EXHIBIT 10.20

SETTLEMENT AGREEMENT AND  MUTUAL GENERAL RELEASE AND COVENANT NOT TO SUE

This Settlement Agreement and Mutual Release and Covenant Not to Sue (the "Agreement") is made and entered into
as of the date of the last Party to execute this Agreement by and between HearMe, a Delaware corporation ("HearMe"), and GameSpy Industries, Inc., a
California corporation ("GameSpy") (collectively, the "Parties").

RECITALS

WHEREAS, HearMe and GameSpy entered into an Asset Purchase Agreement on or about December 18, 2000
("APA");

WHEREAS,
pursuant to the APA, GameSpy executed a promissory note on or about January 19, 2001 in favor of HearMe in the principal amount of $4,521,099.55
("Note");

WHEREAS,
HearMe and GameSpy entered into a Transition Services Agreement dated as of January 19, 2001 ("TSA") pursuant to which
GameSpy was to make particular payments to HearMe;

WHEREAS,
on or about May 30, 2001, eFront Media, Inc. filed an Action against HearMe and GameSpy for breach of written contract in Orange County, California as Case No.
01CC06979 (the "Action");

WHEREAS,
HearMe contends that GameSpy is in breach of its obligations to pay to HearMe (i) approximately $4,717,702.00 in principal and accrued interest under the Note, and
(ii) approximately
$153,523.00 pursuant to or in connection with the TSA (collectively, the "Claimed Amounts"), and GameSpy disputes HearMe's contentions (the
"Dispute"); and

WHEREAS,
except as otherwise set forth herein, the Parties have decided to compromise, settle and dispose of all claims between them arising out of the Dispute in order to avoid
litigation and the attorneys' fees and costs associated therein.

NOW,
THEREFORE, in consideration of the promises, covenants, representations and warranties and other good and valuable consideration contained herein, it is hereby agreed by and
between the parties hereto as follows:

AGREEMENT

1.GameSpy's Obligations

In
consideration of the releases set forth below and the transfer by HearMe to GameSpy of the GameSpy Shares (as defined in and pursuant to Section 2 below), and in full
payment of all claims arising out of or relating to the Dispute, now or in the future, GameSpy agrees that:



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2.HearMe's Obligations

In
consideration of the releases set forth below, GameSpy's performance of its obligations set forth in section 1 above and the representations and warranties set forth below,
and in full payment of all claims arising out of or relating to the Dispute, at the Effective Time HearMe shall transfer to GameSpy 2,332,743 shares of Common Stock of GameSpy held by HearMe (the
"GameSpy Shares"). The Parties acknowledge and agree that 360,733 of the GameSpy Shares (the "Escrow
Shares") have been deposited with U.S. Bank Trust, National Association (the "Escrow Agent"), as Escrow Agent pursuant to
the Escrow Agreement dated as of January 19, 2001 by and among HearMe, GameSpy and the Escrow Agent (the "Escrow Agreement"). At the Effective
Time, HearMe shall deliver to GameSpy (a) a stock certificate representing at least 1,972,010 of the GameSpy Shares (the "Non-Escrow
Shares"), (b) an executed Stock Assignment Separate From Certificate in substantially the form attached hereto as Exhibit Awith respect to the transfer of the
Non-Escrow Shares, (c) an executed Stock Assignment Separate From Certificate in
substantially the form attached hereto asExhibit Bwith respect to the transfer of the Escrow Shares, and (d) an executed copy of the
Joint Escrow Agent Instructions in substantially the form attached hereto asExhibit C(the "Joint
Instructions"). GameSpy represents and warrants to HearMe that GameSpy has paid all amounts due and payable to the Escrow Agent pursuant to Section 5(j) of the Escrow
Agreement, and promptly after the Effective Time GameSpy shall execute and deliver the Joint Instructions to the Escrow Agent. If, following the transfer of the GameSpy Shares to GameSpy, HearMe still
holds shares of common stock of GameSpy, then GameSpy agrees to promptly (and in any event within five (5) business days) execute and deliver to HearMe a certificate representing such shares.

3.Mutual and General Release



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4.Civil Code Section 1542.Consequently, except as set forth in Section 1 or
Section 10, as to the matters being released pursuant to this Agreement, the Parties expressly waive all rights under California Civil Code Section 1542, which provides that:



5.General Representations and Warranties.



