f10q0608ex10vii_redmile.htm


     

    
      


       

      HEROES
OVER EUROPE

       

      PUBLISHING
AGREEMENT

       

      


       

      This
Publishing Agreement, dated as of June 20, 2008, is by and between Atari
Interactive, Inc. (“Atari”), a
Delaware corporation with its headquarters at 417 Fifth Ave., New York, NY
10016, and Red Mile Entertainment, Inc. (“Licensor”),
whose address and other identifying information are provided in Exhibit A to this
Agreement.  The parties agree as follows.

       

       

      PURPOSE

       

      Licensor
controls certain Intellectual Property Rights with respect to the Heroes over
Europe interactive game franchise, and Licensor or its third-party contractors
have developed or are in the process of developing an interactive software game
for the Sony Playstation 3, Microsoft Xbox 360 and personal computer (PC)
platforms, working title “Heroes over Europe”, derived from such property
(collectively, the “Title”),
which, subject to the terms and conditions of this Agreement, the parties desire
to be published by Atari.  This Agreement, including the attached
Exhibits and Addenda, states the terms and conditions agreed to by the parties
with respect to such development and publishing. Unless otherwise specified, all
capitalized terms used in this Agreement and attached Exhibits and Addenda shall
be understood as defined in the attached Glossary Addendum.

       

       

      AGREEMENT

       

      1.           Development
and Delivery

       

      
        	
                1.1

              	
                Deliverables and
      Milestones.  Licensor agrees to perform and complete each
      Milestone and to develop and deliver the Deliverables, in accordance with
      the Milestone, Deliverable and Payment Schedule (Exhibit B); the
      Specifications (Exhibit C); and
      the Compensation Schedule (Exhibit
      D).

              


      

       

      
        	
                1.2

              	
                Change
      Requests.  Any changes to the Specifications proposed by
      Licensor or Atari shall be subject to mutual approval by the
      parties.

              


      

       

      
        	
                1.3

              	
                Progress
      Reports. On or before the tenth (10th) day of each calendar month
      during which any development hereunder remains uncompleted, Licensor shall
      deliver to Atari a progress report in a form reasonably acceptable to
      Atari describing all tasks completed during the preceding month and all
      problems encountered in the course of development hereunder.  If
      Atari so requests, Licensor shall contact and meet with Atari’s
      Representative in connection with the progress report. In addition,
      Licensor shall contact Atari’s Representative promptly by telephone upon
      discovery of any problem that will materially delay development work or
      Licensor’s ability to conform to the Specifications, and thereafter
      promptly confirm such report in writing. Upon reasonable notice, Atari’s
      Representative may call on Licensor at Licensor’s place of business,
      review the status of development with the persons rendering performance
      for Licensor, inspect work in process, and review the application of
      development funds which have been provided by
  Atari.

              


      

       

      
        	
                1.4

              	
                Deliverable
      Materials. All development work hereunder shall be fully documented
      in accordance with applicable professional standards. Any Deliverable
      comprising computer programs or structured data of any type shall be
      accompanied by complete Source Materials (excluding Source Code except
      that in the event of termination by Atari for breach in accordance with
      Section 15.1 or a default in development in accordance with Section
      2.2(b). If applicable, the Deliverables shall also contain the complete
      text for any Instructional
Materials.

              


      

       

       

        
          

        

      

      
        
          
            	
                    [***]

                  	
                    A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                  


          

          
            	
                     
      

                  	
                    confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                  


          

        

        


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          1

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                1.5

              	
                Assistance.  In
      the event that Atari shall need to make use of any Source Materials,
      Licensor shall provide reasonable consultation to Atari so that Atari’s
      responsible personnel may understand the contents, meaning and/or
      operation of any materials included in such Source
    Materials.

              


      

       

      
        	
                1.6

              	
                Development
      Aids. In the event of Licensor’s material breach of this Agreement
      and only for the purposes of completing any necessary development work
      hereunder, maintaining the Title and/or Deliverables, or for creating any
      localizations of the Title, Licensor hereby grants to Atari a
      non-exclusive license to use, copy, adapt, modify, publicly perform,
      publicly display, transmit and create Derivative Works of all Development
      Aids that are not generally commercially available and Derivative Works
      thereof, or have third parties perform such activities, for so long as
      Atari has distribution rights to the Title and/or Deliverables pursuant to
      this Agreement.  In the event of such breach, (i) Licensor shall
      deliver such Development Aids as applicable to any Deliverables delivered
      to date and (ii) Licensor shall deliver a list of commercially available
      Development Aids that it used in creating such Deliverable along with a
      description of how such Development Aids were
  used.

              


      

       

      
        	
                1.7

              	
                Persons Rendering
      Performance.  Unless otherwise agreed as set forth below,
      Licensor shall render the services to be performed hereunder through its
      employees. If Licensor wishes to perform its obligations through the
      services of any other Person, Licensor shall first obtain the written
      consent of Atari, which consent shall not be unreasonably withheld or
      delayed; Atari hereby acknowledges Transmission Games as the developer of
      the Title Platform versions to be delivered by Licensor hereunder. This
      consent, however, may be conditioned on a screening interview, on the
      execution of an affidavit of non-exposure to third-party trade secrets, or
      on other precautions deemed reasonable by Atari, and Atari may limit such
      consent to the performance of certain specified
  tasks.

              


      

       

      
        	
                1.8

              	
                Editorial
      Review. Atari shall have ongoing and final editorial authority as
      to the content, look and feel and all other aspects of the Deliverables,
      in consultation with Licensor and subject to the criteria in the
      Specifications.

              


      

       

      
        	
                1.9

              	
                Pre-submission
      Testing. Each Deliverable shall be thoroughly tested by Licensor,
      prior to delivery to Atari.  Delivery thereof to Atari shall
      constitute a certification of Licensor’s good faith belief that the
      delivered item meets the applicable acceptance criteria under this
      Agreement.  Atari shall perform quality assurance testing on the
      delivered and accepted Beta Deliverable and all Deliverables thereafter,
      including testing for all localized SKUs, and Licensor shall promptly
      rectify all Program Errors identified via such
  testing.

              


      

       

      
        	
                1.10

              	
                Time. Licensor
      and Atari agree that time is of the essence for this Agreement and for all
      the terms and conditions contained
herein.

              


      

       

      
        	
                1.11

              	
                Localizations.
      Atari shall (at its cost) translate all text and audio dialogue appearing
      in the Title (including, without limitation, user instructions related to
      the Title, screen text and fonts, and audio tracks if applicable) into the
      Localization languages specified in Exhibit C.
      Licensor shall supply to Atari all reference, instruction and other
      associated materials, in document and computer readable formats, necessary
      to allow Atari perform such translations (the “Localization
      Kit”). Such Localizations shall be integrated into the Title by
      Licensor for potential Royalties only and without any additional advances
      or other fees.  The creation of any translation into
      Localization languages not specified in Exhibit C
      shall be performed by Atari (at its cost), provided that Licensor shall
      integrate any such additional Localizations into the Title, and Atari
      shall not contract with third parties for any such integration services,
      provided that, with respect to Eastern European language Localizations
      only, Atari shall have the right at its sole option to contract with third
      parties to perform such translation and/or integration services in lieu of
      Licensor (the “Independent
      Localizations”).  In connection with the Independent
      Localizations, Licensor shall provide Atari with all Source Materials
      necessary for such third party/ies to integrate and/or recompile the
      applicable translations in order to create such Eastern European-language
      Localizations (the “Integration
      Kit”).

              


      

       

      
        	
                1.12

              	
                Communications with
      Licensor. Consistent with Licensor’s rights under its development
      agreement with Transmission Games, Licensor shall use its best efforts to
      facilitate direct communications between Atari and Transmission Games,
      including both on-site and remote communications and/or site
      visits.  Licensor represents and warrants that nothing in such
      development agreement prevents or will prevent direct communications
      between Atari and Transmission
Games.

              


      

       

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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Publishing Agreement – Execution Copy 

        

         

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      2.           Acceptance

       

      
        	
                2.1

              	
                Acceptance
      Procedure. Licensor will notify Atari, in writing, when it believes
      it has completed a Milestone and will, together with such notification,
      provide Atari with materials in support of its proposed Milestone
      completion. Atari will evaluate the materials submitted by Licensor as
      evidence of completion of the Milestone. Atari agrees that when it has
      made a finding as to whether Licensor has completed a Milestone in
      accordance with the applicable Specifications, it will promptly provide a
      written acceptance or rejection (an “Evaluation”)
      of the Milestone to Licensor, using the Milestone Evaluation Form as set
      forth in Exhibit E.  Atari
      shall be deemed to have rejected any Milestone for which Atari fails to
      provide Licensor an Evaluation within fifteen (15) business days following
      Atari’s receipt thereof.  If Atari fails to provide such written
      evaluation to Licensor within such period, Licensor may provide notice of
      a follow-up request to Atari for approval of the applicable Milestone (a
      “Follow-Up
      Approval Request”).  Failure by Atari to give written
      approval or disapproval within five (5) business days from the date of a
      Follow-Up Approval Request will be deemed approval with respect to the
      subject Milestone.  Any notice of rejection shall set forth in
      reasonable detail the basis for Atari’s rejection. Upon receipt of a
      written notice of rejection, Licensor shall promptly correct the
      identified deviations from the Specifications, and each such item shall
      again be subject to the acceptance procedure described
    herein.

              


      

       

      
        	
                2.2

              	
                Default in
      Development. In the event Licensor shall fail to deliver as
      required under Section 1 within [***] after the time provided in the
      Milestone Schedule, or shall have failed to correct a deviation from the
      Specifications within [***] after Atari’s initial notice thereof under
      Section 2.1, or within such extended period for performance as may have
      become applicable pursuant to clause [a] below, or if Licensor breaches
      its obligations with regard to product support under Section 3, then
      Atari, at its sole option, and without prejudice to such other legal
      rights as it may have hereunder or otherwise,
  may:

              


      

       

      
        	
                 
      

              	
                [a]

              	
                extend
      the time for Licensor’s performance, in which case the Royalty Reduction
      (as defined below) shall apply;

              


      

       

      
        	
                 
      

              	
                [b]

              	
                undertake
      completion of the deficient item itself or with the services of any third
      party, with the right to use in connection therewith any Source Materials
      previously delivered or due to Atari pursuant to this Agreement, and
      deduct its fully burdened costs thereof (including without limitation
      royalties, if any, paid to others) from any amounts due to Licensor
      hereunder; or

              


      

       

      
        	
                 
      

              	
                [c]

              	
                in
      the further event of a failure to deliver as required under Section 1
      within [***] after the time provided in the Milestone Schedule, upon
      notice to Licensor (a “Production
      Take-Over Notice”), immediately take over production of the Title,
      making all unpaid payments to Transmission Games directly, on Licensor’s
      behalf (unless a Licensor Insolvency Event has occurred), in accordance
      with Exhibit B,
      Schedule 1 for the Title and reducing the corresponding fees due to
      Licensor upon approval of the applicable Milestones by the amount of such
      payments made directly to Transmission Games (a “Production
      Take-Over”).  In the event of a Production Take-Over, and
      in the further event of a failure to deliver Milestone Eight (Gold Master)
      within [***] of the time provided in the Milestone Schedule, then (i) the
      fee due to Red Mile upon approval of Milestone Eight shall automatically
      be deemed to be reduced by [***] and (ii) royalty rate applicable at such
      time (inclusive of any Royalty Reduction) shall be further reduced by
      [***].

              


      

       

      As used
herein, a “Royalty
Reduction’ means an automatic penalty in the form of a reduction of the
royalties otherwise payable to Licensor hereunder in the following
amounts:  for a failure to deliver the applicable Milestone within
[***] of the time provided in the Milestone Schedule, a reduction of such
royalties by [***]; for a failure to deliver the applicable Milestone within
[***] of the time provided in the Milestone Schedule, a reduction of such
royalties by [***]; and for a failure to deliver the applicable Milestone within
[***] of the time provided in the Milestone Schedule, a reduction of such
royalties by [***].  Notwithstanding anything herein to the contrary,
no Royalty Reduction shall apply in the event that the Gold Master, including
Title versions for all Platforms and all Localizations (other than the Non-EFIGS
Localizations), are delivered to Atari by February 20, 2009.

