EXHIBIT 10.20

                              SETTLEMENT AGREEMENT


               THIS AGREEMENT made and entered into,  effective  April 19, 2005,
by  and  between  INTERPLAY  ENTERTAINMENT  CORP.   ("Interplay"),   a  Delaware
corporation,  with an address of 1682 Langley Avenue, Irvine,  California 92614,
on the  one  hand  and  SNOWBLIND  STUDIOS,  INC.  ("Snowblind"),  a  Washington
corporation,  with an address of 19119 North Creek Parkway,  Suite 201, Bothell,
Washington 98011, on the other hand.

                                   WITNESSETH

               WHEREAS,  on or about February 29, 2000,  Interplay and Snowblind
entered into a written contract (hereinafter collectively with all amendments to
the  aforementioned  written  contract  referred to as the "Product  Agreement")
pursuant to which Snowblind developed a video game entitled "BALDUR'S GATE: DARK
ALLIANCE" for operation on the Sony  PlayStation 2 and Microsoft Xbox platforms,
respectively  (the  "Snowblind  Developed  Products") and code and tools for the
operation of same, (the "Snowblind Technology"); and

               WHEREAS,  Interplay commercially released the Snowblind Developed
Products as well as a version of the Snowblind  Developed  Products  designed to
operate on the Nintendo  GameCube  console  video game  machine  (the  "GameCube
Version"); and

               WHEREAS,  on or about  January 14, 2004,  Interplay  commercially
released a video game entitled "FALLOUT: BROTHERHOOD OF STEEL," a non-derivative
of the  Snowblind  Developed  Products  which was  designed  for use on multiple
gaming platforms that also uses the Snowblind Technology (hereinafter, "FALLOUT:
BROTHERHOOD OF STEEL" is referred to as the "Non-Derivative Product"); and

               WHEREAS,  on or about  January 20, 2004,  Interplay  commercially
released a video game entitled  "Baldur `s Gate:  Dark Alliance II," a sequel to
the Snowblind  Developed  Products which was designed for use on multiple gaming
platforms that also uses the Snowblind Technology (hereinafter,  "Baldur's Gate:
Dark  Alliance  II" is  referred  to as the "Sequel  Product").  [The  Snowblind
Developed  Products,  the GameCube Version,  the Non-Derivative  Product and the
Sequel Product shall  hereinafter be  collectively  referred to as the "Existing
Products".]

               WHEREAS,   pursuant  to  the  terms  of  the  Product  Agreement,
Snowblind is entitled to certain  royalties on the  exploitation of the Existing
Products by Interplay as well as Royalty  Statements,  all as more  particularly
set forth in the Product Agreement; and

               WHEREAS,  on November 19, 2003,  Snowblind commenced  proceedings
against  Interplay  in the  Superior  Court of the State of  California  for the
County of Orange,  entitled SNOWBLIND STUDIOS,  INC. V. INTERPLAY  ENTERTAINMENT
CORP., Case No. 03CC13842 (the "Litigation"); and

               WHEREAS, on June 23, 2004, Snowblind and Interplay entered into a
Stipulation and Partial  Settlement  Agreement (the "Partial  Settlement")  upon
which an order granting  partial summary  adjudication was rendered by the Court
in the Litigation; and


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               WHEREAS,  on June  23,  2004  Snowblind  filed a  Second  Amended
Complaint in the Litigation,  in which Snowblind  asserted  additional causes of
action  against  Interplay  for,  INTER  ALIA,  breach  of  contract,  fraud and
rescission alleging that certain additional  royalties are due Snowblind,  which
claims Interplay denies; and

               WHEREAS,  the  parties  to this  Agreement  have been  engaged in
discussions  to  compromise  and settle all claims  actually made or which could
have been made by Snowblind in the Litigation;

               NOW,  THEREFORE,   in  consideration  of  the  mutual  agreements
hereinafter provided for, the parties do hereby agree as follows:

1.       DISMISSAL OF LITIGATION:  Within five (5) days of the execution of this
         Agreement,  Snowblind  shall  cause  to be  filed  by  its  counsel  or
         otherwise,  a Request for Dismissal  with  prejudice of all claims with
         respect to the  Litigation,  and provide  counsel for Interplay  with a
         conformed  copy of same.  Each  party  will  bear  their  own costs and
         expenses associated with the Litigation,  including but not limited to,
         legal fees. It is agreed that Snowblind shall not enter judgment on the
         Partial Settlement Agreement or the Order granting summary adjudication
         dated October 27, 2004.

2.       TERMINATION OF THE PRODUCT AGREEMENT AND PARTIAL SETTLEMENT  AGREEMENT:
         Interplay  and Snowblind  agree that the Product  Agreement and Partial
         Settlement  Agreement are hereby terminated in their entirety and shall
         be of no further  force and effect  and they are hereby  superseded  by
         this  oSettlement  Agreement.  Neither party has any obligations to the
         other with  respect to the Product  Agreement  and  Partial  Settlement
         Agreement unless specifically set forth in this Agreement.

3.       REVERSION OF WORK FOR HIRE AND TECHNOLOGY:

         (a)      Interplay  hereby  irrevocably  and  unconditionally   grants,
                  conveys and assigns to Snowblind  all of its right,  title and
                  interest  in  and  to  the  Snowblind  Technology.  Except  as
                  provided  below,   Interplay  shall  have  no  right  to  use,
                  reproduce,  perform,  display,  enhance,  upgrade,  distribute
                  (directly or indirectly),  modify, adapt, perform, display and
                  execute,  and otherwise exploit or commercialize the Snowblind
                  Technology.  Notwithstanding  the foregoing,  Snowblind agrees
                  that Interplay  shall have the exclusive  right to continue to
                  manufacture,   sell,  license,  reproduce,  perform,  display,
                  distribute (directly or indirectly),  modify,  adapt, perform,
                  display and execute,  and otherwise  exploit or  commercialize
                  the  Existing  Products  using  the  Snowblind  Technology  as
                  embodied in the Existing  Products.  In connection  therewith,
                  this  agreement will  constitute an irrevocable  and perpetual
                  license to Interplay to use the Snowblind Technology, but only
                  as embodied in the Existing Products and no rights are granted
                  in any manner  whatsoever to exploit the Snowblind  Technology
                  not otherwise set forth in this Settlement Agreement.

         (b)      Interplay  hereby  irrevocably  and  unconditionally   grants,
                  conveys and assigns to Snowblind  all of its right,  title and
                  interest  in and  to all  materials  designed,  developed  and
                  delivered by  Snowblind  to Interplay  pursuant to the Product
                  Agreement,  including,  without  limitation,  all  characters,
                  visual  representations,  artwork,  computer models,  objects,
                  sounds,


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                  computer code (including  source code,  assembly code,  object
                  code and all data files and other files related  thereto),  or
                  other writings,  or other materials  forming a part thereof or
                  related thereto, that were created,  designed and developed by
                  Snowblind  in  connection  with  its  work  on  the  Snowblind
                  Developed  Products (the "Snowblind  Work Product").  The term
                  "Snowblind  Work Product"  excludes only those elements of the
                  Snowblind  Developed Products which were licensed to Interplay
                  by Atari  and its  predecessors-in-interest  as the  "Baldur's
                  Gate" and "Dungeons and Dragons"  properties,  consistent with
                  Section 5 of the Settlement  Agreement dated December 22, 2003
                  between   Interplay   and  Atari   Interactive   (the   "Atari
                  Agreement"),  which is attached  hereto as Exhibit "A" to this
                  Settlement   Agreement.   The  rights  to  be  transferred  by
                  Interplay to Snowblind will include,  without limitation,  all
                  intellectual  property  rights  in and to the  Snowblind  Work
                  Product,   including  without  limitation,  all  rights  under
                  copyright  (including the exclusive right to create derivative
                  works).  Snowblind acknowledges and agrees that Interplay will
                  continue to have the  exclusive  right to  manufacture,  sell,
                  license, distribute, reproduce, duplicate, display, advertise,
                  execute,  exploit,  and otherwise  commercialize  the Existing
                  Products in perpetuity  containing the Snowblind Work Product,
                  and Snowblind Technology.

