EXHIBIT 10.48


December 17, 2004


Majorem Ltd:
6 Maklef st., Holon 58672
Israel

Gentlemen:

         This letter agreement shall represent a legally binding  agreement (the
"Agreement") by and between Majorem Ltd ("Majorem") and Interplay  Entertainment
Corporation  ("Interplay")  pursuant to which Majorem hereby grants to Interplay
the sole and exclusive  worldwide  right,  outside of the country of Taiwan,  to
publish, promote, distribute and otherwise exploit the interactive software game
known  as  "Ballerium"  (the  "Game")  on the  PC.  Interplay  shall  also  have
prequel/sequel  rights. The term of this Agreement shall commence on the date of
the full execution of this Agreement and shall continue for the economic life of
the product. Majorem shall have audit rights customary in the industry, upon ten
days  written  notice and  limited  to one audit per  fiscal  year with at least
twelve months between each audit.  Interplay may sublicense or assign its rights
to a third  party  without the  express  written  consent of Majorem and Majorem
hereby consents to such  sublicenses and  assignments.  All rights not expressly
granted to Interplay  under this  agreement  are reserved to Majorem  and/or its
respective licensors.

         In  consideration  of the grant of rights  described  above,  Interplay
shall pay to Majorem a fully  recoupable  advance in the amount of $300,000 (the
"Advance") in United States currency as set forth below.  Interplay shall pay to
Majorem  $300,000  within 90 days of signing this Agreement (the "Initial option
period").

         Interplay  shall,  at its own  discretion,  pay the  Advance in twice a
month installments of no less than $20,000 (the "Installment") each. The Initial
option  period  shall be  extended  by 15 days upon  receipt  by Majorem of each
Installment  payment.  The first $20,000 Installment will be made within 45 days
from signing this Agreement.

         Upon payment of the first Installment,  Majorem will resume development
of the Game and reinstate the online Beta testing allowing consumers to download
the game and play it by accessing beta testing servers provided by Majorem.

         If Interplay fails to pay the full $300,000 advance as prescribed, then
all rights  granted to Interplay  under this  agreement  shall revert to Majorem
and/or its  respective  licensors,  at which time  Interplay will only retain an
interest in the Game up to the amount of all Installments it will have paid.

         Interplay will provide the commercial servers,  hosting allowing online
access to the game,  billing and access  customer  service  while  Majorem  will
provide all game content and in-game  customer  service.  Interplay  agrees that
Majorem's  name  will be used in all  publications  made in  conjunction  to the
product, including prompt labeling of any media carrying the product.

         Following  payment by Interplay of the Advance,  Majorem  shall receive
the following additional royalty payments (the "Royalties")  associated with the
exploitation of the game:

         Twenty  percent (20 %) of Interplay's  Net Retail  Receipts (as defined
below) from all sales and  distribution  licenses of the Game.  For  purposes of
this Agreement,  "Net Retail  Receipts"  shall mean the gross receipts  actually
received  and earned by  Interplay  from sales or  distribution  licenses of the
Game, less the following amounts:

         (i)      Any applicable taxes on the sale or license of the Game;


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         (ii)     Amounts reimbursed by customers such as insurance or shipping;

         (iii)    Any cash discounts, freight discounts, mark down allowances or
                  marketing funds required from customers;

         (iv)     Any commissions and/or  distribution fees that must be paid in
                  conjunction with the sale or license of the Game;

         (v)      Amounts for returns, such as credits or refunds;

         (vi)     Currency exchange fees incurred by Interplay;

         (vii)    No royalties to be paid on Product furnished by Interplay on a
                  so  called   "no   charge"   basis  as  demos  to  dealers  or
                  journalists;

         (viii)   With respect to direct sales, all out of pocket costs, such as
                  telephone charges and fulfillment costs;

         (ix)     A marketing  allowance not to exceed 15% of gross sales;  and,

         (x)      Cost of goods.

