**Exhibit 10.27**

 

**AMENDMENT TO THEXBOX PUBLISHER LICENSING AGREEMENT**

***(Term, Tier ****, Limited Tier Migration, Super Hits Program,Minimum Order Quantities, Samples, Demo Versions, Billing Addresses)***

 

This Amendment to the Xbox Publisher License Agreement (this “Amendment”)is entered into and effective as of March 1, 2005 (the “Amendment EffectiveDate”) by and between Microsoft Licensing, GP,****aNevada general partnership (“Microsoft”), and **                                                      **(“Licensee” or “Publisher”), and supplements that certain XboxÔ Publisher LicenseAgreement******between the parties dated as of                          ,as amended (the “PLA”).

 

**RECITALS**

 

A.                                   Microsoftand Publisher entered into the PLA to establish the terms under which Publishermay publish video games for Microsoft’s Xbox video game system.

 

B.                                     Theparties now wish to extend the Term of the PLA and amend certain provisions thereoffor Publisher’s continued manufacture and distribution of video games for theXbox.

 

Accordingly, for and in consideration of the mutualcovenants and conditions contained herein, and for other good and valuableconsideration, receipt of which each party hereby acknowledges, Microsoft and Publisheragree as follows:

 

# **1.**                                      Definitions; Interpretation

 

## 1.1                                 “Asian Sales Territory” means the territorycomprising Taiwan, Hong Kong, Singapore and Korea, and any other countries thatare listed by Microsoft from time to time as set forth in the Xbox Guide.  The Asian Sales Territory does not includeJapan.

##  

## 1.2                                 “Base Royalty” means the licensing fee to bepaid to Microsoft as defined in this Amendment.

##  

## 1.3                                 “Demo Versions” means a small portion of a Software Titlethat is provided to end users at no or minimal cost to advertise or promote theSoftware Title.

##  

## 1.4                                 “StandardFPU” means an FPU of a Software Title which is not a Hits FPU.  The Commercial Release of a Software Titlemay only consist of Standard FPUs.

##  

## 1.5                                 Except as expressly provided otherwise inthis Amendment, capitalized terms shall have the same meanings ascribed to themin the PLA or its amendments.

##  

## 1.6                                 The terms of the PLA are incorporated byreference, and except and to the extent expressly modified by this Amendment orany previous amendments, the PLA shall remain in full force and effect and ishereby ratified and confirmed.   In theevent of any conflict between this Amendment and the PLA or any prioramendments thereto, the terms of this Amendment shall control.  In the event of any conflict between thisAmendment and the Xbox Guide, the terms of this Amendment shall control.  The parties specifically acknowledge thatexcept as expressly set forth herein, this Amendment supersedes any prioramendments to the PLA related to manufactured FPU royalty rates and/or payments.

##  

# **2.**                                      Term

 

The term of the PLA is hereby extended until November 15,2007 (the “Current Term”).  Unless oneparty gives the other notice within **** prior to the end of the Current Term,this Agreement shall automatically renew for a single renewal term of ****.  The period of time since the Effective Date ofthe PLA through the Current Term and any extensions or renewals thereto shallconstitute the “Term” as referred to in the PLA and this Amendment.

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

***MICROSOFTCONFIDENTIAL***

 

**1**

----

 

# **3.**                                      New Royalty ****

 

## 3.1                                 The royalty rate tables and provisions inSections 7.1.4 and 7.1.5 (or Sections 6.1.4 and 6.1.5) of the PLA describinghow royalty rates are calculated are hereby replaced by the provisions of thisAmendment.  Notwithstanding theforegoing, the **** described below will only be available to Publisher after****.

##  

## 3.2                                 Royalty Fee

##  

### 3.2.1                        For each FPU manufacturedduring the Term of the PLA, Publisher shall pay Microsoft nonrefundableroyalties in accordance with the royalty tables set forth below (Tables 1 and2) and the “Unit Discount” table set forth in Section 3.4 of thisAmendment (Table 3).

