EXHIBIT 10.1

                             DISTRIBUTION AGREEMENT


         Distribution Agreement (the "Agreement") dated November 15, 2005,
between Gathering of Developers, Inc., a Texas corporation (the "Distributor") a
division of Take-Two Interactive Software Inc., located at 622 Broadway, New
York, NY 10012 and eGames, Inc., a Pennsylvania corporation (the "Vendor")
located at 2000 Cabot Boulevard West, Suite 110, Langhorne, PA 19047.

WHEREAS, the Vendor creates, develops, publishes and/or produces software, video
games and/or related computer products compatible with computers and game
consoles, including, the titles specifically identified on Exhibit A for the
specified platforms identified on Exhibit A (the "Platforms");

WHEREAS, the Vendor has agreed to retain the Distributor as a distributor of the
Vendor for each title identified on Exhibit A (the "Title") in the territory set
forth on Exhibit A (the "Territory"), and the Distributor has agreed to act in
such capacity for the Vendor in such Territory on and subject to the terms and
conditions set forth in this Agreement; and

WHEREAS, the Distributor and the Vendor may establish a specific program with
respect to certain retailers set forth on Exhibit B to this Agreement (the
"Retail Program Addendum").

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein (the receipt and adequacy of which are acknowledged), the
parties agree as follows:

   1.  Grant of Rights.
       ----------------

     (a) For  purposes of this  Agreement,  "Products"  shall mean the  finished
units of each Title including all applicable  manuals and packaging.  The Vendor
hereby appoints the  Distributor as a non-exclusive  distributor of the Products
in the Territory and the Distributor accepts such appointment for the purpose of
distributing,  marketing and selling the Products in the  Territory.  During the
term, Distributor may distribute the Products to retailers identified on Exhibit
A as  "Distributor  Retailers"  through  any and all  means,  including  without
limitation,  standard  retail  channels,  and orders made via the Internet,  but
fulfilled off-line.

     (b)  Distributor   shall  have  right,  for   advertising,   publicity  and
promotional  purposes,  to perform any Title  publicly  and to permit the public
performance  thereof.  Distributor shall have right to use all artwork,  textual
material  and other  materials  used for or by Vendor  in  connection  with such
Title, including advertising, packaging and wrapping materials created by Vendor
in connection therewith.

     (c) The Vendor grants to the  Distributor  the right to use any names of or
trademarks  associated  with or  embodied in each Title or any  reproduction  or
simulation    thereof   and   the   script,    speech,    images,    characters,
characterizations,   designs,  graphics,   artwork,  and  other  characteristics
associated with each Title as well as the name of each Title, in connection with
the  distribution,  promotion  and sale of the  Products in the  Territory.  The
Distributor  agrees to comply  with all  reasonable  instructions  of the Vendor
relating to the form and manner in which such names and trademarks shall be used
and  refrain  from  contesting  the  title of the  Vendor to such  names  and/or
trademarks.  The Distributor  acknowledges  that the Vendor is the owner of such
names  and/or  trademarks  and that  nothing  in this  Agreement  shall give the
Distributor  any ownership or other interest in such names and/or  trademarks or
the goodwill associated therewith.

   2.  Sale and Supply of Products.
       ----------------------------

     (a)  Distributor  shall in its  sole  discretion  determine  when or in the
manner in which or from whom it shall solicit sales and purchase  orders for the
Products from the retailers identified on Exhibit A as "Distributor Retailers".


-----------------------
Note:    Pursuant to a request for confidential treatment submitted to the
         Securities and Exchange Commission, portions of Sections 4 and 6 and
         Exhibit B of this Distribution Agreement have been omitted. The omitted
         information is marked with brackets and asterisks [**]. The omitted
         information has been filed separately with the Securities and Exchange
         Commission.

<PAGE>

     (b) During the term of this  Agreement,  the Vendor shall use  commercially
reasonable  efforts  (x) to  market,  advertise  and  promote  each Title in the
Territory,  and (y) to supply the Distributor  with the quantity of Products for
distribution, as may be requested from time to time.