         Fifty  percent  (50%) of  Interplay's  Net Online  Receipts (as defined
below) from all online  subscriptions giving access to the Game. For purposes of
this Agreement,  "Net Online  Receipts"  shall mean the gross receipts  actually
received  and  earned by  Interplay  from sales of online  subscriptions  giving
access to the Game, less the following amounts:

         (i)      Any applicable taxes on the sale of subscriptions to the Game;

         (ii)     Credit card chargebacks;

         (iii)    Any third party hosting fees that must be paid in  conjunction
                  with the maintenance of servers  allowing online access to the
                  Game;

         (iv)     Any third  party  customer  service  fees that must be paid in
                  conjunction with the subscriptions giving access to the game;

         (v)      Any third party billing fees that must be paid in  conjunction
                  with the  processing  of  subscriptions  giving  access to the
                  game;

         (vi)     Amounts for credits or refunds;

         (vii)    Currency exchange fees;

         (viii)   No royalties to be paid on accesses  furnished by Interplay on
                  a  so  called  "no  charge"  basis  as  demos  to  dealers  or
                  journalists;

         (ix)     Any  expenses  that must be  independently  paid to Majorem in
                  conjunction  with in-game  customer  service it is required to
                  supply.

Any deductible  expenses that are made to parties  related to Interplay (Such as
subsidiaries,  Major shareholders and others) will require Majorem's approval in
advance.

Following full  recoupment by Interplay of the Advance,  such Royalties shall be
paid  within  sixty days after the end of each of  Interplay's  fiscal  quarters
(January, April, July, October).  In-game customer-service expenses will be paid
in advance,  according to a quarterly  plan submitted by Majorem and approved by
Interplay at the product launch and then by the first day of each of Interplay's
fiscal quarters.

         Majorem  represents,  warrants and  covenants  from the date hereof and
throughout the term of this Agreement to Interplay, its successors, sublicensees
and assigns that the Game is or will be original to Majorem  and/or  exclusively
owned or licensed by Majorem outside  Taiwan;  that the Game does not violate or
infringe upon any rights (intellectual  property or other) of any third parties,
that Majorem has full legal right and  authority  to enter into this  Agreement;
and that the  execution  and  delivery  of this  Agreement  by Majorem  will not
violate or cause a breach of any other agreement to which it is a party.

         A party  hereto  shall be deemed to be in default of this  Agreement in
the event that party breaches any covenant,  representation or warranty it makes
in this Agreement or if any representation or warranty is or becomes untrue, and
such breach or untruth is material and not cured  within  thirty (30) days after
receipt  of  written  notice  from the  non-breaching  party.  Unless  otherwise
specified in this Agreement, this Agreement may be terminated in its entirety:


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         (i)      if the  breaching  party  breaches any of the material  terms,
                  covenants, representations and/or warranties of this Agreement
                  (other than a royalty advance  obligation  hereunder) and such
                  breach   is  not   cured  by  the   breaching   party  to  the
                  non-breaching  party's reasonable  satisfaction  within thirty
                  (30)  days  after   receipt  of   written   notice   from  the
                  non-breaching party; or

         (ii)     if the breaching party breaches a royalty  advance  obligation
                  under  this  Agreement,  and such  breach  is not cured by the
                  breaching  party  to  the  non-breaching   party's  reasonable
                  satisfaction within thirty (30) business days after receipt of
                  written notice from the non-breaching party; or

         (iii)    In the event either party to this  Agreement  files a petition
                  in bankruptcy or is adjudged a bankruptcy.

         Any  termination  of this Agreement will not cause waiver of rights for
Royalties,  future past or present,  and shall keep the  Non-Disclosure  part of
this Agreement intact.

         Each party hereby  agrees to indemnify  and hold harmless the other and
each of the other's affiliates, successors, and assigns from and against any and
all liabilities,  damages,  claims,  reasonable costs and (including  reasonable
attorney's  fees) for third  party  claims  arising out of any breach or alleged
breach of the representations, warranties, covenants and agreements contained in
the Agreement.

