**Exhibit 10.25**

**XBOX LIVE SERVERPLATFORM ADDENDUM**TO THEXBOX 360 PUBLISHERLICENSING AGREEMENT

This Xbox Live ServerPlatform Addendum to the Xbox 360 Publisher Licensing Agreement (this “XLSP Addendum”)is entered into and effective as of the later of the two signature dates below(the “Effective Date”) by and between Microsoft Licensing, GP a Nevada generalpartnership (“Microsoft”), and THQ Inc. (“Publisher”), and supplements the Xbox 360Publisher License Agreement******betweenthe parties dated as of October 31, 2005 (the “Xbox 360 PLA”).  Except as expressly provided otherwise inthis XLSP Addendum, capitalized terms have the same meanings ascribed to themin the Xbox 360 PLA.  The terms of theXbox 360 PLA are incorporated by reference, and except and to the extentexpressly modified by this XLSP Addendum, the Xbox 360 PLA remains in fullforce and effect and is hereby ratified and confirmed.

**RECITALS**

A.                                   Underthe Xbox 360 PLA, Publisher may include in its Xbox 360 Software Titles certainOnline Features accessible via Xbox Live. Generally, Xbox Live is a closed online network accessible only byservers owned and operated by Microsoft.

B.                                     Publisherwishes to host on Publisher’s servers or a third party server some or all ofthe Online Content for its Xbox 360 Software Titles in accordance with theterms and conditions set forth herein.

Accordingly, forand in consideration of the mutual covenants and conditions contained herein,and for other good and valuable consideration, receipt of which each party herebyacknowledges, Microsoft and Publisher agree as follows:

# **1.****                                      Definitions**

## 1.1                                 **“Publisher Hosted Online Content”**means any content, includingwithout limitation any Online Content or Online Game Feature, that is hostedand served through the Publisher Hosting Services under the terms of this XLSP Addendum.

## 1.2                                 **“Publisher Hosting Services”**means Publisher’s hosting ofPublisher Hosted Online Content pursuant to the terms and conditions of this XLSPAddendum, whether performed by Publisher or a ThirdParty Host, including operating, maintaining and controlling the serversnecessary for the provision of Publisher Hosted Online Content.

## 1.3                                 **“Third Party Host”**means a third party providing PublisherHosting Services on behalf of Publisher.

## 1.4                                 **“Xbox Live Server Platform”or “XLSP”**means Microsoft’splatform and/or server architecture which enables the Publisher HostingServices to function as an expansion to the features available from the XboxLive service.

## 1.5                                 **“Xbox Live User Content”** means any content that originates from XboxLive Users in any format and that is published through or as part of any PublisherHosted Online Content, but excluding Xbox Live User Communications.

## 1.6                                 **“Xbox Live UserCommunications”** means transientvoice and text communications sent from an Xbox Live User to one or more XboxLive Users (e.g, voice chat).

*CONFIDENTIAL *

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# **2.****                                      Approvaland Certification**

All proposedPublisher Hosting Services and Publisher Hosted Online Content must go throughthe same approval process as set forth in the Xbox 360 PLA (i.e., the stagesfor Concept approval, pre-Certification, Certification and Marketing Materials approvalsthat apply to all aspects of the Software Title).   All Publisher Hosting Services and PublisherHosted Online Content is subject to the same terms to which any Software Titleand/or Online Content is subject per the Xbox 360 PLA.  In order to pass a Software Title using XLSPthrough Certification, Publisher may be required to submit additionalinformation about its server architecture and access to its server environment sufficientto enable Microsoft to conduct testing of the Publisher Hosting Services.  In addition to the requirements under thisXLSP Addendum, Publisher acknowledges and agrees that it will be bound by all XLSPpolicies set forth in the Xbox 360 Publisher Guide.