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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      3.           Product
Support

       

      
        	
                3.1

              	
                Support Services and
      Assistance; Technical Consultation. Licensor agrees to provide the
      support services and assistance set forth in the Support Schedule. In
      addition, Licensor agrees to make its development personnel or those of
      its third-party contractors reasonably available for telephone
      consultation and in-person assistance (at Atari’s expense for reasonable
      and documented travel and lodging expenses) for purposes of assisting
      Atari and its contractors in connection with the Deliverables and in
      connection with product
demonstrations.

              


      

       

      
        	
                3.2

              	
                Limited
      Warranty. Licensor warrants that during the Term each Deliverable
      and the Title shall be free from any condition affecting it that renders
      the marketing or use of such Deliverable or the Title into which it is
      incorporated for its intended purpose difficult or impracticable (a “Material
      Defect”), and that each such Deliverable and the Title shall appear
      and perform in all respects substantially in accordance with the
      Specifications.  Licensor shall use its best efforts to submit
      to Atari as quickly as possible and at no charge to Atari all changes
      necessary to correct Material Defects as to which Atari notifies Licensor
      in writing.  In the event that Licensor is unable to deliver to
      Atari any such change within ten (10) days, Licensor shall notify Atari in
      writing as to the status of such change and its estimated date of
      completion.  For one (1) year following the expiration of the
      Term or earlier termination of this Agreement, Licensor shall provide to
      Atari this same limited warranty, provided that Licensor shall not be
      obligated to supply with any changes that are required because of changes
      to operating systems, system hardware or system software that are released
      following such expiration or
termination.

              


      

       

      
        	
                3.3

              	
                Exclusions. The
      limited warranty set forth in Section 3.2 shall not apply to defects in or
      resulting from programs or materials or portions thereof supplied to
      Licensor by Atari or any of Atari’s agents or
  contractors.

              


      

       

       

      4.           License
Grants

       

      
        	
                4.1

              	
                Distribution License
      to Atari. Licensor hereby grants to Atari during the Term (and the
      sell-off period as described below) an irrevocable, exclusive (other than
      during the sell-off period) license to make, use, publish, sell, offer for
      sale, distribute, reproduce, transmit, publicly perform, and publicly
      display (and/or have third-parties perform the foregoing) the Deliverables
      and the Title and the Intellectual Property and Intellectual Property
      Rights with respect thereto as reasonably necessary or useful for Atari to
      manufacture, market, sell, license, distribute and promote the Title
      (either as delivered by Licensor or as modified by Atari), the Exclusive
      Derivative Products and the Ancillary Products, in each case without
      further approval by Licensor.  Licensor hereby agrees that,
      pursuant to this license, Atari shall have the exclusive right during the
      Term to publish market, distribute, sell, license and otherwise exploit
      the Title for the Platforms, the Exclusive Derivative Products and the
      Ancillary Products.

              


      

       

      
        	
                4.2

              	
                Support License to
      Atari. Licensor hereby grants to Atari during the Term and the
      sell-off period and for one (1) year thereafter an irrevocable license to
      make, use, sell, offer for sale, distribute, reproduce, transmit, publicly
      perform, and publicly display (and/or have third-parties perform the
      foregoing) the Deliverables and the Title and the Intellectual Property
      and Intellectual Property Rights with respect thereto as necessary in
      Atari’s discretion for Atari to maintain, support, upgrade, repair, or
      replace the Title and units of the Title (either as delivered by Licensor
      or as modified by Atari).

              


      

       

      
        	
                4.3

              	
                Exclusivity.
      During the Term, Licensor shall not offer or license to any other Person
      any interactive game product or the right to distribute or produce any
      such product based on the HEROES OVER EUROPE property for the Platforms
      (or any successors thereto), including, without limitation, any such
      product distributed by means of an electronic download, any such product
      made available for play from an online or Internet site (including,
      without limitation, an Internet service provider or online system), or any
      such product sold with computer or multimedia hardware, modems or other
      peripherals.  In addition, during the Holdback Period, Licensor
      shall not, directly or indirectly (i) engage in the development,
      publishing, licensing or production of any product of the Game Type or
      (ii) enter into any agreement with any third party with respect
      thereto.

              


      

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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                4.4

              	
                Term and
      Territory.  The term of this Agreement shall commence on
      the effective date and expire on the seventh (7th)
      anniversary of the Initial Release (the “Initial
      Term”),
      provided that the Initial Term (and each Renewal Term, if any) shall
      automatically be extended for an additional one (1) year period as from
      expiration of the Initial Term or Renewal Term, as
      applicable  (each, a “Renewal
      Term” and, together with the Initial Term, the “Term”)
      unless either party terminates this Agreement via notice no later than
      ninety (90) days prior to the expiration of the Initial Term or the
      current Renewal Term, as applicable.  The rights granted to
      Atari hereunder shall be effective throughout the United States, its
      territories and possessions (“Domestic
      Territory”) and the remainder of the world other than the Domestic
      Territory (“International
      Territory”).  (The Domestic Territory and the
      International Territory are jointly referenced herein as the “Territory.”)

              


      

       

      
        	
                4.5

              	
                Moral
      Rights.  Subject to Licensor’s approval rights, as set
      forth in Section 5.5 below, and so long as Atari is in compliance with
      such approval rights, Licensor expressly assigns to Atari 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 Deliverables and/or Title, whether or not the
      foregoing would be prejudicial to Licensor’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.  Licensor hereby
      irrevocably transfers and assigns to Atari any and all Moral Rights that
      Licensor may have in any Deliverables or Title.  Licensor hereby
      forever waives and agrees never to assert any and all Moral Rights it may
      have in the Deliverables or Title.

              


      

       

      
        	
                4.6

              	
                Atari’s Retained
      Rights.  Atari retains complete ownership of all
      Intellectual Property, Intellectual Property Rights, and know-how supplied
      to Licensor by Atari or any of Atari’s contractors or agents. Licensor
      shall not have any right, title, license, or other form of ownership
      interest in any of Atari’s Intellectual Property or Intellectual Property
      Rights existing as of the date of this Agreement, Intellectual Property or
      Intellectual Property Rights later developed by Atari, or any Intellectual
      Property or Intellectual Property Rights supplied to Licensor by Atari or
      by Atari’s contractors or agents. Licensor’s use of any such Atari’s
      Intellectual Property or Intellectual Property Rights shall be only for
      the purpose of performing Licensor’s obligations under this Agreement, in
      accordance with the Specifications, for developing the Deliverables, and
      Licensor shall not under any circumstances have any other or further right
      or license whatsoever with respect
thereto.

              


      

       

      
        	
                4.7

              	
                Future
      Products.  Atari shall have the exclusive right
      throughout the Term, subject where applicable to the Developer First
      Refusal, to develop, publish and otherwise exploit any expansion packs,
      add-on packs, premium modules, DLC, Ports, or conversions of the Title
      (collectively, the “Exclusive
      Derivative
Products”).  [***]

              


      

       

       

      5.           Intellectual
Property Rights

       

      
        	
                5.1  

              	
                Licensor’s
      Trademarks.  Use of the “HEROES OVER EUROPE” trademark
      (or other trademarks of Licensor) in connection with the Title, and the
      goodwill associated therewith, shall inure to the benefit of
      Licensor.  Atari shall have no right, title and interest in or
      to such trademarks or Licensor’s copyrights or patents, except to the
      limited extent of the license to use the same pursuant to this Agreement.
      Upon request, Atari agrees to deliver to Licensor free of cost six (6)
      samples of the Title together with its packaging material for trademark
      registration purposes in compliance with applicable laws.  Atari
      further agrees to provide Licensor with the date of the first use of the
      Title in interstate and intrastate commerce.  If Atari requests
      that Licensor obtain trademark or copyright protection with respect to the
      “HEROES OVER EUROPE” trademark (or other trademarks or copyrights with
      respect to the Deliverables and the Title) in any country in the Territory
      where Licensor had not previously obtained such protection, then Licensor
      agrees to take reasonable actions to obtain such
    protection.

              


      

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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                5.2  

              	
                Trademark and
      Copyright Notices.  Each Deliverable, where applicable,
      shall bear a copyright notice and a trademark notice in the name of
      Licensor and any other parties with an interest therein.  Atari
      shall not remove such notice(s) from the Title and shall cause to be
      affixed on each unit of the Title manufactured, distributed, or sold under
      this Agreement, and on advertising, promotional, and packaging material
      with respect thereto, an appropriate credit notice as reasonably necessary
      to protect any trademark, copyright or other rights of Licensor in the
      Title.  The appropriate Licensor notice is as follows:
      “(c)[year] [Licensor].  “[Trademark] is a trademark of
      [Licensor]”. The year referred to in the copyright notice is the year in
      which the particular rendition of the Title was first
      published.  If reasonably necessary because of space
      constraints, Atari may use the following short-form notice “[Property
      Name] ®&(c) [Licensor].”

              


      

      


      
        	
                5.3  

              	
                Atari’s
      Rights.  Notwithstanding anything else herein to the
      contrary, it is hereby further agreed that Atari shall own the copyright
      in any instructions or rules for the Title (except to the extent that the
      same were included in the Deliverables) and Exclusive Derivative Products,
      and/or unrelated insert or in-pack which may be published, included,
      and/or offered for sale in conjunction with the Title; provided, however,
      that this shall not be deemed to grant to Atari any right in
      the  underlying “HEROES OVER EUROPE” property (including,
      without limitation, all Intellectual Property and Intellectual Property
      Rights with respect thereto) itself.  Atari shall also hold the
      copyright in any packaging, wrapping, advertising, and/or promotional
      material relating to the Title, or in any other written or printed
      material created by Atari (or its contractors), which pictures, depicts,
      or describes the Title; provided, however, that this shall not be deemed
      to grant to Atari any right in the underlying “HEROES OVER EUROPE”
      property.  It is understood that Atari may place appropriate
      copyright and other notices on the Title and such material, including,
      without limitation, if applicable, credits for any third-party contractor
      of Atari.

              


      

      


      
        	
                5.4  

              	
                Offensive
      Litigation.  Atari shall assist Licensor, to the extent
      reasonably necessary, in the procurement of any protection or to protect
      any of Licensor's rights to the Title, and Licensor, if it so desires, may
      commence or prosecute any claims or suits in its own name and at its sole
      cost and expense.  Upon the prior written consent of Atari,
      which shall not be unreasonably withheld or delayed, such claim or suit
      may be commenced or prosecuted in the name of Atari or with both Atari and
      Licensor joined as parties thereto. Any and all sums collected or
      recovered in any such suit or suits, whether by decree, judgment,
      settlement or otherwise, will belong exclusively to
      Licensor.  Upon request of Licensor, Atari will execute all
      papers, testify on all matters and otherwise cooperate in every way
      necessary and desirable for the prosecution of any such action or
      proceeding, and Licensor will reimburse Atari for the expenses incurred as
      a result of such cooperation.  Atari shall notify Licensor in
      writing of any infringements or imitations by others of the Licensor’s
      property on articles similar to the Title if and when such become known to
      Atari.  Licensor shall have the sole right to determine whether
      or not any action shall be taken on account of such infringements;
      provided, however, that if Licensor fails to do so promptly upon request
      of Atari, then Atari may institute any such suit or take any action on
      account of any such infringements, provided that Atari has obtained the
      prior written consent of Licensor to do so, which shall not be
      unreasonably withheld or delayed.  Should Atari receive
      Licensor's consent as aforesaid and institute or prosecute any action or
      proceeding against third parties for or by reason of any unlawful
      infringement of the rights granted to Atari under this Agreement, such
      action or proceeding will be instituted, maintained, and/or prosecuted
      solely at the cost and expense of Atari, and any and all sums collected or
      recovered in any such suit or suits, whether by decree, judgment,
      settlement or otherwise, will belong exclusively to Atari.  Upon
      request of Atari, Licensor will execute all papers, testify on all matters
      and otherwise cooperate in every way necessary and desirable for the
      prosecution of any such action or proceeding, and Atari will reimburse
      Licensor for the expenses incurred as a result of such
      cooperation.