###  

### 3.2.2                        The Base Royalty rate is determinedby the “Threshold Price” (which is the Wholesale Price (WSP) or SuggestedRetail Price (SRP) at which Publisher intends to sell the Software Title in theapplicable Sales Territory) and the Publisher’s billing election per the PLA (“worldwide”or “regional”).  To determine the applicableBase Royalty for a particular Software Title in a particular Sales Territory,the applicable Threshold Price from Table 1 below will determine the correct royalty“Tier.”  The Base Royalty is then as setforth in Table 2 based on the billing option selected by Publisher under thePLA and the Manufacturing Region in which the FPUs will be manufactured.  Forexample, assume the Wholesale Price of a Software Title to be sold in theEuropean Sales Territory is ****.  According to Table 1, Tier 2 royalty rateswill apply to that Software Title.  If the Publisher has chosen a worldwidebilling election, then the Base Royalty is **** per Table 2.  If Publisher has chosen a regional billingoption, the Base Royalty is determined in Table 2 by the ManufacturingRegion.  If the Software Title weremanufactured in the European Manufacturing Region, the Base Royalty would be**** per FPU.  If the Software Title were manufactured in Asian Manufacturing Region, the Base Royaltywould be **** per FPU.

###  

**Table 1: Threshold Price per Sales Territory**

 

| ** ** | ** ** | **North  America WSP** | ** ** | **European WSP** | ** ** | **Japan SRP** | ** ** | **Asia WSP (US$)*** |
|------------|------------|------------------------|------------|------------------|------------|---------------|------------|---------------------|
| ********   | ** ** | ********               | ** ** | ********         | ** ** | ********      | ** ** | ********            |
| ********   | ** ** | ********               | ** ** | ********         | ** ** | ********      | ** ** | ********            |
| ********   | ** ** | ********               | ** ** | ********         | ** ** | ********      | ** ** | ********            |
| ********   | ** ** | ********               | ** ** | ********         | ** ** | ********      | ** ** | ********            |

 

----

*This is the US dollar equivalent of local currencyin the Asia Sales Territory.

 

**Table 2: Royalty Rates**

 

| ** ** | ** ** | **Worldwide  Billing  Option** | ** **         | **Royalty  Rate per Manufacturing Region for Regional  Billing Option** |
|------------|------------|--------------------------------|--------------------|-------------------------------------------------------------------------|
| ** ** | ** ** | ** **                     | **North American** | ** **                                                              | **European** | ** ** | **Asian** |
| ********   | ** ** | ********                       | ** **         | ********                                                                | ** ** | ******** | ** ** | ******** |
| ********   | ** ** | ********                       | ** **         | ********                                                                | ** ** | ******** | ** ** | ******** |
| ********   | ** ** | ********                       | ** **         | ********                                                                | ** ** | ******** | ** ** | ******** |
| ********   | ** ** | ********                       | ** **         | ********                                                                | ** ** | ******** | ** ** | ******** |
| ********   | ** ** | ********                       | ** **         | ********                                                                | ** ** | ******** | ** ** | ******** |
| ********   | ** ** | ********                       | ** **         | ********                                                                | ** ** | ******** | ** ** | ******** |

##  

## 3.3                                 Setting the Base Royalty. Publisher shall submit to Microsoft, at least **** before placing thefirst manufacturing order for a Software Title, a completed and signed “RoyaltyTier Selection Form” in the form attached hereto as Exhibit 1 foreach Sales Territory.  The selectionindicated in the form will only be effective once the form has been

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

2

----

 

## accepted by Microsoft.  If Publisher does not submit a Royalty TierSelection Form as required hereunder, the Base Royalty for such SoftwareTitle will default to Tier 1, regardless of the actual Threshold Price.  Except for as provided for under Section 4of this Amendment, the selection of a Base Royalty for a Software Title in aSales Territory is binding for **** even if the Threshold Price is reducedfollowing the Software Title’s Commercial Release.  Microsoft may change the fees and royaltyrates set forth herein upon written notice to Publisher in ****, which new feesand royalty rates will become effective ****.

 

## 3.4                                 UnitDiscounts.   Publisher is eligible for a discount to the BaseRoyalty applicable to FPUs manufactured for a particular Sales Territory (a “UnitDiscount”) based on the number of Standard FPUs that have been manufactured forsale in that Sales Territory as described in Table 3 below.   Note that units manufactured for sale in aSales Territory are aggregated only towards a discount on FPUs manufactured forthat Sales Territory; there is no worldwide or cross-territorial aggregation ofunits.  The discount will be rounded up to the nearest Cent, Yen orhundredth of a Euro.  Microsoft may revise the discount schedule upon written notice to Publisher ****, whichrevised discount schedule will become effective ****.