                  EXCEPT AS PROVIDED  HEREIN,  THE LIABILITY OF EITHER PARTY, IF
ANY,  FOR DAMAGES FOR ANY CLAIM OF ANY KIND  WHATSOEVER  AND  REGARDLESS  OF THE
LEGAL THEORY,  SHALL NOT INCLUDE  COMPENSATION OR DAMAGES ON ACCOUNT OF THE LOSS
OF PROSPECTIVE PROFITS, EXPENDITURES,  INVESTMENTS OR COMMITMENTS,  WHETHER MADE
IN  ESTABLISHMENT,  DEVELOPMENT  OR MAINTENANCE OF GOODWILL OR REPUTATION OR FOR
ANY OTHER  REASON  WHATSOEVER.  IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE  FOR
SPECIAL,   INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES,  EVEN  IF  APPRISED  OF  THE
LIKELIHOOD OF SUCH DAMAGES OCCURRING.

Non-Disclosure:

         a.       PROPRIETARY  INFORMATION.  Each party  acknowledges and agrees
                  that certain  information  which it may receive from the other
                  party will be Proprietary Information to the disclosing party.
                  "Proprietary  Information"  shall mean:  (i) the fact that the
                  disclosing  party  intends to develop  or have  developed  any
                  particular  software or other  product;  (ii) any  information
                  concerning or related to the Products;  (iii) any  information
                  concerning the terms and conditions of this Agreement,  except
                  without the prior  written  consent of the other party,  which
                  shall not be unreasonably withheld; (iv) nonpublic information
                  concerning the business or finances of the  disclosing  party;
                  and (v) any other  information  which if  disclosed to a third
                  party could  adversely  affect a competitive  advantage of the
                  disclosing party.

         b.       PROTECTION.  Each party agrees, both during and after the term
                  of this Agreement,  to use the Proprietary  Information of the
                  other party only in connection with its rights and obligations
                  under this  Agreement,  and not to,  directly  or  indirectly,
                  reproduce  such  Proprietary   Information  or  distribute  or
                  disclose such  Proprietary  Information,  except to employees,
                  prospected investors and strategic partners or consultants who
                  have a need to know such Proprietary Information in connection
                  with the  performance of the  obligations  and exercise of the
                  rights under this  Agreement,  and to hold in  confidence  all
                  Proprietary  information of the other party and to use is best
                  efforts  to  prevent  the  unauthorized  copying,  use  and/or
                  disclosure of the other party's Proprietary Information.


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         c.       NO   NONDISCLOSURE   OBLIGATION.   Each   party's   respective
                  obligation to hold the other party's  Proprietary  Information
                  in strict  confidence shall not apply to any information that:
                  (i) becomes  known to the general  public  without a breach of
                  the  nondisclosure  obligations  of  this  Agreement;  (ii) is
                  disclosed  by the  owner  of the  Proprietary  Information  to
                  others without  restriction  on disclosure;  (iii) is obtained
                  from  a  third  party  without   breach  of  a   nondisclosure
                  obligation;  or (iv) must be disclosed in connection  with any
                  suit,  action or other dispute related to this Agreement or is
                  otherwise required to be disclosed by law.

         d.       CONFIDENTIALITY  OF  AGREEMENT.  Both  parties  agree that the
                  terms and  conditions  of this  Agreement  shall be treated as
                  Confidential  Information  and that no  reference to the terms
                  and conditions of this  Agreement or to activities  pertaining
                  thereto  can be made in any form  without  the  prior  written
                  consent  of the  other  party;  provided,  however,  that  the
                  existence   of  this   Agreement   shall  not  be  treated  as
                  Confidential  Information  and that either  party may disclose
                  the terms and conditions of this Agreement:

                  1.       as required by any court or other governmental body;

                  2.       as otherwise required by law;

                  3.       to legal counsel of the parties;

                  4.       in  confidence,   to  accountants,   banks,  proposed
                           investors, and financing sources and their advisors;

                  5.       in confidence,  in connection with the enforcement of
                           this Agreement or rights under this Agreement; or

                  6.       in  confidence,   in  connection  with  a  merger  or
                           acquisition or proposed merger or acquisition, or the
                           like.

         e.       IRREPARABLE  HARM. Each party agrees that the unauthorized use
                  or   disclosure   of  the   disclosing   party's   Proprietary
                  Information  may cause  irreparable  injury to the  disclosing
                  party. Accordingly,  both parties agree that the remedy at law
                  for any  breach of this  Section  may be  inadequate  and,  in
                  recognition  thereof,  agree that the party suffering from the
                  unauthorized  use or disclosure  shall be entitled to ex party
                  injunctive  relief to prevent any such breach or the threat of
                  such a breach.