              


      

      


      
        	
                5.5  

              	
                Licensor
      hereby, on behalf of itself, its employees and its contractors,
      irrevocably waives and agrees never to assert against Atari, any and all
      moral or “droit moral” rights that Licensor, its employees or its
      contractors may have in or with respect to the Specifications,
      Deliverables, Title, the Software and Licensor Trademarks, even after
      expiration or termination of this Agreement. Licensor acknowledges that
      the Title is created for a commercial purpose.  Except as
      expressly provided otherwise herein, the rights licensed to Atari
      hereunder shall give Atari or any third party designated by Atari, the
      unlimited right to manufacture, 

              


      

       

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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                  sell,
      sublicense or otherwise vend the Title, the Exclusive Derivative Products
      and Ancillary Products, by any method in which Atari desires, and to use
      any trademarks, trade names or labels in connection therewith, subject to
      the trademark notice provisions set forth in Exhibit A
      hereto and the restrictions and reserved rights of Licensor contained
      herein.

                


        

         

      

      
 

      
        	
                5.6  

              	
                License to Use
      Licensor Trademarks.  Licensor hereby grants Atari, its
      licensee or sublicensee a non-exclusive license to use such Licensor
      Trademarks for use in the Title, the Exclusive Derivative Products and/or
      Ancillary Products to fulfill its obligations under Section 5.2
      hereinabove as publisher for the Term and subject to the terms of this
      Agreement.

              


      

       

      6.           Marketing
and Production

       

      
        	
                6.1

              	
                Marketing
      Commitment.  Atari shall use commercially reasonable
      efforts to market the Title within the Territory and shall commit to a
      Marketing Budget of at least [***]. Atari has no other marketing
      obligations hereunder and, subject to the foregoing commitment, Atari may
      devote to the Title such marketing efforts as Atari shall determine in its
      sole discretion.

              


      

       

      
        	
                6.2

              	
                Marketing
      Particulars.  Except as otherwise provided in Section
      6.1, Atari shall have the exclusive right to determine, at its sole
      discretion, all matters regarding the marketing of the Title, Exclusive
      Derivative Products and Ancillary Products, including without limitation,
      all aspects of advertising; promotion; packaging; channels and methods of
      distribution, including, without limitation, any bundling or OEM
      arrangements; pricing; terms of sale or license; introduction dates; the
      territories to be exploited; and (subject to Licensor’s approval rights
      pursuant to Section 5.5) the trademarks, service marks and logos under
      which the Title, Exclusive Products and/or Ancillary Products are
      marketed.  Licensor shall have the right of consultation with
      respect to Atari’s U.S. marketing plan for the
  Title.

              


      

       

      
        	
                6.3

              	
                Samples.  Atari
      shall provide without charge to Licensor fifty (50) samples of each Title
      Platform version published for sale in the United States and at least five
      (5) samples of every Localization published by Atari pursuant to this
      Agreement.

              


      

       

      7.           Compensation
to Licensor

       

      Atari shall pay Licensor the
compensation (the “Compensation”)
as defined in and as and when set forth in the Compensation Schedule (Exhibit D). For
amounts associated with Licensor’s completion of a Milestone, Atari may withhold
the entire amount if Atari has not accepted the associated Milestone as
completed under the terms of Section 2.1.  Any amounts withheld shall
be released to Licensor if and when all Milestone development is current or with
the payment due on Final Acceptance, whichever occurs sooner, provided that this
Agreement has not as of such time been canceled or terminated.

       

      8.           Attribution,
Publicity and Promotional Appearances

       

      
        	
                8.1

              	
                Attribution.
      Licensor shall be entitled to such credits as are specified in the Credit
      Schedule as set forth in Exhibit A
      attached hereto.

              


      

       

      
        	
                8.2

              	
                Publicity Involving
      Atari. Licensor shall not use Atari’s name or any of Atari’s
      Intellectual Property in any press release, advertisement or promotional
      materials without Atari’s prior written consent, such consent not to be
      unreasonably withheld.

              


      

       

      9.           Representations
and Warranties

       

      As an inducement to Atari entering
into and consummating this Agreement, Licensor represents, warrants and
covenants as follows:

       

      
        	
                9.1  

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

              


      

       

      
        

      

      
        
          
            	
                    [***]

                  	
                    A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                  


          

          
            	
                     
      

                  	
                    confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                  


          

        

        


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                9.2  

              	
                No Conflict.
      The entering into and performance of this Agreement by Licensor 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 Licensor or any of its affiliates
      is a party or by which it or any of its property is or may become subject
      or bound. Licensor will not grant any rights under any future agreement,
      nor will it permit or suffer any lien, obligation or encumbrances that
      will conflict with the full enjoyment by Atari of its rights under this
      Agreement.

              


      

       

      
        	
                9.3  

              	
                Right to Make Full
      Grant. Except as set forth in Schedule 9.3 (the “Security
      Interests”), Licensor 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 Atari all rights with respect to
      the Deliverables, the Title and any Source Materials purported to be
      granted hereunder, including, without limitation, the exclusivity grants
      contained herein, free and clear of any and all agreements, liens, adverse
      claims, encumbrances and interests of any Person, including, without
      limitation, Licensor’s employees, agents, artists and contractors and such
      contractors’ employees, agents and artists, who have provided, are
      providing or shall provide services with respect to the development of the
      Deliverables and the Title.

              


      

       

      
        	
                9.3.1  

              	
                Security
      Interests.  Licensor is permitted to grant all the
      licenses and rights granted to Atari hereunder pursuant to the terms of
      the Security Interests and such grant does and shall not violate any
      representation, warranty or covenant
thereunder.

              


      

       

      
        	
                9.4  

              	
                Noninfringement.
      Nothing contained in the Deliverables or the Title, required in the
      process of incorporating the Deliverables into the Title, or required in
      order for Licensor to create and deliver the Deliverables and the Title
      under this Agreement does or will infringe, violate or misappropriate any
      Intellectual Property or Intellectual Property Right of any third party.
      Further, no characteristic of the Deliverables or the Title does or will
      cause manufacturing, using, maintaining or selling units of the Title
      containing the Deliverables to infringe, violate or misappropriate any
      Intellectual Property or Intellectual Property Right of any
      Person.

              


      

       

      
        	
                9.5  

              	
                No Pending or Current
      Litigation. Licensor 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
      regarding any of the materials Licensor has used or will use to develop or
      has incorporated or will incorporate into the Deliverables or the Title to
      be delivered under this Agreement.

              


      

       

      
        	
                9.6  

              	
                No Harmful
      Content.  The Deliverables and the Title as delivered by
      Licensor to Atari contain and will contain no matter which is injurious to
      end-users or their property, or which is scandalous, libelous, obscene, an
      invasion of privacy or otherwise unlawful or
  tortious.

              


      

       

      
        	
                9.7  

              	
                No
      Viruses.  Each Deliverable developed under this Agreement
      and the media upon which it is delivered to Atari contain and will contain
      no computer viruses, booby traps, worms, time bombs or other programming
      designed to interfere with the normal functioning of the Deliverables, the
      Title into which the Deliverables are and/or will be incorporated, or
      Atari’s or the end-user’s equipment, programs or
  data.

              


      

       

      
        	
                9.8  

              	
                No Easter
      Eggs/Unauthorized Content.  Each Deliverable and the
      Title contain and will contain no functionality, graphics, or audio or
      visual material, including without limitation references to Licensor,
      Licensor’s employees or consultants, Licensor’s competitors, Atari, or any
      other entity or person, unless such material has been disclosed to,
      prescribed by, or supplied by
Atari.

              


      

       

      
        	
                9.9  

              	
                First-Party
      Approvals.  Licensor has received concept approval for
      the Title from Microsoft Corporation and Sony Computer Entertainment of
      America, Inc.

              


      

      


      
        	
                9.10  

              	
                Credits.  The
      credit requirements and other materials delivered by Licensor to Atari,
      including, but not limited to, any and all third party credits under this
      Agreement shall be complete and accurate and Atari shall incur no
      liabilities to any third parties arising out of the use of such materials
      and compliance with such credit requirements pursuant to Atari’s rights in
      the Title.

              


      

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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                9.11  

              	
                Third-Party
      Payments.  Licensor shall be solely responsible for any
      and shall pay any third party payments or residuals for use of the Title,
      Content, Title engine, third party tools, and Software as contemplated and
      to be allowed hereunder (including without limitation music publisher
      royalties, if applicable).

              


      

      


      
        	
                9.12  

              	
                Inducement
      Letter.  [***]

              


      

      


      10.           Atari’s
Representations and Warranties

      As an inducement to Licensor entering
into and consummating this Agreement, Atari represents, warrants and covenants
as follows:

      


      
        	
                10.1

              	
                Organization
      Representations:  Enforceability.  Atari is a
      duly organized, validly existing corporation in good standing in
      Delaware.  The execution and delivery of this Agreement by Atari
      and the transactions contemplated hereby have been duly and validly
      authorized by all necessary action on the part of Atari.  This
      Agreement constitutes a valid and binding obligation of Atari enforceable
      in accordance with its terms.

              


      

      


      
        	
                10.2

              	
                No
      Conflict.  The entering into and performance of this
      Agreement by Atari 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
      Atari is a party.  Atari will not grant any rights under any
      future agreement, nor will it permit or suffer any lien, obligation or
      encumbrances that will conflict with the full enjoyment by Licensor of its
      rights under this Agreement.

              


      

      


      
        	
                10.3

              	
                Noninfringement.  Nothing
      contained in any materials supplied to Licensor by Atari or any of Atari’s
      agents or contractors does or will infringe, violate or misappropriate any
      Intellectual Property or Intellectual Property Right of any third
      party.  Further, no characteristic of such materials does or
      will cause manufacturing, using, maintaining or selling units of the Title
      to infringe, violate or misappropriate any Intellectual Property or
      Intellectual Property Right of any third
party.

              


      

       

      11.           Indemnification

       

      
        	
                11.1

              	
                Licensor’s
      Indemnification of Atari.  Licensor hereby indemnifies
      Atari, its officers, directors and  employees, and agrees to
      defend and hold them harmless from and against any and all liability,
      damage, loss or expense (including reasonable attorneys’ fees) (A) arising
      from any third party claim, demand, action or proceeding (a “Claim”)
      based upon (i) the alleged breach of any of Licensor’s representations,
      warranties or covenants set forth in Section 9; (ii) the failure of
      Licensor’s Deliverables to perform in accordance with the Specifications;
      (iii) Licensor’s tortious conduct; or (iv) Licensor’s breach of Section
      13, or (B) incurred in the settlement or avoidance of any such Claim,
      provided, however, that Atari shall give prompt notice to Licensor of the
      assertion of any such Claim and provided further that Licensor shall have
      the right to select counsel and control the defense thereof, subject to
      Atari’s right to participate through counsel (at its own expense)
      therein.  Atari shall have the right to withhold amounts
      otherwise payable to Licensor under this Agreement not in excess of the
      amount reasonably believed to be subject to any such Claim and to apply
      such amounts as required in satisfaction of the foregoing
      indemnities.

              


      

       

      
        	
                11.2

              	
                Atari’s
      Indemnification of Licensor.  Atari hereby indemnifies
      Licensor, its officers, directors, and employees, and agrees to defend and
      hold them harmless from and against any and all liability, damage, loss or
      expense (including reasonable attorneys’ fees) (A) arising from any
      third-party claim, demand, action or proceeding (a “Claim”)
      based upon (i) the alleged breach of any of Atari’s representations,
      warranties or covenants set forth in Section 10; (ii) Atari’s tortious
      conduct; or (iii) Atari’s breach of Section 13, or (B) incurred in the
      settlement or avoidance of any such Claim, provided, however, that
      Licensor shall give prompt notice to Atari of the assertion of any such
      Claim and provided further that Atari shall have the right to select
      counsel and control the defense thereof, subject to Licensor’s right to
      participate through counsel (at its own expense)
  therein.