##  

**Table 3: Unit Discounts**

 
| **Unit  Discount** | ** ** | **North American Sales  Territory** | ** ** | **European Sales  Territory** | ** ** | **Japan Sales  Territory** | ** ** | **Asian Sales Territory** |
|--------------------|------------|-------------------------------------|------------|-------------------------------|------------|----------------------------|------------|---------------------------|
| ****               |       | ****                                |       | ****                          |       | ****                       |       | ****                      |
| ****               |       | ****                                |       | ****                          |       | ****                       |       | ****                      |
| ****               |       | ****                                |       | ****                          |       | ****                       |       | ****                      |
| ****               |       | ****                                |       | ****                          |       | ****                       |       | ****                      |
| ****               |       | ****                                |       | ****                          |       | ****                       |       | ****                      |

 

***Example 1 (under worldwidebilling election):*  **Publisher manufactures a Software Title forsale in the North American Sales Territory with a wholesale price between ****and an initial order quantity of **** Standard FPUs.  Publisher manufactures the same SoftwareTitle for sale in the European Sales Territory with a wholesale price between**** and an initial orderquantity of **** Standard FPUs.**  **The actual applied royalty ratesfor this Software Title would be:

 

i.              For North American Sales Territory:

a.    **** forunits **** (****% discount)

b.    **** forunits **** (****% discount)

 

ii.             ForEuropean Sales Territory:

a.    **** forunits **** (****% discount)

 

***Example 2 (under regional billingelection):*  **Publisher manufactures **** Standard FPUs ofa Software Title in the North American Manufacturing Region for sale in theNorth American Sales Territory with a wholesale price between ****.  Publisher then manufactures **** StandardFPUs in the European Manufacturing Region for sale in the North American SalesTerritory with that same wholesale price (total FPUs for North American SalesTerritory: ****).  Finally, Publishermanufactures **** Standard FPUs of the same Software Title in the EuropeanManufacturing Region for sale in the Japan Sales Territory at a suggestedretail price below ****.**  **The actual applied royalty ratesfor this Software Title would be:

 

i.              For North American Sales Territory:

a.     **** forunits **** (****% discount)

b.     **** forunits **** (****% discount)

c.     ***** (i.e., ****) for units ***** (****% discount)

 

ii.             ForJapan Sales Territory:

a.    **** forunits **** (****% discount)

 

# **4.**                                      Limited Royalty Tier Migration

 

## 4.1                                 Under the conditions described in this Section 4,Publisher may change the previously elected Base Royalty

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

3

----

 

## rate for a Software Title in a specific SalesTerritory ****.  In order for the newBase Royalty to be applied to Publisher’s FPUs, Publisher shall submit toMicrosoft, at least **** before placing a manufacturing order for the Software Titleto which Publisher desires the new Base Royalty to apply, a completed andsigned “Royalty Tier Change Form” in the form attached hereto as Exhibit 2for each Sales Territory.

 

## 4.2                                 TheRoyalty Tier Change Form must be received and acknowledged by Microsoft nosooner than **** and no later than **** the date that the Software Title was CommericallyReleased in the applicable Sales Territory, which Commercial Release date must occuron or after ****.  No change to a Base Royalty will be effectivebefore ****.

##  

## 4.3                                 Thechange in Base Royalty represented by the Royalty Tier Change Form willonly apply prospectively to manufacturing orders placed after the form has beenaccepted by Microsoft.

##  

## 4.4                                 Publishermay only submit a single Royalty Tier Change Form per Software Title perSales Territory.

##  

## 4.5                                 Publishermay only change from Tier **** to Tier ****.

##  

## 4.6                                 IfPublisher submits a Royalty Tier Change Form for a Software Title in aparticular Sales Territory, the Software Title is thereafter not eligible toparticipate in any Hits Program for that Sales Territory.

##  

# **5.**                                      Hits Programs

 

## 5.1                                 Publisher may elect to participate in certainPlatinum or Classic Hits, Platinum or Classic Family Hits or Super Hits programs(collectively referred to herein as “Hits Programs”) for qualified SoftwareTitles (a “Hit FPU”).  If Publisherelects to participate in a Hits Program, Publisher must provide Microsoft witha completed and signed Hits Programs Election Form in the form attachedhereto as Exhibit 3 no later than **** prior to the targetedCommercial Release of the Hit FPU.  If aSoftware Title meets the applicable participation criteria in a particularSales Territory and Microsoft receives the Hits Programs Election Form ontime, Publisher is authorized to manufacture and distribute Hit FPUs in suchSales Territory and at the Base Royalty rate in Table 2 of Section 3.2.2of this Amendment applicable to “Hit FPUs” or “Super Hit FPUs,” as applicable  Inorder for a Software Title to qualify as a Hits FPU in a Sales Territory, thefollowing conditions, applicable per Hits Program, must be satisfied:

##  

### 5.1.1                        For all Hits Programs, theSoftware Title must have been commercially available as a Standard FPU in theapplicable Sales Territory for at least **** but not more than ****.  Notwithstanding the foregoing, a SoftwareTitle may qualify as a Hit FPU in the European or Japan Sales Territory ****.