         (c)      Interplay  shall have no right to produce new works based upon
                  or derived from the Snowblind  Work  Product.  Notwithstanding
                  the  foregoing,  Interplay  and  Snowblind  agree that nothing
                  contained in this Settlement Agreement is intended to limit or
                  shall be construed  to in anyway  restrict or limit the rights
                  of  either  party  to  design,   develop,   publish,   create,
                  distribute or otherwise exploit video or other games that take
                  place in the  medieval  "sword and  sorcerer"  fantasy  genre,
                  without the DARK ALLIANCE Trademark,  even if those games have
                  intellectual  properties  and/or assets  similar in content to
                  the games  developed  by either  party or the  Snowblind  Work
                  Product,  including  but not  limited to  similar  characters,
                  scenes, objects, plots, sounds and generalized scenes.

4.       LICENSE OF DARK ALLIANCE TRADEMARK:

         (a)      Interplay  grants to Snowblind the exclusive right and license
                  to use the trademark DARK ALLIANCE in any and all  interactive
                  media,  except for the  development of "massively  multiplayer
                  online  games"  ("MMOGs")  , the rights to which are  retained
                  exclusively by Interplay.  Except as provided in Section 5(c),
                  below,  the territory of the license  granted  herein shall be
                  worldwide.  Snowblind  shall have the right to sublicense  the
                  rights  granted  herein  to  it  by  Interplay,  but  only  in
                  connection  with the  manufacture,  sale and  distribution  of
                  games  developed by Snowblind for sale under the DARK ALLIANCE
                  title.  The term  "massively  multiplayer  online  games,"  or
                  "MMOGs," means software products on any platform in which five
                  hundred (500) or more individual participants have the ability
                  to  play  or  exist  simultaneously  in  a  persistent  world.
                  Snowblind  shall have the exclusive right to develop games for
                  sale under the DARK ALLIANCE title ("Dark Alliance Games") for
                  any and all  hardware  platforms,  such as but not  limited to
                  console  machines  (such as PS2,  PS3,  Xbox,  Xbox 2,  etc.),
                  portable  handheld machines (such as PSP, Nintendo DS, GameBoy
                  Advance),  personal  computers  and  wireless  devices.  It is
                  understood that nothing  contained herein and specifically the
                  term  "wireless  devices" shall not be construed to in any way
                  limit or restrict  Interplay's  right to make a MMOG game that
                  is capable of being  played on "wireless  devices",  including
                  but  not  limited  to  computers  that  are  connected  to the
                  internet via wireless devices or otherwise. Although Snowblind
                  agrees  that  it  will  not  make  any  MMOG  game,  Interplay
                  acknowledges and agrees that Snowblind's games may have online
                  and multiplayer functionality consistent with the capabilities
                  of the  applicable  hardware  device  so long as not more than


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                  sixty-four  (64)  individual  participants  can  play or exist
                  simultaneously  in a persistent  world.  The  foregoing is not
                  intended to restrict or prohibit  Snowblind from  distributing
                  Dark Alliance  Games and associated  content (e.g.,  expansion
                  packs and  add-ons)  electronically.  Further,  the  manner of
                  payment for such games  alone,  whether on a  pay-for-content,
                  pay-per-play  or  subscription-based  model shall not render a
                  game developed by Snowblind  under the license herein and sold
                  under the title DARK ALLIANCE an MMOG.

         (b)      Snowblind will have a period of  twenty-four  (24) months from
                  the effective date of this Settlement  Agreement to enter into
                  an agreement for the development, publication and distribution
                  of  a  Dark  Alliance  Game,   including   self-financing  and
                  self-publication  of the game if  Snowblind  chooses to do so.
                  Within  five  (5)  business  days of  entering  into  any such
                  agreement or deciding to  self-publish  and  self-finance  the
                  development  of the new Dark Alliance  Game,  Snowblind  shall
                  notify  Interplay in writing of same.  If  Snowblind  fails to
                  enter into such agreement or decides not to  self-publish  and
                  self-finance such game within such period and notify Interplay
                  of same, the rights licensed to Snowblind by Interplay in this
                  Agreement  will  immediately   revert  to  Interplay  and  the
                  exclusive  rights granted to Snowblind will terminate.  In the
                  event that Snowblind  decides to self-publish and self-finance
                  any game  that is  governed  by the  terms of this  Agreement,
                  Snowblind shall promptly notify  Interplay of its decision and
                  provide  Interplay with Snowblind's  intended release date for
                  such game.  Snowblind shall promptly  notify  Interplay of any
                  changes to such intended release date or if Snowblind  decides
                  to terminate  development of such game or if any publishing or
                  distribution agreement for a Dark Alliance Game is terminated.

         (c)      Provided   Snowblind   enters  into  an   agreement   for  the
                  development,  publication and distribution as provided above ,
                  Snowblind  will  have a further  period of no more than  forty
                  eight  (48)  months to  complete  development  of the new Dark
                  Alliance Game and distribute/release  same for sale, but in no
                  event shall the period of time to enter into an agreement  for
                  the  development,  publication and  distribution of a New Dark
                  Alliance Game and  distribute  and release same exceed a total
                  of fifty  four (54)  months  from the  effective  date of this
                  Agreement . For the  avoidance of doubt,  if Snowblind  enters
                  into  and  agreement  for  the  development,  publication  and
                  distribution  of a New Dark  Alliance  Game six (6)  months or
                  less  after  the  effective  date  of  this  Agreement,   then
                  Snowblind  shall have a maximum of forty  eight (48) months to
                  complete  development  and  commercially  release the New Dark
                  Alliance Game.  `Further,  in the event that Snowblind  enters
                  into  an  agreement  for  the  development,   publication  and
                  distribution  of a New Dark  Alliance Game seven (7) months or
                  more  after  the  effective  date  of  this  Agreement,   then
                  Snowblind  shall only have forty seven (47) months for a total
                  of fifty four (54)  months or such  shorter  period of time as
                  applicable  from  entering  into such  agreement  to  complete
                  development  and release the New Dark Alliance  Game,  failing
                  either of which, the rights licensed to Snowblind by Interplay
                  in this Agreement will immediately revert to Interplay and the
                  exclusive rights granted to Snowblind will terminate.

         (d)      Snowblind shall notify Interplay of any principal terms of any
                  agreements  that it  enters  into  with a third  party for the
                  development  and  publication  of a Dark Alliance  Game,  such
                  terms being,  the identity of such third party,  the territory
                  of such third party's rights and the



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                  intended  publication  date for such  game(s),  provided  that
                  Interplay agrees to be bound by any confidentiality provisions
                  in such  third  party  agreement.  If, at any time,  Snowblind
                  decides not to create,  develop,  distribute  and publish Dark
                  Alliance Games, it will notify  Interplay in which event,  the
                  rights  licensed to Snowblind  by Interplay in this  Agreement
                  will immediately  revert to Interplay and the exclusive rights
                  granted to Snowblind will  terminate;  provided,  however,  if
                  during the first 24 months  following  the  effective  date of
                  this  Settlement  Agreement,  Snowblind  has  entered  into an
                  agreement to develop and publish a Dark  Alliance  Game or has
                  notified   Interplay   of  its   intention   to  develop   and
                  self-publish  a Dark  Alliance  Game,  a decision by Snowblind
                  after such 24-month  period to publish such game under a title
                  other than DARK  ALLIANCE  shall not relieve  Snowblind of its
                  obligation  to pay Interplay  royalties  from the sale of such
                  game, as provided in Section 4(h), below.