# **3.****                                      Privacy**

As a condition forCertification, Microsoft may require Publisher to have a separate terms of use orprivacy policy under Publisher’s name and implemented in a manner that is reasonablyacceptable to Microsoft.  Microsoft mustexpressly consent to any collection of Xbox Live User personally identifiableinformation and in such event, Publisher may collect only what user data thatis legitimately necessary for the intended purpose and may not use any suchuser data relating to the Xbox 360 and the Xbox Live service in any manneroutside of the Publisher Hosting Services. In the event Microsoft requires that Publisher use a separate terms ofuse or privacy policy for the Publisher Hosting Services, then such policieswill clearly state (i) that the Xbox Live User’s personal information will beshared with Microsoft, and (ii) that the Xbox Live User will be subject to theterms and conditions of the Microsoft Privacy Statement and the Microsoft Termsof Use.  Such notice must containhyperlinks to the Xbox Live terms of use, privacy statement, and code ofconduct currently located at, http://www.xbox.com/xboxlive.  Publisher agrees that any separate terms ofuse or privacy policy will be in addition to and not conflicting with the XboxLive terms of use, privacy statement and code of conduct.

# **4.****                                      BetaTrials**

At any time priorto Certification of the Software Title that uses XLSP, Microsoft may requirethat internal or public beta testing be conducted by or on behalf of Microsoft(the “Beta Trials”).  Microsoft’s priorwritten approval, which may be withheld in Microsoft’s sole discretion, isrequired for any Beta Trials.  Allfeedback provided by Microsoft to Publisher as a result of the Beta Trials is advisoryin nature, and satisfactory feedback from the Beta Trials is not an indicationthat the Publisher Hosted Online Content will be approved following theCertification submission.  Likewise, BetaTrial feedback may include information regarding violations of Technical CertificationRequirements that could, if not addressed by Publisher, result in Certificationfailure.

# **5.****                                      PublisherHosting Services**

## 5.1                                 **PublisherResponsibility. **Publisher is responsible for hosting the PublisherHosted Online Content and providing the Publisher Hosting Services.  Publisher shall operate the Publisher HostingServices in a manner that meets or exceeds standards of quality, performance,stability, and security generally accepted in the industry, and those specificrequirements set forth below in this section and in the Xbox 360 Publisher Guide.

## 5.2                                 **Third Party Host. **If Publisher is using a Third Party Host to provide the Publisher HostingServices, Publisher may provide to the Third Party Host access to only thoseportions of the XDK that are necessary for the Third Party Host to perform Publisher’sHosting Services.  Prior to using theservices of any Third Party Host, the Third Party Host and Publisher must signa Third Party Hosting Agreement substantially and materially in the form setforth in Exhibit A, and Microsoft must accept and approve suchagreement in writing.** **Publisher hereby****unconditionally and irrevocably guaranteesthe Third Party Host’s performance of the applicable obligations andrestrictions imposed by this XLSPAddendum and the Third Party Hosting Agreement.

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## 5.3                                 **Publisher Hosting ServiceRequirements. **Publisher shall adhere to the followingrequirements and upon request from Microsoft, Publisher shall provide Microsoftwith sufficient information to verify compliance with these requirements:

### 5.3.1                        **Operation***. *Publisher shall monitor theoperation and performance of the Publisher Hosting Services, respond totechnical and Xbox Live User inquiries, and have rules, policies, andprocedures for the Publisher Hosting Services that are consistent with thestandards defined below or as otherwise provided by Microsoft from time to timein the event Microsoft reasonably determines that the standards need to beupdated in light of industry standards.

### 5.3.2                        **Reporting and Technical Policies***. *The parties shall followthe communication processes for sharing and updating each other’s technicalteams set forth in the Xbox 360 Publisher Guide.  In addition, Publisher shall follow thetechnical processes, policies, rules, and detailed procedures for notification,escalation and reporting of scheduled and unscheduled maintenance, and problemsthat might occur with the Publisher Hosting Services as set forth in the Xbox360 Publisher Guide.  Each party is responsiblefor notifying the other in the event that it discovers a technical problem withthe service of the other party.  Publishershall provide Microsoft **** advanced written notice of Publisher’s scheduleddowntimes, and Publisher shall use commercially reasonable efforts to schedulemaintenance downtimes for the Publisher Hosting Services at the same time asMicrosoft’s scheduled downtimes for Xbox Live. Upon notification of a scheduled downtime for the Publisher HostingServices, Microsoft may at its option request an alternate time for suchscheduled maintenance and Publisher shall use commercially reasonable effortsto accommodate Microsoft’s request.