###  

### 5.1.2                        To qualify as a Platinum FamilyHit, the Software Title must (i) have received an “E,” or, in the eventsuch rating is officially adopted by the ESRB, an “E10” rating, from the ESRBand/or a “PEGI 3+” rating in Europe and/or an equivalent rating in theapplicable Sales Territory (to the extent Software Titles are rated byregulatory boards within the applicable Sales Territory); and (ii) becharacter based and/or appeal, as determined by Microsoft in its sole goodfaith discretion, to children 12 years of age and younger.

###  

### 5.1.3                        In any **** in a SalesTerritory, Publisher may not publish more than **** Software Titles as part ofthe Platinum or Classic Hits Family Program.

###  

### 5.1.4                        To qualify as a “Super Hit,” aSoftware Title must have been a Hits FPU for at least ****.  The manufacturing requirements are differentdepending on whether a potential Super Hit started out as a Platinum or ClassicHit or Platinum or Classic Family Hit.  NoSoftware Title may be released as a Super Hit prior to ****.

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

4

----

 

### 5.1.5                        Publisher must havemanufactured the following minimum quantities of Standard and/or Hit FPUs (asindicated below) for the applicable Sales Territory and Hits Program.

 

**Table 4: Hits Manufacturing Requirements**

 
| ** **                                                                                                  | ** ** | **NA** | ** ** | **EU** | ** ** | **Japan** | ** ** | **Asia** |
|-------------------------------------------------------------------------------------------------------------|------------|--------|------------|--------|------------|-----------|------------|----------|
| **Platinum  or Classic Hits**- Must be Standard FPUs                                                        |       | ****   |       | ****   |       | ****      |       | ****     |
| **Super  Hits from Platinum or Classic Hits**- Must be Standard, Platinum or Classics Hit FPUs              |       | ****   |       | ****   |       | ****      |       | ****     |
| **Platinum  or Classic Family Hits**- Must be Standard FPUs                                                 |       | ****   |       | ****   |       | ****      |       | ****     |
| **Super  Hits from Platinum or Classic Family Hits**- Must be Standard, Platinum or Classic Family Hit FPUs |       | ****   |       | ****   |       | ****      |       | ****     |

 

### 5.1.6                        The Wholesale Price per Hit FPUother than Super Hits must not exceed **** in the North American SalesTerritory, the equivalent of **** in local currency for the Asian SalesTerritory, **** in the European Sales Territory; and the suggested retail pricemust be less than **** in the Japan Sales Territory.  The Wholesale Price per Super Hits FPU mustnot exceed **** in the North American Sales Territory, the equivalent of ****in local currency for the Asia Sales Territory and **** in the European SalesTerritory.

###  

## 5.2                                 All Marketing Materials for a Hit FPU mustclearly comply with all Microsoft branding requirements as may be required ineach Sales Territory and Publisher shall submit all such Marketing Materials toMicrosoft for its approval in accordance with the PLA.  Notwithstanding the foregoing, all Hit FPUsmust comply with the basic branding and other requirements for MarketingMaterials set forth in the Xbox Guide.

##  

## 5.3                                 The Hit FPU version must be the same orsubstantially equivalent to the Standard FPU version of the SoftwareTitle.  Publisher may modify or addadditional content or features to the Hit FPU version of the Software Title(e.g., demos or game play changes) subject to Microsoft’s review and approval,which approval shall not be unreasonably withheld, and Publisher acknowledgesthat any such modifications or additions may require the Software Title to bere-Certified at Publisher’s expense.