         (e)      In the event that Snowblind  publishes and  distributes a Dark
                  Alliance  Game  within  the  time  periods   provided   above,
                  Snowblind  will have a period of twelve  (12)  months from the
                  date if the initial  commercial  release of such Dark Alliance
                  Game or any subsequently released Dark Alliance Game to notify
                  Interplay of its intention to develop another or the next Dark
                  Alliance Game. In the event that Snowblind  fails to so notify
                  Interplay as provided  herein with respect to each  successive
                  game all rights  granted in this  Agreement to Snowblind  will
                  terminate  and  this  Agreement   shall  be  terminated.   The
                  foregoing provision shall be applicable to each succeeding new
                  Dark  Alliance  Game  and the same  time  periods  and  notice
                  provision shall be applicable.

         (f)      JAPAN TERRITORY:

                  (i)      In the event that Snowblind  enters into an agreement
                           with  a  third   party   for  the   development   and
                           publication of a Dark Alliance Game, which party does
                           not have "direct" distribution capabilities in Japan,
                           then Interplay  shall have the right to  manufacture,
                           sell  and  distribute  such  Dark  Alliance   Game(s)
                           developed by Snowblind in Japan, but only through its
                           affiliated  company  Interplay Co. Ltd.,  ("Interplay
                           Japan").  If  Interplay  Japan is not in existence at
                           the time any Dark Alliance Game  contemplated by this
                           Agreement is completed, then Snowblind may enter into
                           an   agreement   with   anyone  it  chooses  for  the
                           distribution  in Japan of such Dark Alliance Game and
                           any  subsequent  Dark Alliance  Game without  further
                           obligation to Interplay.  Provided Interplay Japan is
                           the publisher and  distributor  in Japan for the Dark
                           Alliance  game,  all  costs   associated   with  such
                           distribution,  including  localization  of each  Dark
                           Alliance  Game  into  Japanese   languages  shall  be
                           entirely at Interplay's  expense and Snowblind  shall
                           be under no  obligation  to assist  Interplay  in any
                           such  localization  activities.  Upon completion of a
                           Dark  Alliance  Game,  Snowblind  shall  deliver such
                           portions  of the  source  code  of the  English  (US)
                           language  NTSC gold  master  necessary  to  produce a
                           localized   version  (the  rest  of  the  code  being
                           delivered in binary, object code format), such source
                           code portions  being fully  executable,  decompilable
                           and recompilable,  with all specific tools related to
                           localizing the product and available  information for
                           that  source  code  localization  purpose  from which
                           Interplay   may  produce  its   localized   versions.
                           Interplay shall not be entitled to any royalties from
                           Snowblind  on the  sales by  Interplay  of such  Dark
                           Alliance  Game  in  Japan.  Interplay  shall  pay  to
                           Snowblind  a royalty of One  (U.S.)  Dollar and Fifty
                           Cents  (US$1.50)  for each unit of such Dark Alliance
                           Game actually sold by Interplay (and not returned) in
                           Japan.  Snowblind  agrees  that the  royalty  rate is
                           based  on  sales  of such  game at a full,  top-line,
                           price;  in the event that Interplay Japan is required
                           to  reduce   the  price  for   markdowns   or  "price
                           protection" purposes, to a price which is fifty (50%)
                           percent  or more  below the  initial  wholesale  list
                           price, the applicable royalty otherwise payable shall
                           be reduced to US$0.75;  no royalties shall be payable
                           on  units  of  such  Dark   Alliance   Game  sold  as


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                           "cut-outs"  or "scrap",  or sold at or below the cost
                           of  goods  therefor.  In the  event  Interplay  Japan
                           distributes such Dark Alliance Game on a subscription
                           basis,  Interplay  shall pay  Snowblind  a royalty of
                           three percent (3%) of the sums  actually  received by
                           or   credited   to   Interplay    Japan   from   such
                           distribution.  In  the  event  a Dark  Alliance  Game
                           released  hereunder  in Japan by  Interplay  Japan is
                           distributed on a  subscription  basis by anyone other
                           than Interplay Japan, Interplay shall pay Snowblind a
                           royalty  of five  percent  (5%) of the sums  actually
                           received by or credited to Interplay  Japan from such
                           distribution.

                  (ii)     Interplay   shall  provide  to  Snowblind  a  royalty
                           statement  each calendar  quarter  within thirty (30)
                           days the end of each calendar quarter.  No sums shall
                           be  payable to  Snowblind  in respect of sales of any
                           such Dark Alliance  Game until payment  therefore has
                           been  actually  received by or credited to Interplay.
                           Snowblind  shall be solely  responsible for and shall
                           pay any and all sales,  use and  similar  taxes which
                           may be imposed by any taxing jurisdiction on payments
                           from  Interplay to Snowblind.  Interplay will provide
                           Snowblind with  documentation of any amounts withheld
                           and  payments  made  to  tax   authorities   so  that
                           Snowblind  can claim any tax  credits  to which it is
                           entitled.

                  (iii)    All accountings rendered by Interplay hereunder shall
                           be conclusive, final, and binding on Snowblind, shall
                           constitute  an  account  stated,  and  shall  not  be
                           subject to any  question  for any  reason  whatsoever
                           unless specific written objection,  stating the basis
                           thereof,  is given by Snowblind  to Interplay  within
                           three (3) years after the date  rendered.  No action,
                           suit,  or  proceeding of any nature in respect of any
                           royalty  statement  or other  accounting  rendered by
                           Interplay   hereunder  may  be   maintained   against
                           Interplay unless such action,  suit, or proceeding is
                           commenced  against  Interplay in a court of competent
                           jurisdiction  within  one (1) year  after the date of
                           Snowblind's notice rejecting such objection.

                  (iv)     Interplay  shall  maintain at its  offices,  books of
                           account concerning the Dark Alliance Game distributed
                           by Interplay Japan.  Snowblind, or a certified public
                           accountant on its behalf,  may, at  Snowblind's  sole
                           expense,  examine  Interplay's said books relating to
                           the sale of such Dark Alliance Game in Japan,  solely
                           for the purpose of verifying  the  accuracy  thereof,
                           only during  Interplay's  normal  business  hours and
                           upon reasonable  written notice.  Such books relating
                           to any particular  royalty  statement may be examined
                           as  aforesaid  only within  three (3) years after the
                           date the statement  was rendered and Interplay  shall
                           have no obligation to permit  Snowblind to so examine
                           its such books  relating  to any  particular  royalty
                           statement  more  than  once  for any  one  statement.
                           Snowblind  shall notify  Interplay in writing  within
                           ninety (90) days after such  examination if Snowblind
                           believes  that  Interplay  royalty  reports  are  not
                           accurate,  and  supply  Interplay  with the report of
                           Snowblind's  accountants  including their description
                           of  any  and  all  alleged   inaccuracies   contained
                           therein.  Snowblind and Snowblind's accountants shall
                           keep all  information  obtained  in such  examination
                           confidential and to use such  information  solely for
                           the purpose of this paragraph.

         (g)      Provided Snowblind  satisfies the conditions of Sections 4 (a)
                  through and including 4 (d), above,  the license and exclusive
                  rights granted to Snowblind to use the DARK ALLIANCE Trademark
                  as to the  particular  Dark  Alliance  game will be perpetual.
                  Termination of the license to use the DARK ALLIANCE  Trademark
                  by reason of Snowblind's failure to


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                  satisfy the conditions of Sections 4 (a) through and including
                  4 (d),  above  will not affect the  reversion  of rights  from
                  Interplay  to  Snowblind  pursuant  to  Section  3,  above  or
                  Snowblind's  rights under Section 4(1),  below,  and Snowblind
                  will  be  free to  exploit  the  Snowblind  Work  Product  and
                  Snowblind Technology as provided in this Agreement.