6.Representations and Warranties of GameSpy.GameSpy represents and warrants to HearMe as follows:

GameSpy
has provided to HearMe its audited financial statements (including balance sheet, income statement and statement of cash flows) as of and for the year ended December 31, 2000
and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of the date of this agreement (collectively, the "Financial
Statements"). The balance sheet as of the date of this agreement included in the Financial Statements (the "Current Balance
Sheet") accurately reflects the current assets of GameSpy, as determined in accordance with generally accepted accounting principles, including, but not limited to, cash and
cash equivalents, short-term investments, and accounts receivable ("Current Assets"). Except as set forth in the Financial Statements, GameSpy has

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no material assets, accounts receivable or other rights to payments or financing, contingent or otherwise (collectively, "Other Rights"), other than
assets, accounts receivables or other rights under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected
in the Financial Statements, which, in both cases, individually or in the aggregate are not material to the financial condition of the Company.

7.No Admission of Liability.This Agreement is the result of good faith compromise of disputed claims
and shall never at any time or for any purpose be considered an admission of the correctness of the claims advanced by either Party, or of any liability by any Party, all of whom continue to deny all
liability, disclaim all responsibility, and dispute the factual allegations claimed by the other Party.

8.Confidentiality.



9.Liquidated Damages.HearMe is entering into this Agreement, transferring the GameSpy Shares to
GameSpy and compromising valuable rights to the full Claimed Amount based in significant part upon reliance on GameSpy's representations and warranties set forth above in Section 6.
Accordingly, in the event that GameSpy's actual Current Assets as of the date of this agreement (the "Actual Current Assets") exceed the Current Assets
reflected on the Current Balance Sheet (the "Balance Sheet Current Assets") by more than ten percent (10%), then GameSpy shall pay to HearMe as
full and complete liquidated damages a cash payment equal to 50% of the amount by which the Actual Current Assets exceed the Balance Sheet Current Assets;provided, however,that the amount of such
liquidated damages shall in no event exceed $2,435,612.00 (the "Liquidated Damages Amount"). Without
admitting liability with respect to the Claimed Amount, the Parties acknowledge and agree that the Claimed Amount exceeds the Payment received by HearMe hereunder by the Liquidated Damages Amount.
Accordingly, the Parties acknowledge and agree that this Section 9 is a specifically negotiated, agreed upon portion of the transactions contemplated by this Agreement and that the Liquidated Damages
Amount constitutes reasonable and fair compensation for the breaches of the representations and warranties of GameSpy referenced above in light of the compromise of HearMe's rights to the full Claimed
Amount hereunder and the transfer of the GameSpy Shares to GameSpy.

10.Other Transactions.The parties acknowledge and agree that HearMe is entering into this Agreement,
transferring the GameSpy Shares to GameSpy and compromising valuable rights to the full Claimed Amount based upon its understanding that certain types of transactions are not imminent for GameSpy.
Accordingly, the parties agree that it is fair and reasonable for HearMe to receive additional payments from GameSpy in the event that GameSpy engages in certain transactions prior to
December 31, 2001, as follows:



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11.Audit Rights.HearMe shall have the right to designate independent accountants to audit GameSpy's
books and records upon reasonable notice to GameSpy and during normal business hours to determine the compliance by GameSpy of its obligations under Sections 6, 9 and 10 of this Agreement.
HearMe shall have the right to conduct one such audit at any time prior to June 30, 2002. GameSpy shall cooperate with such independent accountants and provide them with all information as may
be reasonably requested in connection with such audit. HearMe shall bear the fees and expenses of such independent accountants;provided, however,that
if the audit shall determinethe trigger of a liquidated damages payment by GameSpy to HearMe as outlined in Section 9,then GameSpy shall bear
such fees and expenses.

12.Other Agreements.Notwithstanding anything to the contrary in this Agreement, the Parties hereby
agree that the effect of this Agreement upon certain provisions of other agreements between the Parties is as follows:



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13.Waiver Of Defenses to Enforcement of This Contract.To the extent permitted by law, and only to
that extent, all Parties hereto waive all public policy and other defenses, if any exist, to the enforcement of this Agreement or any part thereof.

14.Attorneys Fees and Costs.Each Party to this Agreement shall bear its own costs, expenses, and
attorneys fees, whether taxable or otherwise, incurred or arising out of, or in any way related to the matters released herein.