### 5.3.3                        **Server Capacity and Uptime***. *** **Publishershall use commercially reasonable efforts to support all users of its PublisherHosting Services, including operating sufficient servers for user traffic, andshall immediately inform Microsoft of the failure of relevant Publisher HostingServices.  Publisher shall ensure thatall servers operate at no more than **** CPU capacity when the PublisherHosting Services is at a “peak load” where “peak load” is defined as that pointwhen, during a given month, (i) server transactions per second are at theirhighest level for the Publisher Hosting Services and (ii) CPU consumption is atits highest level.  The Publisher HostingServices  shall have uptime of **** permonth, where uptime is defined as the portion of time when the system is accessibleand available to Xbox Live Users.  Uptimewill be calculated on a monthly basis assuming conformance with the industrystandard of monitoring uptime every ****. Publisher will report the uptime statistics to Microsoft upon request.  Scheduled maintenance done pursuant toSection 5.3.2 above may be deducted when calculating uptime.

### 5.3.4                        **Publisher Contact***. *As provided in the Xbox 360Publisher Guide, Publisher shall designate at least one full-time employee as aproduct or program manager to the services contemplated under this XLSP Addendum,responsible for serving as Microsoft’s liaison, performing Publisher’sobligations under this Agreement, and serving as primary contact to Microsoft.

### 5.3.5                        **Server Location.**  Publisher must locate all servers used tooperate the Publisher Hosting Services in approved territories as provided forin the Xbox 360 Publisher Guide.

### 5.3.6                        **Troubleshooting; Notice to Users.**  If the Publisher Hosting Services are unableto establish a connection to Xbox Live, then Publisher will work with Microsoftto troubleshoot the cause of the problem and diligently work to fix any suchproblem.  During any time in which aSoftware Title or any Publisher Hosted Online Content using the PublisherHosting Services are unable to establish a connection to the Publisher HostingServices, then Publisher will display the appropriate message to the Xbox LiveUser in accordance with the Xbox 360 Publisher Guide.

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*Confidential portion omitted and filed separately with the Securities andExchange Commission.

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5.4**                                 Customer Support. **As set forth in the Xbox 360 PLA,as between Microsoft and Publisher, Publisher is solely responsible forproviding customer support to Xbox Live Users for Publisher Hosted Online Contentand Publisher Hosting Services.  Exceptas expressly set forth herein, Publisher acknowledges and agrees that Microsofthas no support responsibilities whatsoever to Xbox Live Users for the PublisherHosted Online Content and Publisher Hosting Services.

5.5**                                 XboxLive Family Settings Features.**  PublisherHosting Services and Publisher Hosted Online Content shall at all times complywith the requirements of the Xbox 360 Publisher Guide and the TechnicalCertification Requirements related to the family settings features of the Xbox360 and Xbox Live.

5.6                                 **Law Enforcement and Regulatory Requirements. **Publisher is responsible forensuring that the Publisher Hosting Services and Publisher Hosted OnlineContent comply with all legal and regulatory requirements that apply in the jurisdictionsin which such services or content are made available.  Publisher may be required to provideMicrosoft with information including legal opinions (when reasonably necessary)to verify that the Publisher Hosting Services and Publisher Hosted OnlineContent comply with applicable laws.  Inaddition, Publisher agrees that it will promptly reply to and comply with anyrequests by any law enforcement officials regarding the Publisher HostingServices or Publisher Hosted Online Content.

# **6.****                                      XboxLive User Content**

## 6.1                                 **Microsoft Approval.**  Publisher may not allow Xbox Live Users to create,share or otherwise provide Xbox Live User Content in connection with a SoftwareTitle without Microsoft’s express approval. If Publisher wants to make Xbox Live User Content available as part of PublisherHosted Online Content, Publisher will provide to Microsoft a detaileddescription of the process and procedures Publisher will have in placeregarding such Xbox Live User Content.

### 6.2**                                ****Claim of Infringement. **If Microsoft has approvedPublisher allowing Xbox Live User Content, Publisher shall maintain a procedurefor removing Xbox Live User Content in the event of a good faith claim ofinfringement pursuant to the Digital Millennium Copyright Act (DMCA) and otherapplicable laws and regulations.  Microsoft may notify Publisher of anycomplaints Microsoft receives related to Xbox Live User Content. Publisher shall remove allegedly infringing Xbox Live User Content upon receiptof a good faith third party claim of infringement in compliance with the DMCA(or other applicable laws and regulations) or upon notice from Microsoft, butno later than forty-eight (48) hours in the event Publisher does not or is notable to rectify any such claim within the forty-eight (48) hour period. Publisher agrees to notify Microsoft as soon as commercially reasonable (and inany event no later than forty-eight (48) hours after receipt) of any suchclaims of infringement and to update Microsoft as to steps taken in responsethereto.  In order to mitigate escalation of any such claims, Microsoftmay in its good faith discretion remove such content according to Microsoft’sstandard procedure for compliance with the DMCA and other applicable laws andregulations.