         (h)      INTERPLAY ROYALTY:

                  (i)      Snowblind  will pay or cause to be paid to  Interplay
                           as a royalty  for the rights  licensed  to  Snowblind
                           herein an amount equal to $1.50 per unit sold and not
                           returned   of  any  Dark   Alliance   Game   released
                           hereunder.  Notwithstanding the foregoing,  Snowblind
                           shall not have to pay any royalties to Interplay with
                           respect to the first two hundred  thousand  (200,000)
                           units sold of the first Dark  Alliance  Game released
                           in accordance with this Agreement.  Interplay  agrees
                           that the royalty  rate is based on sales of such game
                           at  a  full,  top-line,  price;  in  the  event  that
                           Snowblind or its publisher are required to reduce the
                           price for markdowns or "price  protection"  purposes,
                           to a price which is fifty (50%) percent or more below
                           the  initial  wholesale  list price,  the  applicable
                           royalty   otherwise   payable  shall  be  reduced  to
                           US$0.75;  no  royalties  shall be payable on units of
                           such  Dark   Alliance  Game  sold  as  "cut-outs"  or
                           "scrap",  or  sold at or  below  the  cost  of  goods
                           therefore. In the event a Dark Alliance Game released
                           hereunder is distributed  on a subscription  basis by
                           anyone  other  than  Snowblind,  Snowblind  shall pay
                           Interplay a royalty of five  percent (5%) of the sums
                           actually  received by or credited to  Snowblind  from
                           such distribution.  In the event that a Dark Alliance
                           Game   released   hereunder  is   distributed   on  a
                           subscription basis by Snowblind, then Snowblind shall
                           pay  Interplay a royalty of three percent (3%) of the
                           sums  actually  received by or credited to  Snowblind
                           from such distribution.

                  (ii)     Snowblind   shall  provide  to  Interplay  a  royalty
                           statement  each calendar  quarter and any payment due
                           thereon  within  thirty  (30) days of the end of each
                           calendar  quarter.   No  sums  shall  be  payable  to
                           Interplay  in respect  of sales of any Dark  Alliance
                           Game until payment  therefore has been received by or
                           credited  to  Snowblind.  Interplay  shall be  solely
                           responsible for and shall pay any and all sales,  use
                           and similar  taxes which may be imposed by any taxing
                           jurisdiction on payments from Snowblind to Interplay.
                           Snowblind will provide  Interplay with  documentation
                           of any  amounts  withheld  and  payments  made to tax
                           authorities  so  that  Interplay  can  claim  any tax
                           credits to which it is entitled.

                  (iii)    All accountings rendered by Snowblind hereunder shall
                           be conclusive, final, and binding on Interplay, shall
                           constitute  an  account  stated,  and  shall  not  be
                           subject to any  question  for any  reason  whatsoever
                           unless specific written objection,  stating the basis
                           thereof,  is given by Interplay  to Snowblind  within
                           three (3) years after the date  rendered.  No action,
                           suit,  or  proceeding of any nature in respect of any
                           royalty  statement  or other  accounting  rendered by
                           Snowblind   hereunder  may  be   maintained   against
                           Snowblind unless such action,  suit, or proceeding is
                           commenced  against  Snowblind in a court of competent
                           jurisdiction  within  one (1) year  after the date of
                           Snowblind's notice rejecting such objection.

                  (iv)     Snowblind  shall  maintain at its  offices,  books of
                           account  concerning the sales of Dark Alliance Games.
                           Interplay,  or a certified  public  accountant on its
                           behalf,  may, at  Interplay's  sole expense,  examine
                           Snowblind's  said books  relating  to the sale of the
                           Dark  Alliance  Game,   solely  for  the  purpose  of
                           verifying   the   accuracy   thereof,   only   during


                                       7
<PAGE>


                           Snowblind's normal business hours and upon reasonable
                           written notice. Such books relating to any particular
                           royalty  statement may be examined as aforesaid  only
                           within  three (3) years after the date the  statement
                           was rendered and Snowblind  shall have .no obligation
                           to permit  Interplay  to so  examine  its such  books
                           relating to any  particular  royalty  statement  more
                           than  once  for any one  statement.  Interplay  shall
                           notify  Snowblind in writing  within ninety (90) days
                           after such  examination  if Interplay  believes  that
                           Snowblind's  royalty  reports are not  accurate,  and
                           supply  Snowblind  with  the  report  of  Interplay's
                           accountants  including  their  description of any and
                           all alleged inaccuracies contained therein. Interplay
                           and   Interplay's    accountants   shall   keep   all
                           information obtained in such examination confidential
                           and to use such information solely for the purpose of
                           this paragraph.

                  (i)      Snowblind  agrees  that any  games  that it  develops
                           which are sold under the DARK ALLIANCE  title will be
                           of  the  same  quality  as  the  Snowblind  Developed
                           Products.  Snowblind  agrees that it will not include
                           any material which is obscene or which  constitutes a
                           libel,  slander or other  defamation of any person or
                           entity.  Interplay  acknowledges that a Dark Alliance
                           Game which may be rated "M" by the ESRB (or a similar
                           rating elsewhere in the world) shall not constitute a
                           default under this provision.

                  (j)      Snowblind  shall cause a trademark  notice (in a form
                           to be  reasonable  designated by Interplay) to appear
                           on a splash  screen with other legal and  proprietary
                           notices  within each game that it  develops  which is
                           sold  under  the  DARK  ALLIANCE  title  and  on  the
                           packaging   of  such  game  with   other   legal  and
                           proprietary notices.  Snowblind shall submit or cause
                           its  publisher to submit to Interplay  samples of the
                           splash   screen  and   packaging   to   Interplay  to
                           demonstrate to Interplay the inclusion of such notice
                           on such  materials no less than sixty (60) days prior
                           to the release of such Dark Alliance Game.  Interplay
                           shall have a period of five (5)  business  days after
                           receipt of the item submitted to advise  Snowblind of
                           any corrections which may be required, failing which,
                           such item shall be deemed to be correct and  approved
                           for  all  purposes.   Any   inadvertent   failure  by
                           Snowblind or its  publisher to include such notice as
                           aforesaid  shall  not  constitute  a  breach  of this
                           agreement,   provided   that   Snowblind   shall  use
                           reasonable  efforts  to  prospectively  cure any such
                           inadvertent  failure once Snowblind has been notified
                           of same.

                  (k)      Snowblind  shall  furnish or cause its  publisher  to
                           furnish to  Interplay  without  charge or royalty ten
                           (10) samples of each Dark Alliance Game, such samples
                           not to be resold by Interplay.

                  (1)      Snowblind  shall own all right,  title and  interest,
                           including  copyright  in all Dark  Alliance  Games it
                           develops  pursuant to this  Agreement in  Snowblind's
                           name, as the owner and author thereof,  and Snowblind
                           may secure any and all  registrations,  renewals  and
                           extensions of such copyrights without  restriction or
                           obligation  to  Interplay.  No  termination  of  this
                           license shall affect Snowblind's rights to create and
                           exploit  derivative  works in any such Dark  Alliance
                           Games,  provided that such  derivative  works are not
                           published  under  the  DARK  ALLIANCE  title.  It  is
                           acknowledged  that all goodwill  associated  with the
                           content of the Dark  Alliance  Games being  developed
                           pursuant to this Agreement shall inure exclusively to
                           the benefit of Snowblind  and the use by Snowblind of
                           the DARK ALLIANCE  Trademark in connection  with such
                           content shall not vest in Interplay any right,  title
                           or interest in such content. It is further agreed and
                           understood  that at no time shall  Interplay take any
                           action or assist  anyone else in taking any action to
                           contest the validity or  enforceability of the rights
                           of Snowblind in and to. said Dark Alliance Games.