##  

# **6.**                                      Minimum Order Quantities

 

## 6.1                                 Within **** after the date on which bothMicrosoft and Publisher have authorized the Authorized Replicator to beginreplication of FPUs for distribution to a specified Sales Territory, (receiptof both approvals is referred to as “Release to Manufacture”), Publisher mustplace orders to manufacture the minimum order quantities (“MOQs”) as describedin the Xbox Guide, which MOQ’s may be updated and revised **** and will beeffective starting ****.  Currently, theMOQs are as follows:

 

| ** **                      | ** ** | **Per Software Title** | ** ** | **Per Disc** |
|---------------------------------|------------|------------------------|------------|--------------|
| North American  Sales Territory |       | ****                   |       | ****         |
| European Sales  Territory       |       | ****                   |       | ****         |
| Japan Sales  Territory          |       | ****                   |       | ****         |
| Asian Sales  Territory          |       | ****                   |       | ****         |

 

## 6.2                                 For the purposes of this Section, a “Disc”shall mean an FPU that is signed for use on a certain defined range of Xboxhardware, regardless of the number of languages or product SKUs containedthereon.   The MOQs per Software Titleare cumulative per Sales Territory.  Forexample, if an FPU is released in both the North American Sales

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

5

----

 

## Territory and the European Sales Territory, thecumulative MOQ per Software Title would be ****.  The MOQ per Software Title and the MOQ perDisc, however, are not cumulative.  Forexample, a single Disc FPU released only in the North America Sales Territorywill have a total minimum order quantity of ****, which would cover the ****MOQ per Software Title and the **** MOQ per Disc (rather than **** which wouldhave been the total minimum order quantity if the MOQ per Software Title andthe MOQ per Disc were cumulative).

##  

## 6.3                                 If Publisher fails to place orders to meetany applicable minimum order quantity within **** of Release to Manufacture, Publishershall immediately pay Microsoft the applicable Base Royalty for the number ofFPUs represented by the difference between the applicable minimum order quantityand the number of FPUs of the Software Title actually ordered by Publisher.

##  

# **7.**                                      Samples

 

For each Software Title published under the PLA, assoon as possible following Microsoft’s request and at Publisher’s cost, Publishershall provide Microsoft with **** FPUs and accompanying Marketing Materials perSales Territory in which the FPU will be released.  Such units may be used in marketing, asproduct samples, for customer support, testing and for archival purposes. Publisherwill not have to pay a Base Royalty for such samples nor will such samplescount towards the Unit Discount in Section 3 of this Amendment.

 

# **8.**                                      Demo Versions

 

If Publisher wishes to distribute a Demo Version,Publisher must obtain Microsoft’s approval and Microsoft may charge areasonable fee to offset costs of the Certification.  Subject to the terms of the Xbox Guide, DemoVersion(s) may be placed on a single disc, either as a stand-alone or with other Demo Versions and thesuggested price of such units must be free or at a suggested retail price thatdoes not exceed **** or its equivalent in local currency.  Unless separately addressed in the XboxGuide, all rights, obligations and approvals set forth in the PLA as applyingto Software Titles shall separately apply to any Demo Version.  No royalties will be payable to Microsoftwith respect to any Demo Versions.

 

# **9.**                                      BillingAddresses

 

Publisher may have up to three “bill to” addresses forthe payment of royalties, one for the North American Manufacturing Region, onefor the European Manufacturing Region and one for the Asian ManufacturingRegion.  If Publisher elects to have abilling address within a European union member country after ****, Publishermust submit a completed and signed enrollment form with Microsoft IrelandOperations Ltd. (“MIOL”) attached hereto as Exhibit 4 prior to ****.  If Publisher does not sign the MIOLenrollment form by ****, then all billing to any previously establishedEuropean address will default to Publisher’s “sold-to” address on file withMicrosoft.  If the Publisher has notsigned the MIOL Enrollment form by **** and has no address on file withMicrosoft that is not within a European union member country, all manufacturingunder the PLA will cease until a properly executed MIOL enrollment form isreceived.

 

IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be executed as of the Amendment Effective Date.

 
| **MICROSOFT  LICENSING, GP** | ** ** | **[PUBLISHER]** |
|------------------------------|------------|-----------------|
|                         |       |            |
|                         |       |            |   |   |
| By (sign)                    |       |            | By (sign) |   |
|                         |       |            |   |   |
| Name (Print)                 |       |            | Name (Print) |   |
|                         |       |            |   |   |
| Title                        |       |            | Title |   |
|                         |       |            |   |   |
| Date (Print mm/dd/yy)        |       |            | Date (Print mm/dd/yy) |   |

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

6

----

 

**EXHIBIT 1ROYALTY TIER SELECTION FORM**

 

**PLEASECOMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT +1(425) 708-2300 TO THE ATTENTION OF MICROSOFT LICENSING, GP (MSLI) AND YOURACCOUNT MANAGER.**