              


      

       

      
        	
                12  

              	
                [***]

              


      

       

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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      13.           Confidentiality

       

      
        	
                13.1  

              	
                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 reasonable
      steps 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 any termination of this Agreement,
      directly or indirectly: (i) disclose any Confidential Information to any
      person other than an employee or subcontractor 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.

              


      

       

      
        	
                1.  

              	
                The
      Receiving Party shall notify each of its employees and subcontractors 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 written agreement to protect the
      confidentiality of the Confidential
Information.

              


      

       

      
        	
                13.2  

              	
                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.

              


      

       

      
        	
                13.3  

              	
                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).

              


      

       

      
        	
                13.4  

              	
                Confidentiality of
      Agreement. Notwithstanding Section 13.1, 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.  Notwithstanding
      anything to the contrary in this Agreement, the


              


      

       

      
        

      

      
        
          
            	
                    [***]

                  	
                    A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                  


          

          
            	
                     
      

                  	
                    confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                  


          

        

        


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                  parties
      shall publicly disclose the existence and general nature of this Agreement
      through a joint press release, the text of which shall be jointly approved
      by the parties and the timing of which shall be at Atari’s sole discretion
      (the “Announcement”).  Except
      as provided in subsections (i) through (iv) above, any public disclosure
      of the existence and/or general nature of this Agreement prior to the
      Announcement by Licensor shall require prior written consent of
      Atari.

                


        

         

      

      
        	
                13.5  

              	
                Return of Confidential
      Materials. Upon any expiration, termination or cancellation of this
      Agreement or the completion of Licensor’s services hereunder, or at any
      time that Atari 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.

              


      

       

      
        	
                13.6  

              	
                Notwithstanding
      anything to the contrary contained herein, the confidentiality
      restrictions set forth herein shall not apply to Atari with respect to
      disclosure to third parties necessary in connection with Atari’s or its
      licensees’ or sublicensees’ exploitation of the Content, the Software,
      Ancillary Products and the Title in accordance with the terms and
      conditions of this Agreement.

              


      

       

      14.           Termination

       

      
        	
                14.1  

              	
                Subject
      to Section 15.2, and in the event of a material breach of this Agreement
      by Atari prior to completion of the Title, Licensor may terminate this
      Agreement by giving thirty (30) days prior written
      notice.  Notwithstanding the foregoing, this Agreement will not
      terminate at the end of the notice period if Atari has cured the breach
      about which it has been notified. After completion of the Title, Licensor
      agrees that its sole remedy for failure by Atari or its licensees to cure,
      or attempt to cure, any breach hereof, including failure to use reasonable
      efforts to insure that such trademark notices are placed in the manner on
      the Title as directed by Licensor, shall be a legal claim for damages, and
      Licensor hereby waives all rights to seek injunctive
    relief.

              


      

       

      
        	
                14.2  

              	
                Subject
      to Sections 15.1 and 15.2, and in addition to Atari's other termination
      rights hereunder and without limiting Atari's rights or remedies at law or
      in equity, Atari may upon written notice to Licensor terminate this
      Agreement as a result of a material breach of this Agreement by Licensor,
      provided that Licensor may cure such breach in fifteen (15) days from the
      date said notice is deemed delivered as set forth in Section 20 except for
      termination by Atari for material breach pursuant to Section 2.2, in which
      case termination shall be deemed effective immediately.  A
      material breach may include, but is not limited to, Licensor's failure to
      finish the Title, Licensor's ceasing to do business, Licensor's filing for
      bankruptcy or otherwise being insolvent, Licensor's failure to have the
      Deliverables  approved by Atari, and/or Licensor's failure to
      finish the Title on time or on budget as per the Milestone
      schedule.  In the event of such termination, Atari shall have no
      obligation to pay Licensor any additional installments of the
      Compensation, and Atari shall be entitled to be paid back or to recover
      any and all payments for non-approved
  Milestones.

              


      

       

      
        	
                14.3  

              	
                Subject
      to Section 15.2, and in addition to Atari's other termination rights
      hereunder, and without limiting Atari's rights or remedies at law or in
      equity, Atari may terminate this Agreement at any time prior to the Final
      Delivery Date, without cause, by providing Licensor with written notice of
      such termination. In the event of such termination, Atari shall have no
      obligation to pay Licensor any additional installments of the Milestone
      payments except as set forth herein.  If Atari has given written
      approval of a Milestone as set forth herein, then Atari shall honor its
      payment obligations for such approved Milestone and in addition shall pay
      Licensor the pro-rated amount for the then current
    Milestone.

              


      

       

      
        	
                14.4  

              	
                Subject
      to Sections 15.1 and 15.2, and in addition to Atari's other termination
      rights hereunder, and without limiting Atari's rights or remedies at law
      or in equity, after approval of the final Deliverables by Atari, any
      applicable licensor(s), and any applicable Manufacturers, Atari may
      terminate this Agreement at any time for a breach of any of the
      representations, warranties, obligations, or indemnifications made, or
      agreed to, by Licensor herein, or any material breach of this
      Agreement.  In the event of such termination, Atari shall (i)
      have no obligation to pay Licensor any additional Royalties hereunder,
      including, but not limited to, any Royalties earned, but for which Atari
      has not yet rendered an accounting.

              


      

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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                14.5  

              	
                Subject
      to Section 15.2 and in addition to Atari’s other termination rights
      hereunder, if a receiver, administrator, administrative receiver or
      manager shall be appointed or any distress or execution or other process
      shall be levied on or enforced (and not being discharged within 30 days)
      over the whole or any part of Licensor's assets, or if Licensor offers to
      make or makes any arrangement with or for the benefit of its creditors, or
      commits an act of or files for bankruptcy, or if any petition to consider
      a resolution for the making of an administration order or to wind up or
      dissolve Licensor shall be passed or presented, or if Licensor ceases to
      carry on business, or suffers any analogous proceedings under foreign law
      (any of the foregoing, a “Licensor
      Insolvency Event”), then Atari shall have the right to immediately
      terminate this Agreement upon written notice to Licensor.  If
      this Agreement is terminated pursuant to this Section 14.5, neither this
      Agreement nor any right or interest herein shall be deemed an asset in any
      insolvency, receivership, bankruptcy arrangement proceedings, and neither
      Licensor, its receivers, representatives, trustees, agents,
      administrators, successors and/or assigns shall have any right to sell,
      exploit or in any way deal in any of the Title or
      Deliverables.  In the event this Agreement is terminated by
      Atari hereunder, any and all Deliverables created by or on behalf of
      Licensor hereunder shall be immediately delivered to
  Atari.

              


      

       

      
        	
                14.6  

              	
                Notwithstanding
      anything to the contrary contained herein, Atari's right to terminate this
      Agreement as set forth herein shall include the right to terminate the
      Agreement in whole or in part.

              


      

       

      
        	
                14.7  

              	
                Survival.  The
      respective rights, obligations, representations and warranties of the
      parties under Sections 1.6, 2.2, 9 through 14, 15, 16, 18, 20, and 22
      through 32 shall survive any cancellation, termination or expiration of
      this Agreement.

              


      

       

      
        	
                15.

              	
                Rights
      in Title and Software upon
Termination

              


      

       

      
        	
                15.1  

              	
                In
      the event Atari terminates this Agreement for a material breach by
      Licensor prior to the delivery of the final Deliverables as set forth in
      Section 14 above or in accordance with Section 14.5, Atari may, in its
      sole discretion, within sixty (60) days of the notice of termination elect
      to retain all rights licensed to it hereunder with respect to the Title,
      Software and Content.  Licensor shall deliver to Atari all
      Source Materials for the Title and provide Atari with reasonable
      assistance in completing development of the Title.  Atari may
      provide the Software and Content to a third party developer for completion
      of the Title.  In the event Atari elects to have a third party
      developer complete the Title, Atari's only payment obligation to Licensor
      shall be a pro-rated royalty, and Atari shall only have an obligation to
      pay Licensor any such pro-rated royalty, if any, after Atari has recouped
      any and all of the Milestone payments paid to Licensor hereunder and all
      other development costs paid by Atari in order to complete the
      Title.  The pro-rated royalty rate shall be computed by
      multiplying the royalty rate set forth on Exhibit D by a
      fraction the numerator of which is the dollar amount associated with all
      completed and approved Milestones and the denominator of which is the
      total dollar amount paid by Atari for delivery of the completed Title
      (i.e., any and all Milestone payments paid hereunder plus any monies paid
      to a third party developer).

              


      

       

      
        	
                15.1.1  

              	
                In
      the event Atari terminates this Agreement for a material breach by
      Licensor after approval of the final Deliverables as set forth in Section
      14.4 above or in accordance with Section 14.5, Atari may, in its sole
      discretion, within sixty (60) days of the notice of termination elect to
      retain all rights licensed to it hereunder with respect to the Title(s),
      Software, Ancillary Products, Future Products and
      Content.  Licensor shall deliver to Atari all source materials
      for the Title.  In accordance with Section 14.4, Atari may
      retain a reasonable estimated amount from royalties hereunder, including,
      but not limited to, any royalties earned, but for which Atari has not yet
      rendered an accounting, in anticipation of damages
    hereunder.

              


      

       

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          12

          
            

          

        

        
          
          

        

      

       

       

      
        	
                15.2  

              	
                In
      the event (i) Atari terminates this Agreement as set forth in Section
      14.2, 14.4 or 14.5 and Atari elects not to exercise its rights under
      Section 15.1, if any; (ii) Atari terminates this Agreement pursuant to
      Section 14.3; or (iii) Licensor terminates this Agreement pursuant to
      Section 14.1, all rights granted to Atari by Licensor hereunder shall
      immediately revert to Licensor subject to the sell-off period (“Sell-Off
      Period”) set forth in Section 16.  If Licensor completes
      the Title, licenses the Title and/or Software and/or Content, or in any
      other manner, now known or hereinafter discovered, invented, or developed,
      exploits the Title and/or Software and/or Content, Licensor shall, from
      first dollar received from any source, including development dollars, pay
      Atari the total amount of the Milestone payments and any other amounts
      paid by Atari to Licensor prior to the date of
  termination.

              


      

       

      
        	
                15.3  

              	
                Notwithstanding
      anything to the contrary contained herein, following the expiration or
      termination of this Agreement both Atari and Licensor shall continue to
      have the right to receive revenues and/or royalties from any and all
      licenses, sublicenses, engagements, contracts and agreements entered into
      during, or substantially negotiated prior to the end of, the Term for the
      Title and Ancillary Products and any extensions hereof and upon any and
      all extensions, modifications, renewals and substitutions thereof; and
      upon any such resumptions of all such licenses, sublicenses, engagements,
      and contracts.  Atari shall have the obligation to continue to
      pay Licensor per the royalty and accounting provisions of Exhibit B and
      the Royalty Addendum hereof.  Any license, assignment or similar
      agreement entered into by Atari with a third party, or third parties, for
      the Ancillary Products shall survive the expiration or termination of this
      Agreement for so long as such license agreement remains in full force and
      effect.

              


      

       

      
        	
                15.4  

              	
                Upon
      expiration of the Term and reversion of the rights hereunder to Licensor,
      Licensor agrees that in consideration of Atari's promotion of the Title,
      Content [***] or
      other derivative products created hereunder, Licensor shall pay Atari an
      amount equal to fifty percent (50%) of any Net Receipts and other revenues
      received by Licensor in connection with the Title or other product
      developed hereunder and distributed by Licensor after the
      Term.  Licensor shall have the same accounting and payment
      obligations in connection therewith as Atari has hereunder, and Atari
      shall have the same audit rights as Licensor hereunder.  For the
      sake of clarity, Atari shall only be entitled to share in the revenue in
      connection with the Title and derivative products created during the Term,
      and shall not be entitled to share in any revenue relating to the Content
      or games developed after the Term.