                                       8
<PAGE>


                  (l)      Interplay shall at all times own all right, title and
                           interest in and to the DARK ALLIANCE Trademark. It is
                           acknowledged  that all goodwill  associated with said
                           mark  shall  inure  exclusively  to  the  benefit  of
                           Interplay.  It is further agreed and understood  that
                           at no time shall  Snowblind take any action or assist
                           anyone  else in  taking  any  action to  contest  the
                           validity or enforceability of the rights of Interplay
                           in and to said DARK ALLIANCE Trademark.  In addition,
                           while  Interplay  shall retain  ownership of the DARK
                           ALLIANCE  Trademark,  Snowblind  shall own any words,
                           phrases  or  symbols it may add or append to the DARK
                           ALLIANCE  Trademark  and  can  use  all  such  words,
                           phrases and symbols  without  obligation to Interplay
                           separate and apart from the DARK ALLIANCE  Trademark.
                           However, Interplay shall have the right to approve of
                           the logo style or design  treatment of any use of the
                           Dark  Alliance  Trademark,  such  approval  not to be
                           unreasonably   withheld   and   limited  to  assuring
                           Interplay  that such logo  style or design  meets the
                           quality  and  design  standards  set forth in Section
                           4(i),  above.  It is  agreed  that  Snowblind  or its
                           publisher shall submit to Interplay any logo style or
                           design  that it  intends to use  containing  the DARK
                           ALLIANCE Trademark prior to using same in any manner.
                           Thereafter,  in the  event  that  Interplay  fails to
                           advise Snowblind or its publisher of any objection to
                           the  design of same with in five (5)  business  days,
                           the  design   submitted  shall  be  deemed  approved.
                           Snowblind  shall own any logo  treatment  that it, or
                           its publisher  designs for use in connection with the
                           Dark Alliance  Games (it being  understood  that upon
                           the  termination  of the license as provided  herein,
                           Snowblind  shall  remove all  reference  to the words
                           DARK ALLIANCE from such designs) and Interplay  shall
                           have no right under this Settlement  Agreement to use
                           any such logo  designs in or in  connection  with its
                           own Dark Alliance MMOG games.

5.       MAINTENANCE OF THE DARK ALLIANCE TRADEMARK/SECURITY INTEREST:

         (a)      Interplay will within fourteen (14) business days of execution
                  of the  Settlement  Agreement,  at its sole cost and  expense,
                  file all necessary  applications in the United States, Canada,
                  Europe  (through the CTM) and Japan to register  DARK ALLIANCE
                  as a trademark to cover all goods and services to be exploited
                  by  Snowblind  pursuant to the license to be granted and if it
                  fails to do so, Interplay  irrevocably  appoints  Snowblind as
                  its  attorney-in-fact  (with a power coupled with an interest)
                  to  execute  and  deliver  all such  necessary  documents  and
                  instruments and applications,  at Interplay's  expense. In the
                  event that  Snowblind  wants any  applications  filed in other
                  territories,  Interplay will file same provided that Snowblind
                  pays  the  cost of  same in  advance.  Interplay  will  within
                  fourteen  (14)  business  days of execution of the  Settlement
                  Agreement,  furnish  to  Snowblind's  counsel  a  copy  of the
                  Trademark Quitclaim  Assignment from Hasbro and Wizards of the
                  Coast of any and all right,  title and interest they have with
                  respect  to  "DARK  ALLIANCE",  made  pursuant  to  the  Atari
                  Agreement (the  "Hasbro-Wizards  Trademark  Assignment") which
                  Interplay  represents  and warrants will be a true and correct
                  copy of same.

         (b)      Interplay  hereby  grants to Snowblind a security  interest in
                  the DARK  ALLIANCE  Trademark  to secure  the  investment  and
                  expected return of Snowblind and its licensees in the event of
                  bankruptcy of Interplay and a disaffirmance  of the Settlement
                  Agreement in such bankruptcy proceeding and Snowblind shall be
                  entitled to all rights of a


                                       9
<PAGE>


                  secured  party  as  set  forth  in  the   California   Uniform
                  Commercial Codes ("UCC"),  and any other applicable  statutory
                  protection  for secured  parties.  Interplay  will execute and
                  deliver to Snowblind all necessary UCC-1 s and other documents
                  for recordation  with the California  Secretary of State,  the
                  U.S.  Patent  and  Trademark   Office  and  other   applicable
                  registries  and if it  fails to do so,  Interplay  irrevocably
                  appoints  Snowblind  as its  attorney-in-fact  (with  a  power
                  coupled  with an  interest)  to execute  and  deliver all such
                  necessary documents.

6.       MUTUAL RELEASES:

         (a)      Interplay,   individually   and  on  behalf  of  any   parent,
                  affiliated and subsidiary corporations, divisions, its present
                  and  former  stockholders,   directors,  officers,  employees,
                  agents,  attorneys,  successors  and  assigns  and all persons
                  and/or  entities  acting by and  through,  under or in concert
                  with  Interplay,  or  any of  them,  hereby  release,  remise,
                  relieve  and  forever  discharge  Snowblind,  and any  parent,
                  affiliated and subsidiary corporations, divisions, its present
                  and  former  stockholders,   directors,  officers,  employees,
                  agents, attorneys,  successors and assigns, licensees, and all
                  persons  and/or  entities  acting by and through,  under or in
                  concert  with  Snowblind,  or any of them,  from  all  claims,
                  demands,    actions,    causes   of    action,    liabilities,
                  arbitration's,   assertions,   contentions,  debts,  accounts,
                  demands and/or law suits,  in law or in equity,  of every kind
                  and nature which Interplay now has, has had or at any time may
                  have against Snowblind whether  heretofore in dispute or known
                  or  unknown,  suspected  or  unsuspected,  regardless  of when
                  occurring,  arising  out of,  resulting  from or  relating  or
                  connected  in any  way  to  the  Litigation  and  the  Product
                  Agreement.

         (b)      Snowblind, on behalf of itself and any parent,  affiliated and
                  subsidiary  corporations,  divisions,  its  present and former
                  stockholders,    directors,   officers,   employees,   agents,
                  attorneys,  successors and assigns, licensees, and all persons
                  and/or  entities  acting by and  through,  under or in concert
                  with  Snowblind,  or  any of  them,  hereby  release,  remise,
                  relieve  and  forever  discharge  Interplay  and  any  parent,
                  affiliated and subsidiary corporations, divisions, its present
                  and  former  stockholders,   directors,  officers,  employees,
                  agents, attorneys,  successors and assigns, licensees, and all
                  persons  and/or  entities  acting by and through,  under or in
                  concert  with  Interplay,  or any of them,  from  all  claims,
                  demands,    actions,    causes   of    action,    liabilities,
                  arbitration's,   assertions,   contentions,  debts,  accounts,
                  demands and/or law suits,  in law or in equity,  of every kind
                  and nature which Snowblind now has, has had or at any time may
                  have against Interplay whether  heretofore in dispute or known
                  or  unknown,  suspected  or  unsuspected,  regardless  of when
                  occurring,  arising  out of,  resulting  from or  relating  or
                  connected  in any  way  to  the  Litigation  and  the  Product
                  Agreement.

         (c)      The  Parties  each  acknowledge  that  there  is a  risk  that
                  subsequent  to the execution of this  Settlement  Agreement it
                  will discover facts or discover,  incur or suffer claims which
                  were  unknown  or  unsuspected  at the  time  this  Settlement
                  Agreement  was  executed,  and  which if known by it as of the
                  date of this Settlement Agreement may have materially affected
                  its decision to execute  this  Settlement  Agreement.  Without
                  limiting  the  generality  of  the  foregoing,  Interplay  and
                  Snowblind  each  acknowledge  its  awareness of, and do hereby
                  waive the provisions of ss.1542 of the Civil Code of the State
                  of California which reads as follows:


                                       10
<PAGE>


                  A general release does not extend to claims which the creditor
         does not know or suspect to exist in his favor at the time of executing
         the release,  which if known by him must have  materially  affected his
         settlement with the debtor.

