Exhibit 10.12

EMPLOYMENT AGREEMENT

AGREEMENTdated as of the 7th day of November, 2002 betweenELECTRONICS
BOUTIQUE HOLDINGS CORP., a Delaware corporation (the "Company"), and John R. Panichello (the "Executive").

WHEREAS, the Executive is currently employed by the Company; and

WHEREAS, the Company and Executive mutually desire to enter into this Agreement with respect to Executive's continued employment with the
Company on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the Company and Executive agree as follows:

1.Employment and Term.The Company agrees to continue to employ Executive and Executive agrees to continue to
serve the Company as its Executive Vice President and Chief Operating Officer, or in such other executive positions as may be mutually agreed upon by Executive and the Company, during the Term. The
term of this Agreement (the "Term") shall commence as of the date set forth above and end on the date which is the third year anniversary thereof, or such later date to which Executive's employment
may be extended as provided in Section 12 hereof.

2.Duties.During the Term, Executive agrees to serve the Company faithfully and to the best of his ability; to
devote his entire working time, energy and skill (except for illness or incapacity and except for vacation time as provided herein) to such employment; to use his best efforts, skills and ability to
promote its interests and to perform such duties as from time to time may be assigned to him, subject to Section 3 hereof. Notwithstanding the foregoing, Executive may engage in charitable and
public and industry service activities so long as such activities do not materially interfere with the performance of his duties and responsibilities under this Agreement.

3.Responsibilities.Executive's area of responsibility shall be that of Executive Vice President and Chief
Operating Officer, or such other executive position as may be mutually agreed upon by Executive and the Company, and during the Term, the Company shall not assign any duties to or remove any duties
from Executive inconsistent therewith and, further, the Company shall at all times provide Executive with such executive powers and authority as shall reasonably be required to enable him to discharge
such duties in an efficient manner, together with such facilities and services as are suitable or customary to such position. During the Term, Executive shall report directly to the President and
Chief Executive Officer of the Company.

4.Compensation.The Company agrees to pay Executive as compensation for all duties performed by him in any
capacity during the period of his employment under this Agreement:



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5.Benefits; Reimbursement of Expenses; Vacation.Executive shall also be entitled to:



6.Disability or Death.



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7.Confidential Information; Conflict of Interest; Non-Compete.



8.Termination.This Agreement may be terminated prior to the expiration of its Term as follows:



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9.Wrongful Termination; Company Breach; Change in Control.In the event of the termination of this Agreement by
Executive pursuant to paragraph (d) or (e) of Section 8, or in the event of termination of this Agreement by the Company other than pursuant a notice of termination under
paragraph (b) or (c) of Section 8, Executive shall be entitled to receive all of the compensation and benefits provided herein until the later of (i) the date the Term
would have expired absent any termination of this Agreement, or (ii) twelve (12) months from the effective date of such termination; provided,however, that in no event will an amount be payable to Executive in excess of $100 less than
the maximum amount of compensation deductible to the Company under Section 280G of the Internal Revenue Code of 1986, as amended.

10.Arbitration.If the Company and Executive shall become involved in a dispute relating to any alleged breach
of this Agreement by the Company or Executive, the dispute shall be submitted to binding arbitration by the American Arbitration Association in Philadelphia, Pennsylvania upon the demand of either
party, the results of which may be transferred to a court of competent jurisdiction and entered of record as a judgment upon which execution may issue. If Executive substantially prevails (by
judgment, settlement or otherwise) in such dispute, the Company shall reimburse Executive for all reasonable costs (including reasonable fees and disbursements of counsel) incurred by him in
connection with such dispute upon presentation to the Company of evidence of such costs. Nothing herein shall prevent either party from going directly to a court of competent jurisdiction for any form
of injunctive or other equitable relief, whereby the other party shall not have any right to mandate the arbitration provisions.

11.Termination of Prior Agreements.This Agreement expressly supersedes all agreements and understandings
between the parties regarding the subject matter hereof and any such agreement or understanding is terminated as of the date of execution of this Agreement.

12.Renewal/Non-Renewal.This Agreement shall be automatically extended without further action by
the parties for one (1) additional year unless either party shall, at least 90 days prior to the expiration date, have given notice to the other party that this Agreement shall not be so
extended.

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13.Binding Effect.This Agreement shall be binding upon and inure to the benefit of the parties hereof, their
respective legal representatives and to any successor of the Company, which successor shall be deemed substituted for the Company under the terms of this Agreement. As used in this Agreement, the term
"successor" shall include any person, firm, corporation or other business entity which at any time, whether by merger, purchase or otherwise, acquires all or substantially all of the assets or
business of the Company. The Executive consents to the assignment of this Agreement to any successor who or which agrees to be bound by all of its provisions without modification adverse to the
Executive.

14.Waiver of Breach.The waiver by the Company of a breach of any provision of this Agreement by Executive
shall not operate or be construed as a waiver of any subsequent breach.

15.Notices.Any notice required or permitted to be given hereunder shall be sufficient if in writing and if
sent by registered or certified mail to Executive at his residence or to the Company at its principal place of business.

16.Entire Agreement.This document contains the entire agreement of the parties and may not be amended unless
in writing and signed by both parties.

17.Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania as applied to contracts executed and performed wholly within the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

| |  | ELECTRONICS BOUTIQUE HOLDINGS CORP.
| |  | -----------------------------------
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  | /s/JOHN R. PANICHELLO              
| |  | John R. Panichello                 

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