 

**NOTES:**

•                  **THIS FORM MUST BESUBMITTED AT LEAST **** PRIOR TO THE FIRST MANUFACTURING ORDER BEING PLACED FORTHE SOFTWARE TITLE FOR EACH RESPECTIVE SALES TERRITORY.  IF THIS FORM IS NOT SUBMITTED ON TIME,THE ROYALTY RATE WILL DEFAULT TO TIER 1 FOR THE APPLICABLE SALES TERRITORY.**

•                  **A SEPARATE FORM MUSTBE SUBMITTED FOR EACH SALES TERRITORY.**

 
| 1.     |   | Publisher Name:                                |                           |   |
|--------|--------|------------------------------------------------|--------------------------------|--------|
|   |
| 2.     |   | Xbox Software Title Name:                      |                           |   |
|   |
| 3.     |   | XMID Number:                                   |                           | 4.     | Manufacturing Region (check one): |
|   |
|   |   |                                           |                           |   |   | North America |
|   |   |                                           |                           |   |   | Europe |
|   |   |                                           |                           |   |   | Asia |
|   |
| 5.     |   | Sales Territory (check one):                   |                           | 6.     | Final Certification Date: |   |   |
|   |   |                                           |                           |   |   |
|   |   |                                           | North American Sales Territory |   |   |   |
|   |   |                                           | Japan Sales Territory          |   |   |   |
|   |   |                                           | European Sales Territory       |   |   |   |
|   |   |                                           | Asian Sales Territory          |   |   |   |
|   |   |                                           |                           |   |   |
| 7.     |   | Select Royalty Tier: (check one):   ****: |                           | ****:  |   | *   ****: |   | ****: |   |   |
|        |        |                                                |                                |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

----

*Availableonly for manufacturing orders ****.

 

The undersignedrepresents that he/she has authority to submit this form on behalf of the abovepublisher, and that the information contained herein is true and accurate.

 
|   |                                          |   |
|--------|-----------------------------------------------|--------|
|   | By (sign)                                     |   |
|   |                                          |   |
|   | Name, Title  (Print)                          |   |
|   |                                          |   |
|   | E-Mail Address  (for confirmation of receipt) |   |
|   |                                          |   |
|   | Date (Print mm/dd/yy)                         |   |

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

----

 

**EXHIBIT 2ROYALTY TIER CHANGE FORM**

 

**PLEASECOMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT +1(425) 708-2300 TO THE ATTENTION OF MICROSOFT LICENSING, GP (MSLI) AND YOURACCOUNT MANAGER.**

 

**NOTES:**

•                  **THIS FORM MUST BESUBMITTED AT LEAST **** PRIOR TO THE FIRST MANUFACTURING ORDER TO WHICHPUBLISHER DESIRES THE NEW BASE ROYALTY TO APPLY FOR EACH RESPECTIVE SALESTERRITORY.**

•                  **PUBLISHER UNDERSTANDS THATBY SUBMITTING THIS FORM, THE SOFTWARE TITLE WILL NO LONGER BE ELIGIBLE TOPARTICIPATE IN ANY HITS PROGRAM.**

•                  **A SEPARATE FORM MUSTBE SUBMITTED FOR EACH SALES TERRITORY IN WHICH PUBLISHER DESIRES TO CHANGE THEAPPLICABLE BASE ROYALTY.**

 
| 1.     |   | Publisher Name:                                |                           |                |
|--------|--------|------------------------------------------------|--------------------------------|---------------------|
|   |
| 2.     |   | Xbox Software Title Name:                      |                           |                |
|   |
| 3.     |   | XMID Number:                                   |                           | 4.                  | Manufacturing Region (check one): |
|   |
|   |   |                                           |                           |                |   | North America |
|   |   |                                           |                           |                |   | Europe |
|   |   |                                           |                           |                |   | Asia |
|   |
| 5.     |   | Sales Territory (check one):                   |                           | 6.                  | First Commercial Release (must be on or after ****): |
|   |   |                                           |                           |                |   |
|   |   |                                           | North American Sales Territory |                |   |   |   |
|   |   |                                           | Japan Sales Territory          |                |   |   |
|   |   |                                           | European Sales Territory       |                |   |   |
|   |   |                                           | Asian Sales Territory          |                |   |   |
|   |   |                                           |                           |                |   |
| 7.     |   | Current royalty  tier:  ****:             |                           |                | ****: |   |   |
|   |   |                                           |
| 8.     |   | Select Royalty Tier: (check one):   ****: |                           | *   ****: |   |   |   |   |
|        |        |                                                |                                |                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

----

*Availableonly for manufacturing orders ****.