         (d)      Except with respect to breaches of this Settlement  Agreement,
                  the Parties  each shall  refrain  and  forebear  forever  from
                  commencing,  instituting or prosecuting any lawsuits,  actions
                  or other  proceedings  against the other based on, arising out
                  of or in  connection  with any claim,  debt,  loss,  covenant,
                  agreement,  contract, liability, demand, obligation,  account,
                  expense, action, cause of action or suit released hereunder.

7.       REPRESENTATIONS AND WARRANTIES:

         (a)      Each party represents that they have read this Agreement, that
                  they have discussed it thoroughly  with their  attorney,  that
                  they understand all of its provisions, that they enter into it
                  voluntarily, and that the individuals executing this Agreement
                  have  the  power  and  authority  to do so on  behalf  of  the
                  respective parties, and to bind such respective parties to the
                  terms hereof.

         (b)      Each party  mutually  acknowledges  to each other that none of
                  them nor any agent or  attorney  for either of them,  has made
                  any promise,  representation  or warranty  whatever,  express,
                  implied or statutory,  not  contained  herein  concerning  the
                  subject  matter  hereof to induce  the other to  execute  this
                  Agreement,  and  they  acknowledge  that  neither  of them had
                  executed  this  Agreement  in  reliance  on any such  promise,
                  representation or warranty not contained herein.

         (c)      Interplay  represents  and  warrants to  Snowblind  that:  (i)
                  Interplay  owns all right,  title and  interest  in and to the
                  DARK  ALLIANCE  Trademark  and  can  license  such  rights  to
                  Snowblind;  (ii) the DARK ALLIANCE Trademark does not infringe
                  upon or violate the  personal or property  rights or any other
                  rights of any  person or  entity;  (iii) that there are to the
                  best  of   Interplay's   knowledge   after  a  due   diligence
                  investigation, no claims, liens, demands, encumbrances, causes
                  of action,  asserted  or  pending  against  the DARK  ALLIANCE
                  Trademark, except as to claims, liens demands and encumbrances
                  that exist as of the date of this  Settlement  Agreement;  and
                  (iv)  Interplay has not  assigned,  licensed nor in any manner
                  encumbered,  diminished  or impaired  the rights to be granted
                  herein to Snowblind and further  represents  and warrants that
                  no attempt  hereafter  will be made to  encumber,  diminish or
                  impair  any of the  rights  herein  granted  by  Interplay  to
                  Snowblind with respect to the DARK ALLIANCE Trademark.

8.       INDEMNIFICATION:

         (a)      Interplay shall indemnify and hold harmless Snowblind from and
                  against any claim, debt, loss, covenant,  damages,  agreement,
                  contract,  liability,  demand,  obligation,  account, expense,
                  action,  cause of action or suit  (including  the  payment  of
                  attorneys' fees and costs reasonably incurred,  whether or not
                  litigation  is commenced) by any person or entity which is not
                  a party to this  Settlement  Agreement,  which is inconsistent
                  with any of the warranties,  representations or covenants made
                  by Interplay this Settlement Agreement.

         (b)      Snowblind shall indemnify and hold harmless Interplay from and
                  against any claim, debt, loss, covenant,  damages,  agreement,
                  contract,  liability,  demand,  obligation,  account, expense,
                  action,  cause of action or suit  (including  the  payment  of
                  attorneys' fees and costs


                                      11
<PAGE>


                  reasonably  incurred,  whether or not litigation is commenced)
                  by  any  person  or  entity  which  is  not a  party  to  this
                  Settlement  Agreement,  which is inconsistent  with any of the
                  warranties,  representations or covenants made by Snowblind in
                  this  Settlement  Agreement  or a claim  which may be asserted
                  against  Interplay  that a Dark  Alliance  Game  developed  by
                  Snowblind infringes on rights claimed by Atari.

9.       DEFAULT:

         (a)      Neither  party  shall be  deemed to be in breach of any of its
                  obligations  hereunder  unless  and  until it shall  have been
                  given specific written notice as provided in Section 10 below,
                  of the nature of such  breach and it shall have failed to cure
                  such  breach  within  sixty  (60) days  after  receipt of such
                  written  notice.  Except as otherwise  provided  below in this
                  section 9 (a), in the event of any breach of this Agreement by
                  Snowblind  ,  Interplay  shall be  limited  to an  action  for
                  damages,  if any,  and in no  event  shall  any of the  rights
                  acquired or to be acquired by Snowblind  hereunder be affected
                  or impaired, nor shall Interplay be entitled to terminate this
                  Settlement  Agreement or to seek to enjoin otherwise interfere
                  with  Snowblind's  use  and  enjoyment  any  rights  assigned,
                  transferred;  licensed  or reserved  to  Snowblind  hereunder.
                  Notwithstanding the foregoing,  Interplay shall have the right
                  to seek equitable  relief where Snowblind  purports to use the
                  DARK  ALLIANCE  Trademark  in breach of Sections  4(a) through
                  4(e) and 4 (i) and seek any other  remedy,  including  but not
                  limited to,  termination  of this  Agreement in the event that
                  Snowblind  shall  have  failed to cure three (3)  breaches  of
                  section 4 (h) for which  notice of same has been  provided  to
                  Snowblind.

         (b)      Either  party's  failure  at any  time or times  hereafter  to
                  require  strict  performance  by  the  other  of  any  of  the
                  provisions,  warranties,  terms and  conditions:  contained in
                  this Settlement  Agreement shall not waive, affect or diminish
                  any  right  of the  non-defaulting  party at any time or times
                  hereafter  to demand  strict  performance  therewith  and with
                  respect  to  any  other  provisions,   warranties,  terms  and
                  conditions  contained in this  Settlement  Agreement,  and any
                  waiver of any  default  shall  not  waive or affect  any other
                  default,  whether prior or subsequent thereto,  and whether of
                  the same or a different type. No waiver or modification of any
                  provision  of this  Settlement  Agreement  shall be  effective
                  unless  in  writing  and  signed  by both  parties.  Except as
                  provided in Section 9(a),  above, all remedies provided for in
                  this Settlement  Agreement shall be cumulative and in addition
                  to and not in lieu of any other  remedies  available to either
                  party at law, in equity or otherwise.

10.      NOTICES:  All  notices to be given to the  parties  hereunder  shall be
         addressed to the parties at the  addresses  set forth on the first page
         hereof or at such  other  address as the  parties  shall  designate  in
         writing from time to time.  All notices  shall be in writing,  shall be
         delivered  by  personal  delivery,  mail,  or  facsimile,  all  charges
         prepaid,  and shall be addressed to the following officers or directors
         of the parties as follows:  (i) to Snowblind,  to the attention of Ryan
         Geithman,  with a copy to David S.  Rosenbaum,  Esq.,  6303  Owensmouth
         Avenue,  10th Floor,  Woodland  Hills,  California  91367;  (ii) and to
         Interplay,  to the  attention of Herve Caen,  with a copy to Zimmerman,
         Rosenfeld,  Gersh & Leeds, LLP, 9107 Wilshire Blvd., Suite 300, Beverly
         Hills, CA 90210,  Attention:  Jeffrey Gersh,  Esq. For purposes of this
         Settlement  Agreement,  notices  which are served by personal  delivery
         shall be deemed given when personally  delivered,  all charges prepaid;
         notices  served by mail shall be deemed  delivered on the date five (5)
         business days following the date of mailing,  postage prepaid;  notices
         which are delivered by facsimile shall be deemed  delivered on the date
         transmitted,  provided  such  notices are  confirmed by delivery of the
         hard copy of such  notice by mail or personal  delivery  thereof in the
         manner provided hereinabove;  and notices of change of address shall be
         effective only after the actual receipt thereof.