     (c) The  Vendor  shall  supply,  at no charge  fifty  (50)  samples of each
Product to the  Distributor for use by the  Distributor's  employees and not for
resale.

     (d) Distributor  will not be responsible for, and shall not have to pay for
any  (i)  manufacturing,   packaging,   assembly  costs,  and  royalties  to  PC
manufacturers  or any other costs associated with  manufacturing  and developing
the Product  and/or (ii) expenses  associated  with  advertising,  marketing and
promoting each Title  initiated by Vendor.  Vendor or the developer of any Title
shall be responsible  for, at their  respective  expense,  to provide  technical
support for such Title in accordance with customary industry standards.

   3.  Vendor Representations and Warranties.
       --------------------------------------

     (a) The Vendor  represents  and  warrants  that (i) Vendor has the right to
enter into this  Agreement;  (ii) Vendor has good,  marketable and  transferable
title to each Title and all Products, free from encumbrances; (iii) the Products
delivered to the Distributor will be subject to the Vendor's  standard  warranty
terms as such are  communicated  in writing to the  Distributor and to end users
from time to time,  (iv) the Product  will be finished  units of each Title that
are in good and saleable  condition  and in  conformity  with the  documentation
provided;  (v) Vendor has the  necessary  intellectual  property and all related
rights  in each  Title;  (vi) no Title  infringes  on any  patents,  copyrights,
trademarks, trade names, trade secrets or any other intellectual property rights
of a third party; (vii) there are no suits or proceedings  pending or threatened
with respect to and/or  concerning any Title which allege an infringement of the
proprietary rights of any third party; and (viii) the Title and Products will be
in compliance  with all applicable laws and regulatory  requirements,  including
without  limitation,  ESRB  compliance,  packaging  and  labeling  requirements,
language requirements, and country of origin requirements.

     (b) The Vendor  agrees that the terms and  conditions on which the Products
are made available to the Distributor  from time to time during the term of this
Agreement  shall not be any less favorable to the  Distributor  than those terms
and conditions on which the Products are made available to any other distributor
that sells Vendor's  Products to the same retailers to which  Distributor  sells
Vendor's Products.

   4.  Prices and Payment Terms.
       -------------------------

     (a) "Standard  Wholesale  Price" shall mean  Vendor's  normal and published
wholesale  price  for the  Product.  "Distributor  Wholesale  Price"  means  the
Standard  Wholesale Price less the following  items: (1) [**] percent ([**]%) of
Standard Wholesale Price for Product with a Manufacturer  Suggested Retail Price
above $[**] per unit or [**]  percent  ([**]%) of Standard  Wholesale  Price for
Product with a Manufacturer  Suggested  Retail Price $[**] or less; and (2) such
other allowances, adjustments and deductions as are identified on Exhibit B from
time to time with respect to certain  retailers (if any).  The prices to be paid
by the  Distributor  to Vendor for each Product are set forth on Exhibit A (less
deductions on Exhibit B (if any)). The Distributor  shall, at all times, be free
to  unilaterally  establish  its own resale prices and terms with respect to all
Products  and  advertise  and or  otherwise  merchandise  such  prices and terms
independently in advertisements and/or merchandising programs.

     (b) The Vendor shall extend  credit to  Distributor  and shall  provide the
Distributor  with an  invoice  (based  on the  Distributor  Wholesale  Price) in
respect  of  each  purchase  order  issued  by the  Distributor  to the  Vendor.
Distributor  shall pay  Vendor's  invoices no later than [**] ([**]) days  after
receipt of goods.  In  addition,  if any  Distributor  payment  pursuant to this
Agreement  is  received  by the  Vendor in less than [**] ([**]) days  after the
invoice date, then Distributor  shall be entitled to a discount of [**]% off the
related invoices paid at that time.


-----------------------
[**]     Pursuant to a request for confidential treatment submitted to the
         Securities and Exchange Commission, these portions of Sections
         4(a) and 4(b)of this Agreement have been omitted. The omitted
         information has been filed separately with the Securities and Exchange
         Commission.