              


      

       

      16.           Sell-Off
Period

       

      
        	
                16.1  

              	
                Following
      the expiration or termination of the Agreement in whole or in part, Atari
      shall deliver within ninety (90) business days to Licensor a statement
      including the number and description of the Title units and Ancillary
      Products in Atari's inventory, or licenses or sublicenses presently
      existing, on hand, on order or in process before the expiration or
      termination date.

              


      

      


      
        	
                16.2  

              	
                Upon
      the expiration or termination hereof, Atari shall immediately cease
      further exploitation of the license granted herein with respect to the
      manufacture and sale of Titles and/or Ancillary Products; provided,
      however, Atari shall have a period (the “Sell-off
      Period”) of [***] after such expiration or termination to sell off
      the Titles and/or Ancillary Products remaining in its inventory, on hand,
      on order, or in process, before the expiration or termination
      date.  Licensor shall be entitled to receive royalties in
      connection with all sales made by Atari during the Sell-off
      Period.

              


      

      


      
        	
                16.3  

              	
                Upon
      the expiration of the Sell-off Period, Atari shall cease to sell the
      Titles and Ancillary Products and in a reasonable amount of time shall
      supply to Licensor with a list of the inventory of the Titles and
      Ancillary Products at such date.

              


      

      


      
        	
                16.4  

              	
                In
      the event that Atari does not sell all of its inventory of the Title and
      Ancillary Products during the Sell-off Period, Licensor shall have the
      option, to be exercised by giving Atari written notice, within five (5)
      business days after the expiration of the Sell-off Period to (i) extend
      the Sell-off Period for an additional thirty (30) days, (ii) purchase, at
      Atari's cost, any and all of the Title and Ancillary Products remaining in
      Atari's inventory at the expiration of the Sell-off Period or (iii) order
      the destruction of all of the Title and


              


      

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          13

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                    

                	
                  Ancillary
      Products remaining in inventory.  Licensor may extend the
      Sell-off Period for any number of additional thirty (30) day periods, and
      in the event that Licensor elects not to further extend the Sell-off
      Period at the end of any thirty (30) day extension then it shall choose
      either option (ii) or option (iii) at such
time.

                


        

         

      

      17.           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 six (6) months.

      


      
        	
                18.

              	
                Limitation
      of Liability

              


      

      


      EXCEPT FOR BREACHES OF SECTION 13, AND
EXCEPT AS PROVIDED IN SECTION 11 WITH REGARD TO THIRD-PARTY CLAIMS, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION,
THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH
LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR
STRICT LIABILITY) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN WARNED OF THE
POSSIBILITY OF SUCH DAMAGES.  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, except to the extent remedies are
specifically limited by the foregoing sentence.

       

      19.           Assignment

       

      Atari shall have the right to extend
the license granted hereunder to any subsidiary, affiliated or controlled
company and to sublicense any of the rights granted herein.  Atari
shall have the right to assign this Agreement so long as such assignee agrees to
be bound by its covenants and burdens.  Licensor may assign Licensor’s
right to receive royalties under this Agreement at any time.  Licensor
may, upon written approval by Atari, not to be unreasonably withheld, assign all
Licensor’s rights and obligations under this Agreement to its
successor-in-interest upon a Change of Control of Licensor, provided in each
instance that such assignee agrees to be bound by its covenants and
burdens.  Except as otherwise provided above, Licensor may not assign,
sublicense or delegate this Agreement or its obligations hereunder, in whole or
in part, expressly or by operation of law without the prior written consent of
Atari, which Atari may grant or withhold in its sole discretion; provided,
however, that after ninety (90) days after Final Acceptance, Atari shall not
unreasonably withhold or delay such consent.  In the event of any
permitted or consented to assignment, sublicense or delegation by Licensor,
Licensor shall remain primarily obligated and liable under all the provisions of
this Agreement.  Any assignment, sublicense or delegation in violation
of the preceding sentence shall be null and void.  Subject to the
foregoing provisions of this paragraph, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and
assigns.  It is further understood and agreed that all obligations of
exclusivity granted to Atari which are binding on Licensor hereunder shall also
be binding upon any Person controlling, controlled by or under common control
with Licensor, and Licensor agrees to employ no such legal form or
instrumentality, or assist any third party in any activity, so as to avoid any
such obligations, option or right.

       

      20.           Notices

       

      All
notices hereunder shall be in writing and shall be effective upon receipt.
Notices may be sent by any reasonable means, including facsimile. The parties
shall notify each other of their respective facsimile numbers or any changes
thereof or of their addresses for notice; provided that a copy of every notice
sent to Atari shall also be sent to the LIME, LLC – Lawyers for Interactive
Media & Entertainment, 132 Fayerweather Street, Cambridge, MA 02138; attn:
Steven A. Bercu, Esq., facsimile (617) 812-2554.  Unless notice is
given to the contrary, Licensor’s address and facsimile number for notice shall
be deemed to be as shown in Exhibit A of this
Agreement.

       

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          14

          
            

          

        

        
          
          

        

      

      
 

      21.           Request
for Assurances

       

      If at any time during the term of this
Agreement Atari determines that it is questionable whether Licensor will perform
any of its material obligations hereunder, Atari shall be entitled to request
from Licensor such written assurances of due performance as Atari, in its
reasonable discretion, shall deem adequate.  Failure by Licensor to
provide assurances in the form requested within fifteen (15) calendar days after
receipt of a written request therefor shall constitute a material breach of this
Agreement.

       

      22.           Independent
Contractors

       

      Licensor 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, or partners or joint venturers.

       

      23.           Taxes

       

      Licensor shall be responsible for and
pay any withholding taxes, payroll taxes, disability insurance payments,
unemployment taxes and all other taxes or charges on the payments received by
Licensor hereunder.  Atari may deduct from any and all payments
hereunder all taxes that Atari is legally required to withhold.  Atari
shall notify Licensor of any such deductions along with the corresponding
payments hereunder.

       

      24.           No
Agents

       

      Licensor represents that it knows of
no finder, agent or broker (exclusive of Licensor’s officers, directors and
employees) who (i) participated in any way in bringing about the within
transaction, or (ii) that Licensor reasonably believes would claim compensation
therefor.

       

      25.           Governing
Law and Consent to Jurisdiction Venue and Service of Process

       

      This Agreement shall be governed by
the substantive laws of the State of New York (without giving effect to its
conflict of law rules), all rights and obligations of the parties of this
Agreement and the interpretation, construction and enforceability hereof shall
also be governed by the laws of the State of New York (without giving effect to
its conflict of law rules). Atari and Licensor agree (i) to submit to the
jurisdiction of any State and/or Federal Court situated within New York County,
New York for any action properly brought pursuant to this Agreement; (ii) to
waive any objection they may have now or hereafter to the venue of any suit
brought pursuant to clause (i) above; and (iii) that service of process may be
made by mailing a copy of such process by registered or certified mail, postage
prepaid, return receipt requested to the served party’s representative as
identified in this Agreement, or such other representative as has been
identified as of such time as service is to be made.

       

      26.           Waiver

       

      Any term or condition of this
Agreement may be waived or qualified by a party entitled to the benefit thereof
only by a written instrument executed by such party.  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.

       

      27.           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.

       

      28.           Other
Programs Published by Atari

       

      Licensor acknowledges that Atari is
in the interactive game business.  Nothing contained in this Agreement
shall be construed to prevent Atari from using, developing, having others
develop, and marketing and distributing and having others market and distribute,
any software or other products similar in function to the Deliverables but not
derived from the Source Code thereof or to obligate Atari to compensate Licensor
in any way therefor.

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          15

          
            

          

        

        
          
          

        

      

       

       

      29.           Illegal
Acts

       

      In no event shall this Agreement be
construed as requiring Atari or Licensor to commit any unlawful act or acts
whatsoever.

       

      30.           Severability

       

      In the event that any court of
competent jurisdiction declares any portion of this Agreement to be invalid or
otherwise unenforceable, the remainder of this Agreement shall remain in force
and shall be unaffected by such invalidity or unenforceability.

       

      31.           Entire
Agreement

       

      This Agreement, along with the
exhibits, schedules and addenda referenced herein, which are hereby incorporated
by reference, 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.

       

      32.           Submission
Not An Offer

       

      This document shall not be deemed an
offer and shall not be binding unless signed by a duly authorized officer of all
named parties.

       

       

      AGREED
AND ACCEPTED:

       

       

      
        
          	
                  ATARI
      INTERACTIVE, INC.

                	 
      	
                  RED
      MILE ENTERTAINMENT, INC.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	/s/	 
      	
                  By:

                	/s/
	
                  Print

                	 
      	 
      	
                  Print

                	 
      
	
                  Name:

                	Phil
      Harrison	 
      	
                  Name:

                	Simon
      Price
	 
      	 
      	 
      	 
      	 
      
	
                  Title:

                	President	 
      	
                  Title:

                	President
	 
      	 
      	 
      	 
      	 
      
	
                  Date:

                	6/23/2008	 
      	
                  Date:

                	6/20/2008


        

      

       

      
         



      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          16

          
            

          

        

        
          
          

        

      

      


      
        
          EXHIBIT
A

          CONTRACT
INFORMATION

        

      

       

        
          

        

      

       

      
      

      Name
of Title:  HEROES OVER EUROPE

       

       

      
      

      
        I.
Information Regarding Licensor:

         

      

      
        	
                Licensor’s
      Name

              	
                Red
      Mile Entertainment, Inc.

              


      

       

      
        	
                Address

              	
                223
      San Anselmo Ave., Ste. 3

              


      

       

      
        	
                 
      

              	
                San
      Anselmo, CA 94960

              


      

       

      
        	
                Fax
      Number

              	
                (415)
      339-4251

              


      

       

      
        	
                Phone
      Number

              	
                (415)
      339-4240

              


      

       

      
        	
                Type
      of legal entity

              	
                Corporation

              


      

       

      
      

      
        State/Country
of Incorporation or Organization:  Delaware

      

       

      
        	
                TIN:

              	
                20-4441647

              


      

       

      
        Contact:

      

      
      

       

      
        	
                        Name:

              	
                Chester
      Aldridge

              


      

       

      
        	
                        Title:

              	
                Chairman/CEO

              


      

       

      
        	
                        Direct
      dial:

              	
                (415)
      339-4241

              


      

       

      
        	
                        Email:

              	
                chester@redmileentertainment.com

              


      

       

      
        II.
Support Schedule:

      

      
      

       

      Licensor
shall provide consultation to Atari’s employees, from time to time, as necessary
to solve consumer problems with installation and/or use of the Title; provided,
however, that Atari shall in all cases (i) be the first point of contact with
end users of the Title, (ii) shall make reasonable efforts to identify and solve
routine issues concerning installation and basic operation of the Title by such
end users, and (iii) provide other primary-level support to end
users.

       

      
        III.
Credits:

      

      
      

       

      
        	
                A.

              	
                Screen
      Credit.  The Title shall display, each time execution
      begins, an opening Atari Interactive logo followed by a “splash” screen
      identifying Licensor as the owner of the underlying property and, if
      requested by Licensor, a further “splash” screen identifying Licensor or
      its third-party contractor as the developer of the Title.  In
      the event that Atari chooses, in its sole discretion, to display any
      credits when the user terminates execution of the Title, then Atari shall
      include appropriate credits for Licensor (and, if requested by Licensor,
      its third-party development
contractor).

              


      

       

      
        	
                B.

              	
                In-Game
      Credit.  Atari shall include, in the menu-accessible
      credits included in the Title, credits identifying Licensor as the owner
      of the underlying property and, if requested by Licensor, Licensor or its
      third-party contractor as developer of the
  Title.

              


      

       

      
        	
                C.