         The  parties  hereto  agree  that  all of  the  material  terms  of the
agreement  between the parties with respect to this transaction are set forth in
this Agreement.

         This  Agreement  shall  be  governed  by  the  laws  of  the  State  of
California,  and the  parties  agree that all  disputes  related to the  subject
matter of this  Agreement  shall be heard by a court of  competent  jurisdiction
located in the State of  California.  Nevertheless,  any dispute or  controversy
arising under this Agreement,  including  without limiting the generality of the
foregoing,   any  dispute  concerning  the  scope  of  this  Section,  shall  be
conclusively  settled  by  arbitration  in the  State of New  York,  U.S.A.,  in
accordance  with the rules of the  International  Chamber of Commerce.  Judgment
upon the  award  rendered  by the  arbitrators  shall be final,  conclusive  and
binding on the Parties and may be entered in and enforced to the fullest  extent
of the law by any court  having  jurisdiction  thereof,  and the Parties  hereby
irrevocably  consent and submit to the jurisdiction of the applicable courts for
this purpose.  No amendment or  modification  of this  Agreement  shall be valid
unless made in a writing executed by all parties.


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Each party shall execute and deliver all such further instruments, documents and
papers,  and shall  perform any and all acts,  necessary  to give full force and
effect to all the terms  and  provisions  of this  Agreement.  Unless  otherwise
specified  herein,  any  consents  and/or  approvals  requested  of either party
pursuant to this Agreement  shall not be unreasonably  withheld,  conditioned or
delayed. Without limitation, both parties acknowledge and agree that it shall be
deemed  "reasonable"  for either party to withhold its consent  and/or  approval
where  necessary  in order for said party to comply  with the terms of any third
party licenses  applicable to the Game. No uncertainty or ambiguity herein shall
be  construed  or  resolved  against  any  party,  whether  under  any  rule  of
construction or otherwise;  on the contrary,  this Agreement has been negotiated
by all parties and shall be construed and interpreted  according to the ordinary
meaning of the words used so as to fairly accomplish the purposes and intentions
of the  parties.  Unless  specifically  stated  otherwise,  any  reference  to a
particular  period of days herein shall be  interpreted as reference to calendar
days; provided,  however, that if such period would otherwise end on a Saturday,
Sunday or generally  recognized U.S.  public  holiday,  then the period shall be
deemed to end on the next  business  day.  The  losing  party to any  litigation
between the parties hereto shall pay to the prevailing party all expenses, costs
and fees (including  attorney's  fees) incurred by such prevailing party in such
litigation.  This Agreement does not create partnership or joint venture between
the  parties  and shall not be  construed  as doing so.  Any  provision  of this
Agreement that is found by a court of competent jurisdiction to be void, invalid
or unenforceable  shall be curtailed and limited only to the extent necessary to
bring such provision  within the  requirements  of the law, and such finding and
curtailment  shall  not  affect  the  validity  or  enforceability  of any other
provision of this  Agreement.  Any waiver of the provisions of this Agreement or
of a party's  rights or remedies  under this  Agreement must be in writing to be
effective.  Failure,  neglect,  or delay by a party to enforce the provisions of
this  Agreement or its rights or remedies at any time will not be construed  and
will not be deemed to be a waiver of such party's  rights  under this  Agreement
and will not in any way  affect  the  validity  of the whole or any part of this
Agreement or prejudice such party's right to take subsequent action.


Interplay hereby declares that it has reached Majorem through  implementation of
in-house efforts alone, and that no agent has been used in the process of making
this Agreement.


         This  Agreement  may be  executed  in  counterparts  and  delivered  by
facsimile.




                                         Interplay Entertainment Corporation



                                         By:    /s/ Herve Caen
                                               -----------------------------
                                         Name:  Herve Caen
                                         Title: CEO

Agreed:

Majorem Technology at Play Ltd


By:    /s/ Eyal Netanel
       ------------------------
Name:  Eyal Netanel
Title: CEO