15.Severability.Should this Agreement, or any part of it, be determined by any court, tribunal,
arbitrator, or agency to be unenforceable, void, or voidable, or should any court, tribunal, arbitrator, or agency refuse or decline to enforce this Agreement or any part of it, the remainder of this
Agreement and all parts of it shall remain in effect, valid and enforceable.

16.Headings.The various headings used in this Agreement are solely for the convenience of the Parties
and shall not be used to interpret this Agreement.

17.Signature Photocopies and Facsimiles.A photocopy of a signature or a facsimile of a signature
shall be as valid as an original.

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18.Counterparts.This Agreement may be executed by way of identical counterparts, so that there is at
least one identical counterpart signed by each Party. This Agreement shall become effective when so signed and delivered by all Parties on any combination of identical counterparts, in which case all
said identical counterparts shall be treated as a single Agreement.

19.Modifications.No amendment, change or modification of this Agreement shall be valid or binding to
any extent unless it is in writing and signed by all of the Parties affected by it.

20.Entire Agreement.This Agreement constitutes the complete, final and entire agreement among the
Parties with respect to the subject matter hereof, and supercedes any other prior and contemporaneous oral or written agreements, negotiations and discussions with respect to the subject matter
hereof.

21.Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without consideration of its principles of conflict of laws.

22.Arbitration.



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[Signature
Page Follows]

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IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first set forth above.

|HereMe                   |  | Dated: September  , 2001
|------------------------ |  | ------------------------
|By:                      |  |                         
|Title:                   |  |                         
|GameSpy Industries, Inc. |  | Dated: September  , 2001
|By:                      |  |                         
|Title:                   |  |                         

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Exhibit A    ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED and in connection with that certain Settlement Agreement and Mutual General Release and Covenant Not to Sue of even date herewith (the
"Agreement") by and between GameSpy Industries, Inc., a California corporation (the "Company"), and
HearMe, a Delaware corporation ("HearMe"), HearMe hereby sells, assigns and transfers unto the Company two million three hundred thirty-two
thousand seven hundred forty-three (2,332,743) shares of the Common Stock of the Company standing in HearMe's name on the Company's books and represented by Certificate No. 19 and
does hereby irrevocably constitute and appoint              to transfer said stock on the books of the Company with full power of substitution in the premises.

|Dated: September  , 2001 |  |        |  | 
|------------------------ |  | ------ |  | 
|                         |  | HEARME
|                         |  | By:    |  | 
|                         |  | Name:  |  | 
|                         |  | Title: |  | 

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Exhibit B    ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED and in connection with that certain Settlement Agreement and Mutual General Release and Covenant Not to Sue of even date herewith (the
"Agreement") by and between GameSpy Industries, Inc., a California corporation (the "Company"), and
HearMe, a Delaware corporation ("HearMe"), HearMe hereby sells, assigns and transfers unto the Company three hundred sixty thousand seven hundred
thirty-three (360,733) shares of the Common Stock of the Company standing in HearMe's name on the Company's books and represented by Certificate No. 20 and does hereby irrevocably
constitute and appoint              to transfer said stock on the books of the Company with full power of substitution in the premises.

|Dated: September  , 2001 |  |        |  | 
|------------------------ |  | ------ |  | 
|                         |  | HEARME
|                         |  | By:    |  | 
|                         |  | Name:  |  | 
|                         |  | Title: |  | 

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Exhibit C    JOINT ESCROW AGENT INSTRUCTIONS

September  ,
2001

U.S.
Bank Trust, National Association
Corporate Trust Services
One California Street, Suite 400
San Francisco, CA 94111
Attention: Ann Gabsby

Escrow No. 94423020

Dear
Ann:

Pursuant
to the Escrow Agreement dated as of January 19, 2001 (the "Escrow Agreement") by and among GameSpy Industries, Inc., a
California corporation "GameSpy"), HearMe, a Delaware
corporation ("HearMe"), and U.S. Bank Trust, National Association, as escrow agent ("Escrow
Agent"), this letter shall constitute joint instructions of GameSpy and HearMe to Escrow Agent as follows:



If
you have any questions or concerns, please do not hesitate to contact Mark Surfas of GameSpy at (949) 798-4200 or James Schmidt of HearMe at
(650) 429-3900.

| |  | GAMESPY INDUSTRIES, INC.
| |  | ------------------------
| |  | By:                     
| |  | Name:                   
| |  | Title:                  
| |  | HEARME                  
| |  | By:                     
| |  | Name:                   
| |  | Title:                  

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