              	
                Advertising.  Atari
      may at its sole discretion include a name, trademark or symbol relating to
      Licensor in any advertising for the
Title.

              


      

       

      


      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          EXHIBIT
B

          MILESTONE,
DELIVERABLE AND PAYMENT SCHEDULE

        

        
          

        



      HEROES
OVER EUROPE

      


      


      PS3,
X360, PC

      
        	
                No.

              	
                 

                Milestone
      Date

              	
                 

                Deliverable
      Description

              	
                Publishing
      Fee (US$) Due Upon Approval of Deliverable

              	 
      
	
                1

              	
                [***]

              	
                Signing

                 

                 

              	
                [***]

              	 
      
	
                2

              	
                [***]

              	
                GDD
      & TDD delivered

                 

                [***]

                -
      evidence in a form reasonably acceptable to Atari of payment to
      Transmission Games of all amounts payable to Transmission Games in
      connection with Deliverables included in this Milestone and acknowledgment
      executed by a duly authorized officer of Transmission Games of receipt of
      such amounts.

                 

              	
                [***]

              	 
      
	
                3

              	
                [***]

              	
                Alpha

                [***]

                -
      evidence in a form reasonably acceptable to Atari of payment to
      Transmission Games of all amounts payable to Transmission Games in
      connection with Deliverables included in this Milestone and acknowledgment
      executed by a duly authorized officer of Transmission Games of receipt of
      such amounts.

                 

              	
                [***]

              	 
      
	 
      	
                [***]

              	
                Pre-Beta

                 

                -
      Localization Kit ready for full usage and implementation (but allowable
      for minor adjustments based on game finalization and delivery of the Beta
      MS)

                 

                -
      Integration Kit

                 

                -
      evidence in a form reasonably acceptable to Atari of payment to
      Transmission Games of all amounts payable to Transmission Games in
      connection with Deliverables included in this Milestone and acknowledgment
      executed by a duly authorized officer of Transmission Games of receipt of
      such amounts.

                 

              	
                [***]

              	 
      


      

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          1

          
            

          

        

        
          
          

        

      

       

       

       

       

      
        	
                4

              	
                [***]

              	
                Consumer
      demo for PSN/XBL/PC covermount submitted for approval.

                -
      evidence in a form reasonably acceptable to Atari of payment to
      Transmission Games of all amounts payable to Transmission Games in
      connection with Deliverables included in this Milestone and acknowledgment
      executed by a duly authorized officer of Transmission Games of receipt of
      such amounts.

                 

              	
                [***]

              	 
      
	
                5

              	
                [***]

              	
                Beta

                 

                -
      evidence in a form reasonably acceptable to Atari of payment to
      Transmission Games of all amounts payable to Transmission Games in
      connection with Deliverables included in this Milestone and acknowledgment
      executed by a duly authorized officer of Transmission Games of receipt of
      such amounts.

                 

              	
                [***]

              	 
      
	
                6

              	
                [***]

              	
                PSN/XBL/PC
      covermount demo approved.

                -
      evidence in a form reasonably acceptable to Atari of payment to
      Transmission Games of all amounts payable to Transmission Games in
      connection with Deliverables included in this Milestone and acknowledgment
      executed by a duly authorized officer of Transmission Games of receipt of
      such amounts.

                 

              	
                [***]

              	 
      
	
                7

              	
                [***]

              	
                Gold
      Master Submission

                -
      evidence in a form reasonably acceptable to Atari of payment to
      Transmission Games of all amounts payable to Transmission Games in
      connection with Deliverables included in this Milestone and acknowledgment
      executed by a duly authorized officer of Transmission Games of receipt of
      such amounts.

                 

              	
                [***]

              	 
      


      

       

       

      
        

      

      
        
          
            	
                    [***]

                  	
                    A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                  


          

          
            	
                     
      

                  	
                    confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                  


          

        

        


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          2

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                8

              	
                [***]

              	
                Gold
      Master Approval (excluding the Non-EFIGS Localizations)(as defined in
      Exhibit C); full source and archival
      delivery including highest-resolution a/v assets

                -
      evidence in a form reasonably acceptable to Atari of payment to
      Transmission Games of all amounts payable to Transmission Games in
      connection with Deliverables included in this Milestone and acknowledgment
      executed by a duly authorized officer of Transmission Games of receipt of
      such amounts.

                 

              	
                [***]

              	 
      
	
                9.

              	
                [***]

              	
                Gold
      Master Approval - Non-EFIGS Localizations and full source and archival
      delivery in connection therewith

                -
      evidence in a form reasonably acceptable to Atari of payment to
      Transmission Games of all amounts payable to Transmission Games in
      connection with Deliverables included in this Milestone and acknowledgment
      executed by a duly authorized officer of Transmission Games of receipt of
      such amounts.

                 

              	
                [***]

              	 
      
	 
      	 
      	
                TOTAL

              	
                [***]

              	 
      


      

      


      


      
        	
                Completion
      Bonus, if applicable (in accordance with Exhibit D):

              	
                [***]

              
	 
      	 
      


      

      


      Schedule
1

      


      [***]

      

        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          3

          
            

          

        

        
          
          

        

      

       

      

        
          EXHIBIT
C

          SPECIFICATIONS

        

      

       

      
        
          

        

      

      
 

      HEROES
OVER EUROPE

      


      


      


       

      Localizations
(Licensor to perform integration services, in each case in accordance with and
subject to Section 1.11): U.K. English, French, Italian, German, Spanish,
Korean, Traditional Chinese, Japanese, and, in accordance with Section 1.11 and
for PC Platform only, Russian and Polish.  The Korean, Traditional Chinese
and Japanese Localizations shall be referred to herein as the “Non-EFIGS
Localizations”.

       

       

      Heroes
over Europe is the sequel to the successful WWII arcade flight sim/shooter,
Heroes of the Pacific. [***]

       

      


      Definitive
GDD and TDD to be delivered with Milestone 2.

      


      Content
recoupable as a “Recoupable License Content” cost:  all costs incurred
by Atari for creating or licensing content, technology or elements incorporated
in, integrated into or embodied in the Title, including but not limited to the
costs of the costs of preparing translations of audio-visual assets to be
integrated in creating Localizations.

       

      


      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          1

          
            

          

        

        
          
          

        

      

      


      


      
        
          EXHIBIT
D

          COMPENSATION
SCHEDULE

        

      

       

        
          

        

      

      


       

      HEROES
OVER EUROPE

      
         

        I.
Budget:

      

      
      

       

      Subject
to the terms and conditions of this Agreement, the Budget for creating the Title
shall be Seven Million Two Hundred Fifty Thousand United States Dollars (U.S.
$7,250,000.00), which Atari has or shall pay to Licensor as Milestone payments
pursuant to the Milestone, Deliverable and Payment schedule contained in Exhibit B, all of
which (together with the Completion Bonus) shall be fully recoupable advances
against royalties, if any.  Atari shall pay Licensor each Milestone
payment within thirty (30) days after the date on which Atari accepts (pursuant
to Section 2.1) the associated Milestone.  In addition, Atari shall
pay Licensor the Completion Bonus in the event that (i) the Gold Master approval
date for all Title Platform versions occurs by [***] and (ii) the average Game
Ranking Score for the PlayStation 3 and Microsoft Xbox 360 Title Platform
versions is at least [***].

       

      Notwithstanding
anything to the contrary herein, Atari agrees to satisfy a portion of the
foregoing Milestone payment obligation to Licensor with respect to the first
Milestone (“Signing”) by paying [***] associated with such first Milestone,
earned by Licensor and payable by Atari upon execution of this Agreement and in
any case with confirmation of wire transmission of funds to be provided no later
than June 24, 2008 directly to Developer on behalf of Licensor and on Licensor’s
account in accordance with the Developer wire instruction set forth below. 
The balance of the first Milestone payment shall be payable directly to Licensor
upon execution of this Agreement, in accordance with the Licensor wire
instruction set forth below, and in any case with confirmation of wire
transmission of funds to be provided no later than June 24, 2008.

       

      Developer wire
instruction:

       

      [***]

      


       

      Licensor wire
instruction:

       

      [***]

      
         

        II.
Royalties:

      

      
      

       

      Subject
to the terms and conditions of this Agreement, including any Royalty Reduction,
Atari shall pay Licensor a royalty, subject to the Late Adjustment (if
applicable) of [***] and, in the case of Net Receipts of the Exclusive
Derivative Products, [***], provided in each instance that:  (a) Atari
shall first recoup all payments made to Licensor as set forth under Section I
(Budget) of this Exhibit and all Recoupable Content Costs, such recoupment to be
at the rate of [***]; and (b) the foregoing [***] rates for the payment and
recoupment of royalties by Atari shall be increased to [***] in the event that
(i) the Game Ranking Scores for each of the PC, PS3 and Xbox 360 Platform Title
versions average [***] or better and (ii) the Gold Master approval date for all
Title Platform versions occurs by February 20, 2009.   All
Platform Title versions, and all SKUs of each such Title version, shall be
cross-collateralized for purposes of recoupment by Atari of payments made to
Licensor under Section I (Budget) above.

       

      
        

      

      
        
          
            	
                    [***]

                  	
                    A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                  


          

          
            	
                     
      

                  	
                    confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                  


          

        

        


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          1

          
            

          

        

        
          
          

        

      

       

      


       

      EXHIBIT
E

      FORM OF
DELIVERABLE APPROVAL/DISAPPROVAL FORM

      


      
        	
                 

                 

                 

                This
      document represents official notice to Licensors/Contractors

                of
      approval or disapproval of submitted Deliverables.

                 

              
	
                 
      o Deliverable
      Approved

                 

              
	 
      o   
      Deliverable Rejected


      

      


      


      
        	
                Licensor
      Name:

              	 
      
	
                Game:

              	 
      
	
                Platform:

              	 
      
	
                Date
      Submitted by Licensor/Contractor:

              	 
      
	
                Contract
      Payment Date:

              	 
      
	
                Payment
      Amount:

              	 
      
	
                Deliverable/Milestone
      Number:

              	 
      


      

      


      Comments:

      
        	 
      


      

      


      Signatures
required:

      


      1.  Producer:
__________________________________________Date:___________________

      


           Print
Name: __________________________________________

      


      2.  Exec. Producer:
_____________________________________Date:__________________

      


      3.  Legal:
_____________________________________________Date:____________________

      


      


      COPY TO
FINANCE

       

      
        

      

      
        
          
            	
                    [***]

                  	
                    A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                  


          

          
            	
                     
      

                  	
                    confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                  


          

        

        


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          1

          
            

          

        

        
          
          

        

      

       

      
 

      EXHIBIT
F

      FORM OF
INDUCEMENT LETTER

       

      


       

      [***]

       

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          1

          
            

          

        

        
          
          

        

      

       

       

       

      
        
          GLOSSARY
ADDENDUM

        

      

      
        
          

        

      

       

      “Alpha” means a code- and
feature-complete version of the Title, ready for full
testing.  Without limiting the generality of the foregoing, for the
Alpha version of the Title: all features are functional and the Title can be
played from beginning to end in all modes using all options; a small percentage
of placeholder assets (art, music, sound, full-motion video/cinematics, etc.) is
acceptable; can have bugs and crashes, but cannot have missing assets that
prevent access to testing game features, modes, or options; for most games, this
will be the first version submitted to QA for full testing; and (in the case of
console-platform versions) Title is potentially ready for pre-tech submission to
the applicable third-party platform manufacturer.

       

      “Ancillary Products” shall mean
any and all ancillary products, including but not limited to, hint books,
strategy guides, photographs, posters and toys derived from, based on, or in any
way related to, the Title, and, only if in production, in negotiation or
commercially released prior to one (1) year following expiration or earlier
termination of the Term, any motion pictures and television shows derived from,
based on, or in any way related to, the Title.

       

      [***]

       

      “Atari’s Representative” shall
mean Robert Stevenson, or such other individual or individuals who may be
appointed from time to time by Atari to coordinate with Licensor on behalf of
Atari with respect to this Agreement.