 

The undersignedrepresents that he/she has authority to submit this form on behalf of the abovepublisher, and that the information contained herein is true and accurate.

 
|   |                                          |   |
|--------|-----------------------------------------------|--------|
|   | By (sign)                                     |   |
|   |                                          |   |
|   | Name, Title  (Print)                          |   |
|   |                                          |   |
|   | E-Mail Address  (for confirmation of receipt) |   |
|   |                                          |   |
|   | Date (Print mm/dd/yy)                         |   |

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

----

 

**EXHIBIT 3HITS PROGRAMS  ELECTION FORM**

 

**PLEASECOMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT +1 (425)708-2300 TO THE ATTENTION OF MICROSOFT LICENSING, GP (MSLI) AND YOUR ACCOUNTMANAGER.**

 

**NOTES:**

•                  **THIS FORM MUST BESUBMITTED BY A PUBLISHER AT LEAST **** PRIOR TO THE TARGET COMMERCIAL RELEASEDATE FOR A SOFTWARE TITLE IN A HITS PROGRAM IN ANY SALES TERRITORY.**

•                  **A SEPARATE FORM MUSTBE SUBMITTED FOR EACH SALES TERRITORY IN WHICH THE PUBLISHER WISHES TO PUBLISHA SOFTWARE TITLE AS PART OF A HITS PROGRAM AND FOR EACH HITS PROGRAM.**

 
| 1)     |   | Publisher Name:                                                                                                                        |           |                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------|----------------|-------------------------------------------------------|
|   |
| 2)     |   | Xbox Software Title Name:                                                                                                              |           |                                                  |
|   |
| 3)     |   | XMID Number:                                                                                                                           |           |                                                  |
|   |
| 4)     |   | (circle one)                                                                                                                           |           |                                                  |
|   |   |                                                                                                                                   |           |                                                  |
|   |   | Platinum Hits                                                                                                                          |           | Platinum Family Hits                                  |
|   |   | Classic Hits                                                                                                                           |           | Classic Family Hits                                   |
|   |   | Super Hits from Platinum or Classic Hits                                                                                               |           | Super Hits from Platinum or Classic Family Hits  |
|   |   |                                                                                                                                   |           |                                                  |
| 5)     |   | Sales Territory for which Publisher wants to publish the Software Title  as a Hit FPU (check one):                                     |
|   |   |                                                                                                                                   |
|   |   |                                                                                                                                   |           | North American Sales  Territory                       |   | Japan Sales Territory  (Platinum Hits only) |
|   |   |                                                                                                                                   |           | European Sales Territory                              |   | Asian Sales Territory |
|   |   |                                                                                                                                   |
| 6)     |   | Date of Commercial Release of Software Title in applicable Sales  Territory:                                                           |           |                                                  |
|   |   |                                                                                                                                   |
| 7)     |   | Number of FPUs  manufactured to  date for the Software Title in the applicable Sales Territory (include Hits  FPUs for Super Hits |
|   |   | program):                                                                                                                              |           |                                                  |
|   |   |                                                                                                                                   |
| 8)     |   | Projected Commercial Release date of Software Title in the applicable  Sales Territory as part of Hits Program:                        |
|   |   |                                                                                                                                   |           |
|   |   |                                                                                                                                   |
| 9)     |   | Manufacturing Region for Hit FPUs (circle one):                                                                                        | North American | European                                              | Asian |
|        |        |                                                                                                                                        |                |                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

The undersignedrepresents that he/she has authority to submit this form on behalf of the abovepublisher, and that the information contained herein is true and accurate.

 
|   |                                          |   |
|--------|-----------------------------------------------|--------|
|   | By (sign)                                     |   |
|   |                                          |   |
|   | Name, Title  (Print)                          |   |
|   |                                          |   |
|   | E-Mail Address  (for confirmation of receipt) |   |
|   |                                          |   |
|   | Date (Print mm/dd/yy)                         |   |

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

----

 

**EXHIBIT 4XBOX PUBLISHER ENROLLMENT FORM**

 

**PLEASE COMPLETE THE FORM ABOVE,SIGN IT, AND FAX IT TO MICROSOFT AT +1 (425) 708-2300 TO THE ATTENTION OFYOUR ACCOUNT MANAGER.**

 