### 6.3**                                 AdditionalCircumstances for Removal of Xbox Live User Content*. ***Microsoft may in itsdiscretion request that Xbox Live User Content be removed by Publisher pursuantto the procedures described above for Xbox Live User violations of the Microsoft’sTerms of Use and/or Code of Conduct.

# **7.****                                      Actionby Microsoft**

In the event Publisherfails to perform any of its obligations under this XLSP Addendum, includingfailure to conform to the approved Concept for the Software Title and/orPublisher Hosting Services, Microsoft has the right, without limiting any ofits other rights and remedies under the Agreement, to restrict access to the PublisherHosted Online Content and disconnect Publisher Hosting Services from Xbox Live.  Microsoft, in its discretion, may restrictthe uploading of Xbox Live User Content to, or require Publisher to remove XboxLive User Content from, Xbox Live in accordance with the Xbox Live Terms of Use,the Xbox Live Privacy Policy and the Xbox Live Code of Conduct.

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# **8.****                                      Term and Termination**

## 8.1                                 **Term**.  TheTerm of this XLSP Addendum is the same as set forth in the Xbox 360 PLA.

## 8.2                                 **Effect of Termination.** Upontermination or expiration of the Xbox 360 PLA and/or this XLSP Addendum, Publishershall continue to support existing Publisher Hosted Online Content until theearlier of (1) the end of the Finished Product Unit sell-off period as setforth in the Xbox 360 PLA, or (2) the end of the Minimum Commitment term forOnline Content (as defined in the Xbox 360 PLA).  Additionally, Publisher shall continue tosupport any event-based PublisherHosted Online Content that started before termination or expiration.  To the extent Publisher has support obligationspursuant to this Section 8.2 following termination or expiration, all of Publisher’sobligations under this XLSP Addendum will continue to apply. If this XLSP Addendumis terminated due to Publisher’s breach, then Microsoft has the right toimmediately terminate the availability of the Publisher Hosted Online Content and require that theoperation of Publisher Hosting Services immediately cease, and all Microsoftsoftware or materials be immediately returned to Microsoft.

## 8.3                                 **Survival. **The following Sections of this XLSP Addendum shall survive expirationor termination of this XLSP Addendum:  9and 10.  Other sections shall survive inaccordance with their terms.

# **9.****                                      Warranties**

In addition to thewarranties set forth in the Xbox 360 PLA, Publisher additionally warrants andrepresents that:

## 9.1                                 Any and all information, data, logos,software or other materials provided to Microsoft and/or made available to XboxLive Users via Publisher HostedOnline Content or the Publisher Hosting Services complies with all applicable lawsand regulations and****does not andwill not infringe upon or misappropriate any third party trade secrets,copyrights, trademarks, patents, publicity, privacy or other proprietary rights.

## 9.2                                 The Publisher Hosted Online Content and the Publisher Hosting Services do not and willnot contain any messages, data, images or programs which are, by law,defamatory, obscene or pornographic, or in any way violate any applicable laws(including without limitation laws of privacy) of the applicable Online Territory(ies).

## 9.3                                 The Publisher Hosted Online Content and the Publisher Hosting Services do not harvestor otherwise collect information about Xbox Live Users, including e-mailaddresses, and the Publisher HostedOnline Content and the Publisher Hosting Services do not link to anyunsolicited communication sent to any third party.

## 9.4                                 Publisher will not serve any Publisher HostedOnline Content that is not approved in the Software Title’s Concept.

## 9.5                                 Publisher has obtained all necessary rightsand permissions for its and Microsoft’s use of the Xbox Live User Content andthe Xbox Live User Content does not infringe the intellectual property rightsof any third party.

# **10.****                              ****Indemnification**

Theindemnification obligations of the parties under the Xbox 360 PLA extends toany breach by either party of its warranties, representations or covenants setforth in this XLSP Addendum.  With regardto the Publisher Hosting Services, Publisher’s warranties, representation,covenants and indemnification obligations apply regardless of whether or not Publisherhas engaged a Third Party Host to perform all or any of the Publisher HostingServices.