       

       “Background Intellectual
Property” shall mean the Intellectual Property of Licensor identified
under the heading “Background Intellectual Property” in Exhibit
A.

       

      “Beta” means a version of the
Title in which all art, design, and code are complete.  Without
limiting the generality of the foregoing, for the Beta version of the Title: all
art is final, design tuning is completed, and all gameplay is fully functional
and more robust than Alpha; in the event that Milestones require simultaneous
delivery of foreign-language localized versions of the Title, or in the event
that the Title contains multiple languages, all languages must be implemented;
some minor play balancing and game tuning remain; and (in the case of
console-Platform versions) Title is ready for pre-tech submission to the
applicable third-party Platform manufacturer.

       

      “Budget” shall mean the
development budget set forth under the “Budget” heading of the Compensation
Schedule (Exhibit
D).

       

      “Change of Control” shall mean
a change of ownership or control of Licensor or of its business performing the
work that is the subject matter of this Agreement, such that: (i) a single
Person having direct or indirect majority ownership or control of Licensor
ceases to have such ownership or control, (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 Licensor, but not including changes
which merely substitute a Person with another Person under common ownership or
control with the Person removed, or (iii) Licensor sells substantially all of
its business or that portion of its business, or substantially all of the assets
of such business or portion, associated with the subject matter of this
Agreement to a Person unaffiliated with Licensor.

       

      “Confidential Information”
shall mean all information relating to the Deliverables and Title or to the
business of either party to this Agreement and their respective affiliates,
including without limitation the existence of the Deliverables or Title, either
party’s involvement with the Deliverables or Title, the terms of this Agreement
or of any contract, subcontract, or other agreement, relationship or arrangement
relating to services or materials of any nature to be provided with respect to
the Deliverables or 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 either party or
its affiliates, development or marketing plans for the Deliverables or Title or
for any other product of either party 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 Deliverables or
Title, market studies, sales information, nonpublic financial information, and
any other information designated in writing or identified in this Agreement as
confidential, provided, that no Intellectual Property that Atari owns pursuant
to Section 4 shall be deemed Confidential Information of Licensor.

       

      “Content” shall mean any and
all Intellectual Property Rights in and to that certain property currently known
as “Heroes over Europe”, including, but not limited to, the name and trademark
of the Title, storylines, characters, names, symbols, titles, logos, artwork,
music, game concept, designs, visual representations and likenesses, worlds, and
universe of the Title, i.e., the content of the Title.

       

      
        

      

      
        
          
            	
                    [***]

                  	
                    A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                  


          

          
            	
                     
      

                  	
                    confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                  


          

        

        


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          1

          
            

          

        

        
          
          

        

      

       

       

      “Credit Schedule” shall mean
the list of credits and/or notices set forth under the “Credits” heading of
Exhibit
A.

       

      “Deliverable” shall mean an
item identified as a deliverable in the Milestone, Deliverable and Payment
Schedule in Exhibit B.

       

      “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 all technical documentation in connection with the Deliverables or Title,
including without limitation specifications, designs, descriptions, flow charts,
Source Code, data dictionaries, data structure descriptions, file layouts,
schematic diagrams, timing diagrams, circuit layouts, chip plots, chip masks,
drawings and blueprints.

       

      “Developer” shall mean
Transmission Games.

       

      [***]

       

      “Development Aids” shall mean any device,
programming, documentation, media or other materials, including compilers,
“workbenches,” programming tools, and higher-level or “proprietary” languages
used by Licensor or required by Atari for the development, maintenance and
implementation of any Deliverables or Title.

       

      “DLC” shall mean any
downloadable content that Developer may create for the Title, intended to
enhance or promote the Title, which Atari may offer to end users either for sale
or as free bonus or promotional content.  For the avoidance of doubt,
DLC shall be deemed to be part of the Title for purposes of this
Agreement.

       

      “Exclusive Derivative Products”
shall have the meaning provided in Section 4.7.

       

      “Final Acceptance” shall mean
Atari’s acceptance pursuant to Section 2.1 of this Agreement of the final
Milestone to be accepted under the Milestone Schedule.

       

      “Final Delivery Date” shall
mean the date on which the final Deliverables must be delivered to Atari as set
forth on the Milestone Schedule.

       

      [***]

       

      “Game Ranking Score” means, for
the applicable Title Platform version, the score (expressed as a percentage)
determined by averaging all rankings for the applicable Title Platform version
appearing on the Metacritic (http://www.metacritic.com)
website on the date that is ninety (90) days following the Initial Release of
the applicable Platform Title version in the earlier to occur of the Domestic
Territory or the International Territory.

       

      “Game Type” means a World War
II air-combat flight simulation.

       

       “Gold Master” means the version
of the Title unconditionally approved by the applicable platform manufacturer
(or, in the case of personal computer titles, by Atari as being completely
bug-free and ready for commercial manufacture), as complete and suitable for
release into the final manufacturing process for commercial release as an Atari
product.  Without limiting the foregoing, the Gold Master shall be
readily manufacturable on the media appropriate for all applicable platforms and
readily playable on such platform(s) without material defects from such
media

       

      “Holdback Period” means the
period from the Effective Date until [***] following Initial
Release.

       

      “In-House” means Licensor’s
self-publishing of a product and sale of product inventory directly to a
retailer or distributor without the involvement of any third party
publisher; provided,
for the avoidance of doubt, that In-House publishing may include the provision
of Distribution Services (as defined below) only by third-party
publisher(s).  

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


          HoE
Publishing Agreement – Execution Copy 

        

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      As used
herein, “Distribution Services” shall mean the distribution of physical and/or
electronic Title units within the applicable territory, consistent with standard
industry practices and excluding responsibility for marketing or manufacturing
such Title units.

       

      “Initial Release” in connection
with a specified subject matter, shall mean the first commercial shipment of
manufactured units of such subject matter sold to the trade for ultimate resale
to consumers.

       

      “Integration Kit” shall have
the meaning provided in Section 1.11.

       

      “Instructional Materials” shall
mean the printed materials intended for customer or end-user use, including
without limitation user’s manuals and instructions for using the Deliverables or
Title.

       

      “Intellectual Property Right”
shall mean the rights in and to, including, without limitation, the right to use
and to exclude others from access to or use of, Intellectual
Property.

       

      “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, continuations, divisions and
continuations-in-part of such applications; and all corrections, reissues,
patents of addition, extensions and renewals of any such grant, registration or
right.

       

      [***]

       

       “Late Adjustment” means a
reduction in the otherwise applicable royalty rate equal to 0.5% of Net Receipts
for each month or portion thereof beyond the scheduled delivery date that an
approved Title Platform version Gold Master is delivered.

       

      “Licensor Insolvency Event” has
the meaning provided in Section 14.5.

       

      “Licensor Trademarks” means the
RED MILE trademark, trade name and logo.

       

      “Localization” means any
translation of the Title to another broadcast standard (i.e., NTSC to PAL)
and/or to a language other than United States English.

       

      “Localization Kit” has the
meaning provided in Section 1.11.

       

      “Marketing Budget” means the
overall budgeted marketing plan for the Title, including but not limited to
items such as MDF (as defined in the Royalty Addendum); coop advertising;
creation and production of creative, marketing, advertising and promotional
assets and elements; web advertising; print advertising; television and radio
advertising; cross-promotional initiatives, public relations; email marketing;
media buys; and press tours.

       

      “Milestone Delivery” shall mean
delivery by Licensor to Atari of all materials specified for a particular
Milestone, as set forth in the Milestone Schedule.

       

      “Milestone Schedule” shall mean
the schedule of development increments with respect to this Agreement (each a
“Milestone”),
as set forth under the Milestone, Deliverable and Payment Schedule in Exhibit
B.

       

      “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.

       

      “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 an agency or instrumentality thereof.

       

      “Platforms” shall mean the Sony
Playstation 3, Microsoft Xbox 360 and Windows personal computer (PC) platforms,
and their respective successor platforms.

       

      
        

      

      
        
          
            	
                    [***]

                  	
                    A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                  


          

          
            	
                     
      

                  	
                    confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                  


          

        

        


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          3

          
            

          

        

        
          
          

        

      

       

       

      “Port” means any conversion,
transfer or re-work of the Title to operate on any platform other than the
Platforms, and includes all SKUs of the converted/transferred/reworked Title
appearing on each such new platform

       

      “Program Error” means any
material deviation from the Specifications that has not been agreed upon by
Atari and Licensor, in writing, or any material deviation from commonly accepted
standards for normal and correct operation of game software programs, including,
but not limited to, events or occurrences where the Title abnormally ceases
functioning, produces incorrect or misleading information, erroneously
interprets information given to it, or is subject to repeatable phenomena which
render the Title commercially unsuitable.

       

      “Recoupable Content Costs”
means the cost of licensed and/or created content negotiated and/or secured by
Atari for or in connection with the Title, the cost of which is to be recouped
from royalties payable to Licensor hereunder, as specified in Exhibit
C.

       

      [***]

       

      “Royalty Reduction” shall have
the meaning provided in Section 2.2.

       

      “Sell-off Period” shall have
the meaning provided in Section 16.2

       

      “Sequel” means a subsequent
product in any medium continuing the course of the story (or representing an
earlier phase of the story, commonly referred to as a “prequel”) begun in the
Title or derived from the Title and based upon similar themes.

       

      “Software” shall mean any
and/or all of the following:  computer Source Code, generic code,
Object Code, engine, developer's tools and technology, graphic materials, art
work, story lines, music, sound effects, documentation, user manuals and all
other materials, created or developed by or on behalf Licensor as part of its
services to create a Title.

       

      “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 and/or Development Aids and/or other Software, together with
applicable documentation, in each case as and to the extent necessary to support
and maintain all aspects of any Deliverables or Title or, if applicable,
complete development of the Title.

       

      “Specifications” shall mean the
specifications set forth in Exhibit C
hereto.

       

      “Support Schedule” shall mean
the list of support obligations set forth under the “Support Schedule” heading
of Exhibit
A.

       

      “Technology” shall mean all
discoveries, inventions, writings, 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 Deliverables or Title or any hardware or software component
thereof, or are known or become known to Licensor 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
Licensor.

       

      “Transmission Games” means IR
Gurus Interactive Pty Ltd, d/b/a Transmission Games, a company organized under
the laws of Australia with a principal place of business at Level 3, 355 Spencer
Street, West Melbourne, Victoria 3003 Australia; facsimile: +613 9328
8332.

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


          HoE
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          4

          
            

          

        

        
          
          

        

      

       

      
        
          ROYALTY
ADDENDUM

        

        
          

        



       

      1.           Royalty
Provisions

       

      Subject
to the provisions of this Addendum, Atari shall pay as royalties on the Title
the amounts identified as royalties in the Compensation Schedule (Exhibit D) of this
Agreement.

       

      
        	
                1.1

              	
                Advances. Any
      payments designated in the Compensation Schedule as advances shall be
      fully recoupable against earned royalties, and shall be non-refundable,
      except as otherwise expressly provided in this Agreement, including
      without limitation in Section 2.2 and 14 of the
  Agreement.

              


      

       

      
        	
                1.2

              	
                Backup, Promotional
      and Complimentary Copies; Close Outs. No amount shall be credited
      or paid hereunder (i) with respect to any receipts from copies of Title
      distributed by Atari to existing customers as replacement or corrected
      copies, whether provided to such customers under a recall, warranty or
      maintenance policy or otherwise; (ii) with respect to any receipts from
      copies supplied for promotional or demonstration purposes to the press,
      trade, sales representatives, Licensor or potential major accounts; (iii)
      with respect to complimentary copies provided to Licensor; (iv) with
      respect to Close Out Sales made by Atari or (v) on the sale of any Units
      of the Title where the price Atari (or its Affiliate or other third party
      distributor) charges its retail customers for such Units is less than ten
      dollars ($10.00) for console or ($5.00) for personal computer
      (PC).