**NOTE:  PUBLISHER MUST COMPLETE, SIGN AND SUBMIT THISENROLLMENT FORM PRIOR TO **** TO HAVE A BILLING ADDRESS WITHIN A EUROPEANUNION MEMBER COUNTRY (INCLUDING PREVIOUSLY ESTABLISHED ADDRESSES).**

 

ThisXbox Publisher License Enrollment (“Enrollment”) is entered into between MicrosoftIreland Operations Ltd. (“MIOL”) and                   (“Publisher”), and effective as of the latter of the two signatures identifiedbelow.   The terms of that certainPublisher License Agreement signed by Microsoft Licensing GP and                     dated on or about                     (the “PLA”) are incorporated herein byreference.

 

1.                                       Term.  This Enrollment will expire on the date onwhich the PLA expires, unless it is terminated earlier as provided for in that agreement.

 

3.                                       Representationsand warranties.  By signing this Enrollment,the parties agree to be bound by the terms of this Enrollment and Publisher representsand warrants that: (i) it has read and understood the PLA, including anyamendments thereto, and agree to be bound by those; (ii) it is either theentity that signed the PLA or its affiliate; and (iii) the informationthat provided herein is accurate.

 

4.                                       Notices;Requests.  All notices and requestsin connection with this Agreement are deemed given on the third day after theyare deposited in the applicable country’s mail system (7 days if sentinternationally), postage prepaid, certified or registered, return receiptrequested; or the day after they are sent by overnight courier, chargesprepaid, with a confirming fax; and addressed as follows:

 

 
| Publisher: |   |          |                                         | Microsoft:                             | MICROSOFT  IRELAND OPERATIONS LTD. |
|------------|--------|---------------|----------------------------------------------|----------------------------------------|------------------------------------|
|       |   |          |                                         | Microsoft  European Operations Centre, |
| Attention: |   |          |                                         |                                   | Atrium Building  Block B,          |
|       |   |          |                                         | Carmenhall Road,                       |
| Fax:       |   |          |                                         |                                   | Sandyford  Industrial Estate       |
|       |   |          |                                         | Dublin 18                              |
| Phone:     |   |          |                                         |                                   | Ireland                            |
|       |   |          |                                         |                                   |
| Email:     |   |          |                                         |                                   | Fax: 353 1 706 4110                |
|       |   |          |                                         |
|       |   | Attention:    |                                         |                                   |
|       |   |          |                                         |
|       |   | with a cc to: | MICROSOFT  CORPORATION                       |
|       |   |          | One Microsoft  Way                           |
|       |   |          | Redmond, WA  98052-6399                 |
|       |   |          |                                         |
|       |   | Attention:    | Law &  Corporate Affairs Department |
|       |   |          | Consumer                                     |
|       |   |          | Legal Group,  H&ED (Xbox)                |
|       |   |          | Fax:  +1** **(425) 706-7329        |
|            |        |               |                                              |                                        |                                    |  |  |  |  |

 

or to such other addressas the party to receive the notice or request so designates by written noticeto the other.

 

[remainder of page intentionally left blank]

 

----

* Confidentialportion omitted and filed separately with the Securities and ExchangeCommission.

 

----

 

5.                                       BillingAddress.          Publisher’s billingaddress for the European Manufacturing Region is as follows:

 
|   | Name:          |   |   |
|--------|----------------|--------|--------|
|   |           |   |   |
|   | Address:       |   |   |
|   |           |   |   |
|   |           |   |   |
|   |           |   |   |
|   |           |   |   |
|   |           |   |   |
|   | VAT number:    |   |   |
|   |           |   |   |
|   | Attention:     |   |   |
|   |           |   |   |
|   | Email address: |   |   |
|   |           |   |   |
|   | Fax:           |   |   |
|   |           |   |   |
|   | Phone:         |   |   |

 

 
| **MICROSOFT  IRELAND OPERATIONS LTD.** | ** ** | **PUBLISHER:** |                  |   |
|----------------------------------------|------------|----------------|-----------------------|--------|
|                                   |       |           |
|                                   |       |           |                  |   |
| By (sign)                              |       |           | By (sign)             |   |
|                                   |       |           |                  |   |
| Name (Print)                           |       |           | Name (Print)          |   |
|                                   |       |           |                  |   |
| Title                                  |       |           | Title                 |   |
|                                   |       |           |                  |   |
| Date (Print mm/dd/yy)                  |       |           | Date (Print mm/dd/yy) |   |

 

----