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Publisher’sindemnity obligation applies to any third party claims arising out of Microsoft’suse of the Xbox Live User Content.

# **11.****                               Sub-Publishing**

Publisher mayenter into sub-publishing arrangements as provided for in the Xbox 360 PLA withrespect to Software Titles subject to this XLSP Addendum, provided thatPublisher remains in control of and responsible for the operations of allPublisher Hosted Online Content and Publisher Online Services.  If Publisher desires to transfer theownership and operation of Publisher Online Services to its sub-publishingpartner, then the sub-publisher must be treated as a Third Party Host hereunderor Publisher must get confirmation in writing that the sub-publisher has itsown XLSP Addendum in place with Microsoft.

# **12.****                              ****Written Amendment and Approvals**

Approvals underthis XLSP Addendum that are required to be in writing require the exchange of writtensignatures by authorized individuals of each party.  Email or oral approvals in such cases willnot be valid.  This XLSP Addendum may notbe modified except by written agreement dated after the date of this XLSP Addendumand signed by Publisher and Microsoft.

IN WITNESS WHEREOF, theparties hereto have caused this XLSP Addendum to be executed as of theEffective Date on the dates indicated below.
| **“Microsoft”**    | ** ** | **“Publisher”** |
|------------------------------|------------|---------------------------|
| **MICROSOFT  LICENSING, GP** | ** ** | **THQ INC.**              |
|                         |       |                      |
|                         |       |                      |
| By (sign)                    |       | By (sign)                 |
|                         |       |                      |
| Name (Print)                 |       | Name (Print)              |
|                         |       |                      |
| Title                        |       | Title                     |
|                         |       |                      |
| Date                         |       | Date                      |

 

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**EXHIBIT A**

**THIRDPARTY HOST AGREEMENT**

For good andvaluable consideration,                                                                 ,a corporation of                                                   (“Third Party Host”) hereby covenants and agrees with Microsoft Licensing, GP (“Microsoft”),a Nevada General Partnership, and                                        (“Publisher”), a                                         that Third Party Host shall comply with all obligations and terms andconditions of Publisher related to the XDK License and the Publisher Hosting Servicesas defined in and pursuant to the Xbox 360 Publisher License Agreement betweenMicrosoft and Publisher dated                                                      and the Xbox Live Server Platform Addendum to the Xbox 360 Publisher LicensingAgreement between Microsoft and Publisher  dated                                                  (collectively the “Agreement”).

It is a conditionprecedent to the effectiveness of this Third Party Host Agreement that theThird Party Host execute and return to Microsoft a signed XDK License,including an executed Nondisclosure Agreement.

Except as provided below, this Third Party Host Agreementcommences on the Effective Date set forth above and continues until the earlierof termination or expiration of the Agreement.

Nothing contained herein limits Publisher’ ability to exercise anyrights and/or to assert any claims and/or liabilities against Third Party Hostunder any separate agreement between Publisher and Third Party Host.

IN WITNESSWHEREOF, the undersigned parties have executed this agreement as of the dateset forth below.  All signed copies ofthis Third Party Host Agreement are to be deemed originals.
| **“THIRD PARTY HOST”** | ** ** | **“PUBLISHER”** |
|----------------------------------|------------|---------------------------|
|                             |       |                      |
|                             |       |                      |
|                             |       |                      |   |   |
|                             |       |                      |   |   |
| By:                              |       |                      | By: |   |
|                             |       |                      |   |   |
|                             |       |                      |   |   |
| Name (please  print)             |       | Name (please print)       |
|                             |       |                      |
| Title                            |       | Title                     |
|                             |       |                      |
| Date                             |       | Date                      |
|                             |       |                      |
| **“Microsoft”**        |       |                      |
| **MICROSOFT  LICENSING, GP**     |       |                      |
|                             |       |                      |   |
|                             |       |                      |   |
| By:                              |       |                      |   |
|                             |       |                      |   |
|                             |       |                      |   |
| Name (please  print)             |       |                      |
|                             |       |                      |
| Title                            |       |                      |
|                             |       |                      |
| Date                             |       |                      |
|                                  |            |                           |  |  |  |  |

 

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