              


      

       

      
        	
                1.3

              	
                Samples and Locked
      Copies.  Without limiting the foregoing, it is further
      understood and agreed (i) that no royalties shall be paid hereunder with
      regard to any “sampler” product that Atari may distribute containing
      demonstration subsets of a Title, and (ii) that in the event Atari shall
      distribute “key locked” or similar demonstration products containing a
      full implementation of a Title which is originally provided in a state
      inaccessible to the user, (x) no royalty shall be payable with respect to
      such Title unless and until the user agrees to pay to unlock such Title or
      otherwise render it accessible, and (y) the Net Receipts with respect to
      such Title when so unlocked or otherwise rendered accessible shall be
      subject to deduction of any amount which thereby accrues to Atari’s
      dealers or distributors as a result
thereof.

              


      

       

      
        	
                1.4

              	
                Royalties After
      Cancellation by Atari. Should Atari elect to use any of Licensor’s
      work product created pursuant to this Agreement in a product released
      subsequent to cancellation of this Agreement under Section 14.1 of this
      Agreement, Licensor shall be entitled to such reduced royalties, as
      determined by Atari in good faith, based upon the proportion of Licensor’s
      work product used in Atari’s final release of such
  product.

              


      

       

      
        	
                1.5

              	
                Special Accounting
      Rules.

              


      

       

      1.5.1           International
Sales.

       

      
        	
                 
      

              	
                [1]

              	
                For
      sales outside the United States (the “International
      Territory”) for which Licensor is entitled to a royalty based on a
      percentage of the sale price, Atari will make payment to Licensor in U.S.
      Dollars based upon the exchange rate in effect on the day Atari receives
      the receipts of the sale.

              


      

       

      
        	
                 
      

              	
                [2]

              	
                If
      the payment of royalties to Licensor for sales in any country of the
      International Territory is blocked or subject to restrictions by
      governmental authorities, such royalties may either be held in the
      blocking or restricting country (if permitted by local regulations) or may
      be removed from such country and paid to Licensor, subject to whatever
      restrictions, limitations and/or taxes may be imposed by the government of
      such country. In no event shall Atari be responsible to protect the value
      of sums against currency fluctuation, effects of inflation, or other
      economic or monetary adjustment.

              


      

       

      
        	
                 
      

              	
                [3]

              	
                If
      the government of a country in the International Territory requires a
      reduction in the royalty rate set forth in this Agreement as a condition
      of approving the payment of royalties to Licensor, Licensor agrees to
      reduce such rate for that country so as to provide for the maximum royalty
      payment allowed by such government.

              


      

       

      
        	
                 
      

              	
                [4]

              	
                When
      deemed reasonably necessary by Atari, Licensor shall enter into separate
      agreements with subsidiary, affiliated or controlled companies of Atari
      for the purpose of facilitating the payment of
  royalties.

              


      

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          1

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                 
      

              	
                1.5.2

              	
                Atari Bundled
      Transactions. If Atari sells or licenses a Title containing the
      Deliverables developed under this Agreement with other works or products,
      supplied by Atari, in a package or on a single medium for a single price
      (“Bundled”),
      any royalties due to Licensor based upon Net Receipts of the Title, for
      each Title so sold or licensed shall be computed based on Atari’s Net
      Receipts for the entire package or medium, adjusted as follows. The
      royalties computed based upon Net Receipts for such package or medium
      shall be multiplied by the then current suggested retail price of the
      Title, and the result shall then be divided by the sum of the then current
      suggested retail prices of all the works and products, including the
      Title, that Atari includes in such package or medium. Atari shall
      establish a reasonable estimate of the suggested retail price for any
      Bundled work for which there is no prevailing suggested retail price and
      use that value as the suggested retail price of the work for the purposes
      of the royalty calculation defined in this Section. In establishing a
      reasonable estimate of the suggested retail price for works that have no
      prevailing suggested retail price, Atari shall assure that such estimate
      is reasonably related to the value or the sales potential of the work and
      is consistent with suggested retail prices customarily charged in the
      industry.

              


      

       

      
        	
                1.6

              	
                Distribution by Other
      Means. In the event any Title shall be distributed in any medium or
      by any means for which the calculation of royalties is not provided for
      hereunder, but for which royalties are not excluded hereunder, the parties
      hereto shall be obligated to negotiate with each other in good faith as to
      a fair and reasonable royalty which shall be applicable with respect
      thereto, which royalty shall be commensurate with the royalty rates
      otherwise provided hereunder with respect to such Title, taking into
      account any differences in costs and revenues attributable to the change
      in media or distribution means.

              


      

       

      2.           Accounting
and Audit

       

      
        	
                2.1

              	
                Quarterly
      Accounting. Reporting and payment with respect to royalties shall
      be on a calendar quarterly basis. Prior to payment, Atari shall (i) deduct
      from royalties any taxes, duties or other amounts required by law to be
      withheld by Atari; (ii) deduct or credit such amount, if any, as shall be
      necessary to maintain a reserve for returns equal to thirty percent (30%)
      of the Average Quarterly Royalty (such reserve to be adjusted as soon as
      practicable and at least on a twelve (12) month rolling basis and finally
      liquidated when the last royalty payment hereunder is made); (iii) recoup
      from the royalty any amounts designated as advances against royalties
      which are then recoupable under the terms of such designation; and (iv)
      deduct any additional or other amounts expressly deductible or
      withholdable from royalties hereunder. Within sixty (60) days after the
      close of each calendar quarter, beginning with the first calendar quarter
      in which any royalties are due hereunder, Atari shall provide Licensor
      with a written statement showing the Gross Sales and Net Receipts for such
      calendar quarter, a calculation of the royalties payable to Licensor in
      respect of such period. Each such statement shall be accompanied by
      payment of the amount of royalties due. Licensor shall be deemed to have
      consented to all accountings rendered by Atari and each such statement of
      accounting shall be conclusive, final and binding, unless specific
      objection in writing, stating the basis thereof, is given by Licensor to
      Atari within one (1) year after the date it was rendered. No claim
      concerning a statement or other account rendered by Atari may be made
      unless asserted within one (1) year after the date of Atari’s notice
      rejecting such objection or, if Atari fails to give such notice of
      rejection, within one (1) year after the sixtieth (60th) day following
      Licensor’s written objection.

              


      

       

      
        	
                2.2

              	
                Examination
      Rights. Licensor shall have the right, to be exercised not more
      than once per calendar year and upon not less than ten (10) business days
      prior written notice to Atari, through an independent public accounting
      firm reasonably acceptable to Atari, to examine the books, records and
      accounts of Atari relating to Atari’s sales of the Title and Collateral
      Merchandise, for the purposes of verifying Atari’s compliance with the
      terms and conditions of this Agreement.  All information made
      available to Licensor’s representative in any such examination shall be
      and be treated as Confidential Information, and prior to any such
      examination, Licensor’s representative shall enter into an appropriate
      confidentiality agreement with Atari.  Each such examination
      shall not exceed three (3) days in duration and shall be conducted during
      regular business hours, in such manner as not to interfere unduly with the
      business of Atari.  Licensor’s representative shall report to
      Licensor solely whether Licensor has been overpaid, underpaid or properly
      paid for the period subject to examination.  The expenses of
      examination pursuant to this Addendum Section 2.2 shall be borne by
      

              


      

       

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          2

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                   

                	
                  Licensor;
      provided, however, that Atari shall be charged for the expense of any such
      examination that establishes an underpayment of Licensor in excess of ten
      percent (10%) of the amount due for the period subject to
      examination.  In the event that such examination reveals any
      overpayment by Atari, Licensor shall refund such overpayment within thirty
      (30) days following Licensor’s receipt of such examination
      results.

                


        

         

      

      
        	
                2.3

              	
                Payment of Discovered
      Underpayment.  With respect to any claim by Licensor that
      additional monies are payable by Atari to Licensor pursuant to this
      Agreement based upon such an examination, Atari shall not be deemed in
      breach of this Agreement if, within thirty (30) calendar days after
      Atari’s receipt of any written claim that additional monies are due and
      payable, together with a copy of the audit report prepared in connection
      with such audit, Atari shall either: (i) pay such additional monies so
      claimed by Licensor; or (ii) contest such claim, in whole or in part, by
      written notice sent to Licensor.

              


      

       

      
        	
                2.4

              	
                Audit Prior to Dispute
      Resolution.  Licensor further agrees that as a condition
      to proceeding with any action or adjudication concerning Atari’s failure
      to pay Compensation under this Agreement, Licensor shall first be
      obligated to conduct an examination in accordance with Section 2.2 of this
      Addendum.

              


      

       

      3.           Certain
Definitions

       

      For
purposes of this Addendum, the following terms shall be understood as defined
below:

       

       “Average Quarterly Royalty”
shall mean the mean quarterly royalty amount for those of the four (4) most
recent calendar quarters for which royalties have been reported under this
Agreement.

       

      “Chargebacks” means, with
respect to the Title or the Exclusive Derivative Products, as applicable, after
the Initial Release, deductions taken by a retailer from or off such retailer’s
wholesale invoice for units of such Title or the Exclusive Derivative Products,
as applicable for price protection and markdowns, plus an additional four
percent (4%) of Gross Receipts deducted in order to reflect retailer-level
deductions taken for shortages, shipping errors, fines, bad debt, defective
items, early payment, volume discounts, and similar items

       

      “Close Out Sale” shall mean any
sale of a product at a price thirty three and one third percent (33 1/3%) or
more below Atari’s standard wholesale “A” price made with the intention of
discontinuing the product in question and liquidating inventory.

       

      “Gross Receipts” means the
actual amounts received by Atari or (without duplication) its affiliates for
sale or sublicensing of the Title or the Exclusive Derivative Products, as
applicable, to any third-party.

       

      “Manufacturing Costs” means the
costs of manufacturing and packaging, including license fees, royalties and
other consideration payable to any (if any) Platform manufacturers (e.g., Sony,
Nintendo, and Microsoft), shipping and handling, insurance, and customs and
brokerage fees.

       

      “MDF” means, with respect to
the Title or the Exclusive Derivative Products, as applicable after the Initial
Release, the deduction taken by a retailer from or off such retailer’s wholesale
invoice for units of the Title or the Exclusive Derivative Products, as
applicable for amounts spent by such retailer for the provision of marketing
materials and tools to promote the Title or the Exclusive Derivative Products,
as applicable or amounts paid by distributors of the Title or the Exclusive
Derivative Products, as applicable to such retailer for the same, it being
understood and agreed that MDF is to be calculated over the commercial life of
the Title or the Exclusive Derivative Products, as applicable.

       

      “Net Receipts” means Gross
Receipts, less only the Manufacturing Costs, Chargebacks, MDF, Returns, Licensed
Content costs, content creation costs, and license fees, provided that any costs
for Licensed Content and/or other Atari-provided content that are deemed
Recoupable Content Costs shall not be deducted when calculating Net
Receipts.

       

      “Returns” means defective,
overstock and other returns and markdowns, price protection and the like given
in lieu of returns.

       

      
        

      

      
        
          
            	
                    [***]

                  	
                    A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                  


          

          
            	
                     
      

                  	
                    confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                  


          

        

        


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      Schedule
9.3

      


      Security
Interests

      


      


      


       

      
        	
                1.     
      Licensor has entered into a Credit Agreement with Silverbirch, Inc.
      which is secured by all personal property of
    Licensor. 

              


      

       

       

      
        	
                2.     
      Licensor has entered into a Revolving Line of Credit Agreement with
      Tiger Paw Capital Corp. which is secured by all personal property of
      Licensor.

              


      

       

      
 

       

       

       

       

       

       

       

      
        
          

        

        
          
            
              	
                      [***]

                    	
                      A
      series of three asterisks within brackets denotes the omission of material
      pursuant to a request for

                    


            

            
              	
                       
      

                    	
                      confidential
      treatment.  Such omitted material has been filed separately with
      the Securities and Exchange
Commission.

                    


            

          

          


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          4