                                      12
<PAGE>


11.      NON-DISCLOSURE:  Each party  hereto  shall keep in  confidence  and not
         disclose  to any third  party  (except its  accountants,  attorneys  or
         financial advisers),  without the written permission of the other party
         the  terms  of  this   Settlement   Agreement.   This   requirement  of
         confidentiality shall not apply to (i) disclosure which may be required
         to be disclosed  by  applicable  rules and  regulations  of  government
         agencies  or  judicial  bodies;  (ii)  disclosure  of the  fact  of the
         existence  of  this  Settlement  Agreement  and the  settlement  of the
         Litigation;  (iii)  disclosure  which may be  necessary  for a party to
         enforce  its  rights  under  this   Settlement   Agreement;   and  (iv)
         disclosure, of the provisions of sections 1, 3, 4, 5 and 16 and Exhibit
         "A" of  this  Settlement  Agreement  and the  Hasbro-Wizards  Trademark
         Assignment  which may be made by a party  hereto to exploit  its rights
         under this Settlement  Agreement,  without otherwise  disclosing any of
         the  other  terms  of this  Settlement  Agreement.  The  parties  shall
         mutually  approve  a  news  release  regarding  the  settlement  of the
         Litigation,  which approval shall not be unreasonably  withheld.  It is
         understood  and agreed that Interplay will be filing a Form 8K with the
         SEC  containing  the  mutually  approved  news release  regarding  this
         Settlement  Agreement;  any  subsequent  filings that  Interplay may be
         required to make with the SEC regarding this Settlement Agreement shall
         not vary from the content of the mutually approved news release.

12.      CONSTRUCTION:  The language of this  Agreement  shall be construed as a
         whole  according to its fair  meaning,  and none of the parties  hereto
         shall be deemed the  draftsman of this  Agreement or any part  -hereof,
         for purposes of any litigation which may arise hereafter  between them,
         since all parties  were  assisted  by their  counsel in  reviewing  and
         agreeing thereto,  and no ambiguity shall be resolved against any party
         by virtue of its  participation  in the drafting of this Agreement.  If
         any provision or portion of this Agreement shall be held for any reason
         to be  unenforceable  or illegal,  that provision shall be severed from
         this Agreement and the remainder of this  Agreement  shall remain valid
         and  enforceable  between the parties  hereto just as if the  provision
         held to be illegal or  unenforceable  had never been  included  in this
         Agreement.

13.      FURTHER INSTRUMENTS:  To the extent that any document is required to be
         executed  by a party to  effectuate  this  Agreement,  the  party  will
         execute and deliver the document.

14.      GOVERNING LAW: This Agreement and its validity, construction and effect
         shall be  governed by the laws of the State of  California.  Any claim,
         dispute or disagreement relating to this. Agreement may be brought only
         in the  courts of the State of  California,  which  courts  shall  have
         exclusive jurisdiction thereof. If any legal action or other proceeding
         is brought for the  enforcement  of this  Agreement  the  successful or
         prevailing  party or parties  shall be entitled  to recover  reasonable
         attorneys  fees and other costs  incurred in that action or proceeding,
         in addition to any other relief to which it may be entitled.

15.      ENTIRE  AGREEMENT:  Each party hereto  acknowledges that this Agreement
         constitutes and contains the entire agreement and `understanding of the
         parties  concerning  the subject  matters  hereof,  and  supersedes and
         replaces all prior negotiations,  proposed agreements,  and agreements,
         written or oral. The parties hereto each further  acknowledge  that any


                                      13
<PAGE>


         representations or modifications concerning this instrument shall be of
         no force or effect,  excepting a  subsequent  modification  in writing,
         signed by the party sought to be bound.  The headings and captions used
         herein are inserted  for  convenience  of reference  only and shall not
         affect the construction or interpretation of this Agreement.

16.      SUCCESSORS AND ASSIGNS:  This Agreement shall be binding upon and inure
         to the  benefit  of the  parties  hereto  and their  respective  heirs,
         successors and  beneficiaries.  Except as may be otherwise  provided in
         this  Agreement  to the  contrary,  Snowblind  shall  have no  right to
         sublicense any of its rights granted herein to it by Interplay  without
         Interplay's  prior written consent.  Snowblind shall have the exclusive
         and irrevocable right of last refusal to match any offer that Interplay
         may receive  from a third party to acquire  all of  Interplay's  right,
         title and interest in and to the DARK ALLIANCE  Trademark,  exercisable
         upon  written  notice to  Interplay  delivered  not later than five (5)
         business  days  after  receipt by  Snowblind  of  written  notice  from
         Interplay which  identifies the third party and describes in reasonable
         detail the principal terms of such offer (the "Third Party Offer").  If
         Snowblind  elects to match such Third Party  Offer,  the parties  shall
         negotiate and conclude a formal agreement  comprising the terms of such
         offer within a thirty (30). In  connection  with  Snowblind's  matching
         rights,  if a component of the  consideration  payable under such Third
         Party Offer,  is property,  Snowblind  may still match such Third Party
         Offer by paying the  verifiable  cash value of such  offered  property.
         Further, if Snowblind is required to exercise its right of last refusal
         prior to the release of the first Dark  Alliance  Game  hereunder,  the
         Consideration  to be paid to Interplay  by  Snowblind  required by such
         Third Party Offer shall be reduced by the sum of $300,000. If Snowblind
         dace not elect to match such Third  Party  Offer,  then  Interplay  may
         enter  into  the  proposed  agreement  with  the  patty  identified  in
         Interplay's  aforesaid notice upon terms no less favorable to Interplay
         than those set forth in the Third Party Offer, provided,  however, that
         if, Interplay does not do so within one hundred twenty (120) days after
         the expiration of the aforesaid five (5) day period,  then  Snowblind's
         right of last refusal under this Section 16 shall remain in effect.

17.      SEVERABILITY:  Should any provision in this Agreement be declared or be
         determined  to be illegal or invalid,  all  remaining  parts,  terms or
         provisions  shall be valid,  and the illegal or invalid  part,  term or
         provision shall be deemed not to be a part of this Agreement.

18.      COUNTERPARTS:   This   Agreement   may  be  executed  in  two  or  more
         counterparts,  each of which  shall be deemed an  original,  and all of
         which together shall constitute one and the same  instrument.  Any copy
         of this Settlement Agreement, including facsimile transmission., may be
         used as if it were an original.


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<PAGE>


         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as of the date first indicated above.

--------------------------------------------------------------------------------
SNOWBLIND STUDIOS, INC.                 INTERPLAY ENTERTAINMENT CO



By:                                     By:
     ------------------------------         ------------------------------------

Its:                                    Its:
     ------------------------------         ------------------------------------

Approved as to Form and Content:



By:                                     By:
   --------------------------------         -----------------------------------
David S. Rosenbaum, Esq.                Jeffrey F. Gersh, Esq.
Law Offices of David S. Rosenbaum       Zimmerman, Rosenfeld, Gersh & Leeds, LLP
Attorney for Plaintiff,                 Attorneys of Defendant
Snowblind Studios, Inc.                 Interplay Entertainment Corp.

--------------------------------------------------------------------------------


                                      15
<PAGE>

                                   EXHIBIT "A"


        TEXT OF SECTION 5 OF SETTLEMENT AGREEMENT DATED DECEMBER 22, 2003
                    BETWEEN INTERPLAY AND ATARI INTERACTIVE

5.       THE "DARK ALLIANCE" MARK

         (a)      The  parties  agree that  Interplay  shall be the owner of the
                  "DARK  ALLIANCE"  mark. In order to facilitate a resolution to
                  the dispute between Interplay and Atari  Interactive,  Hasbro,
                  Inc.  and  Wizards  of the  Coast (a  Hasbro  subsidiary),  as
                  successors  in interest to TSR,  Inc. have agreed to assign to
                  Interplay any and all right,  title and interest each may have
                  in and to "DARK  ALLIANCE".  Upon execution of this Agreement,
                  Atari Interactive will provide to Interplay an assignment from
                  Hasbro and  Wizards  of the Coast of any and all right,  title
                  and interest they have with respect to "DARK ALLIANCE", in the
                  form attached hereto. THIS SETTLEMENT AGREEMENT SHALL NOT TAKE
                  EFFECT  UNTIL SUCH TIME AS  INTERPLAY  RECEIVES  THE  EXECUTED
                  ASSIGNMENTS FROM HASBRO AND WIZARDS OF THE COAST, ALTHOUGH THE
                  SETTLEMENT  AGREEMENT  MAY  BE  SIGNED  AT  AN  EARLIER  TIME.
                  EXECUTED ASSIGNMENTS FROM HASBRO AND WIZARDS OF THE COAST MUST
                  BE RECEIVED BY INTERPLAY  VIA FAX AT (949)  252-0667  (WITH AN
                  ADDITIONAL COPY TO ATTENTION: CHRIS NELSON AT (440) 349-3017))
                  NO LATER THAN 5 P.M. (PSTJ WEDNESDAY,  DECEMBER 24, 2003, WITH
                  ORIGINALS TO FOLLOW VIA OVERNIGHT  DELIVERY (SENT FOR DELIVERY
                  ON  DECEMBER  26,  2003).  Interplay  shall  be  permitted  to
                  register  the "DARK  ALLIANCE"  mark without  interference  or
                  opposition from Atari Inc., Atari Interactive,  Hasbro, or any
                  of their parents,  subsidiaries,  affiliates,  successors,  or
                  assigns, including, but not limited to, Wizards of the Coast.

         (b)      It is expressly  agreed that Interplay may continue to use the
                  DARK  ALLIANCE  mark in  connection  with its  development  or
                  publication of fantasy  role-playing video and computer games.
                  Interplay  shall  not  use the  mark  DARK  ALLIANCE  on or in
                  connection  with  any  goods or  services  in such a way as to
                  suggest an association, connection, sponsorship or endorsement
                  by Atari  Interactive,  Atari Inc.,  Hasbro and Wizards of the
                  Coast. Interplay shall not use any intellectual property owned
                  and/or  trademarked,  copyrighted or patented by any or all of
                  the aforesaid companies,  except under license or as otherwise
                  permitted by law. In  particular  Interplay  shall not use any
                  elements  in and to the work  entitled  "DUNGEONS  &  DRAGONS"
                  and/or any of the characters,  elements, storylines, or realms
                  therein,  except  solely  in  connection  with the  marketing,
                  production   and  sale  of  such  games  and  other   products
                  containing   intellectual   property   licensed  to  Interplay
                  pursuant  to the TSR  Agreement  and  identified  on Exhibit A
                  hereto, or as otherwise  permitted by law. The mere use of the
                  DARK ALLIANCE mark in conjunction  with a fantasy role playing
                  game  shall not in and of itself be  considered  to suggest an
                  association,  connection,  sponsorship or endorsement by Atari
                  Interactive,  Atari Inc., Hasbro,  Wizards of the Coast and/or
                  any  intellectual   property  owned  by  any  or  all  of  the
                  aforesaid,  in and to the work  entitled


                                      16
<PAGE>


                  "DUNGEONS & DRAGONS" and/or any of the  characters,  elements,
                  story  lines,  or-realms  therein,  but  the  said  use may be
                  considered  in  conjunction  with other acts or  omissions  in
                  determining  whether it suggests an  association,  connection,
                  sponsorship or  endorsement.  Subject to the foregoing,  Atari
                  Interactive  and/or Hasbro  reserve and expressly do not waive
                  any  rights  that  either  may  have  to take  action  against
                  Interplay  for  trademark   infringement,   dilution,   unfair
                  competition,  false  advertising  and/or any related claims in
                  connection  with  Interplay's  exercise of the rights  granted
                  herein,  however,  such allegation by Atari Interactive and/or
                  Hasbro shall not itself  constitute a breach of this Agreement
                  by Interplay or grounds for  termination  of any or the rights
                  granted hereunder.

         (c)      Atari Interactive,  as well as Atari, Inc, agrees that nothing
                  in this  Settlement  Agreement  limits or is intended to limit
                  the  rights  of  Interplay  to  use,  inter  alia,  any or all
                  locations,  graphic  representations,   creatures,   monsters,
                  names,    likenesses,     behaviors,    religions,    deities,
                  environments,   legends,  fairy  tales,  stories,   universes,
                  character classes,  character  professions,  or otherwise that
                  are in the public  domain,  are owned by any entity other than
                  Atari  Interactive,  Hasbro,  or  Wizards  of  the  Coast,  or
                  otherwise are not subject to copyright or trademark protection
                  (including by way of example, but without limitation, KNIGHTS,
                  SWORDSMEN, NECROMANCERS, DRAGONS, WIZARDS, WITCHES, SORCERERS,
                  GIANTS, DWARVES, ELVES, THIEVES, BARBARIANS,  GHOSTS, SPIRITS,
                  GOBLINS, ORES, FAIRIES,  DEMONS,  RANGERS,  UNICORNS,  PEGASI,
                  TROLLS,  CASTLES,  PALACES,  RUINS, TEMPLES,  KEEPS, DUNGEONS,
                  TOMBS,  CRYPTS,  CATACOMBS,  etc.).  Subject to Paragraph 5(b)
                  above,  nothing herein shall be construed to prevent Interplay
                  from  entering  into a  licensing  agreement  with any company
                  having  intellectual   properties  and/or  assets  similar  in
                  content to those of Atari Interactive, Hasbro, Inc. and/or any
                  of their parents,  subsidiaries,  affiliates,  successors,  or
                  assigns,  including, but not limited to, Wizards of the Coast.
                  Interplay  shall  continue  to own the  intellectual  property
                  rights in the  "Interplay-Derived  Elements" of previous games
                  developed   and/or   published   under   the  TSR   Agreement.
                  Interplay-Derived  Elements means the computer  software code,
                  game play software routines, game or graphics engines, as well
                  as any designs,  likenesses,  sound and visual representations
                  that do not  incorporate  any  Dungeons &  Dragons-proprietary
                  elements,  including any of the  characters,  elements,  story
                  lines,  game  rules,  or  realms  therein.   Interplay-Derived
                  Elements  expressly  excludes  Dungeons &  Dragons-proprietary
                  materials,   including,   by  way  of  example,   but  without
                  limitation:   cluebooks,   Dungeons  and   Dragons-proprietary
                  artwork, packaging, advertisements, text, translations and any
                  and all visual  representations  of Dungeons & Dragons related
                  intellectual    property,    including    all   Dungeons   and
                  Dragons-proprietary  characters,  trademarks,  copyrights  and
                  artwork  appearing in any of the products listed on Exhibit A.
                  For the avoidance of doubt, any visual  representation  of any
                  Dungeon & Dragons-proprietary  intellectual property shall not
                  be considered  Interplay-Derived Elements.  Interplay shall be
                  free to continue to exploit the Interplay-Derived Elements, or
                  not,  at  will  and in its  sole  discretion.  Subject  to the
                  foregoing,   Atari  Interactive   and/or  Hasbro  reserve  and
                  expressly do not waive any rights that either may have to take
                  action against Interplay for copyright infringement, trademark
                  infringement,  dilution, unfair competition, false advertising
                  and/or  any  related


                                      17
<PAGE>


                  claims in connection with  Interplay's  exercise of the rights
                  granted herein,  however, such allegation by Atari Interactive
                  and/or  Hasbro  shall not itself  constitute  a breach of this
                  Agreement by Interplay  or grounds for  termination  of any of
                  the rights granted hereunder.


                                      18