<PAGE>


     (c) If for any  reason,  a credit  balance or  portion of a credit  balance
exists  for a  period  of  thirty  (30)  days in  favor  of  Distributor,  or on
expiration  or  the  earlier   termination  of  this  Agreement,   Vendor  shall
immediately reimburse Distributor the credit balance or remaining portion of the
credit balance in cash.

     (d) In the event that  Vendor  reduces  the  Standard  Wholesale  Price (as
defined in Exhibit A) of a Title at a retailer serviced by Distributor,  Exhibit
A shall be amended to recompute  the  Distributor  Wholesale  Price based on the
reduced  Standard  Wholesale  Price. In addition,  Vendor shall promptly issue a
credit to Distributor for the difference between the Distributor Wholesale Price
charged to  Distributor on or prior to the date the reduced  Standard  Wholesale
Price is first offered and the new reduced  Distributor  Wholesale Price for all
units of the related  Product  remaining in the  Distributor's  warehouse and at
retailers'  locations  serviced  by the  Distributor  on the  date  the  reduced
Standard Wholesale Price is first offered. ("Price Markdown").

     (e) If Distributor and another distributor both market and/or sell Vendor's
Title to the same  retailer,  Vendor shall not offer a lower price to such other
distributor for the same Title to be sold to the same retailer.

   5.  Orders; Shipping and Reports.
       -----------------------------

     (a) All purchase  orders issued by the  Distributor  for Products  shall be
sent by facsimile to the Vendor at its offices specified by Vendor's information
set forth  herein.  The Vendor  shall  verify all orders by return  facsimile or
e-mail  within 24 hours of  receipt  of the  purchase  order  from  Distributor.
Verification  shall  specify  the  expected  shipping  date as well as any  back
ordered  Products.  Unless otherwise agreed to by Distributor,  Vendor agrees to
ship products  within two (2) business days  following the date of each purchase
order for all the units of the  Product  that are  available  in stock as of the
date of the  purchase;  provided,  however,  that,  if the Vendor  must  produce
inventory to fulfill the purchase  order,  Vendor agrees to ship products within
two (2) business days following the delivery of the Products from  manufacturer.
Distributor shall be entitled to change and amend any Purchase Order at any time
prior to  shipment  by Vendor and in the event of a breach  pursuant  to Section
7(c)(ii).

     (b) All  Products  and other  materials  shall be shipped by Vendor  F.O.B.
Distributor's  warehouse,  freight prepaid and allowed.  The Vendor will pay all
costs related to the transportation of the Products and any related materials to
the Distributor's warehouse designated on each Purchase Order, including without
limitation, costs of transportation, terminal fees, duties and tariffs. With the
exception of returns set forth in Section 6(a) below,  the Distributor  will pay
all  costs  related  to the  transportation  of  the  Products  to the  Vendor's
warehouse that is designated on each return  material  authorization  form "RMA"
issued  by  Vendor,  including  without  limitation,  costs  of  transportation,
terminal fees, duties and tariffs.

     (c) Title and risk of loss with  respect to a shipment  of  Products  shall
pass to the  Distributor  pursuant to the shipment  terms once such  shipment of
Products is received at the  Distributor's  warehouse  specified in the purchase
order.  Distributor must notify Vendor of any count  discrepancies no later than
five (5) business days from date of Distributor's  receipt of Products,  and any
related invoice adjustments will be made by Vendor to the Distributor's  invoice
at that time. Risk of loss upon the Distributor's  return of the Products to the
Vendor shall pass to Vendor based on shipping terms in the related RMA.

     (d) Distributor shall use its commercially reasonable efforts to provide to
Vendor a report  once a month  detailing  Distributor's  balances  of  warehouse
inventory and field inventory on-hand and retail sell-through activity by title.

   6.  Return of Products.
       -------------------

     (a) Distributor may return to Vendor,  at Vendor's expense any Product that
is  damaged,  contains  a  manufacturing  defect  or does  not  comply  with the
requirements  set  forth in  Section  3(a)  above,  for a refund in cash or full
credit, as determined by Distributor in its sole discretion.

     (b) Distributor  shall have the right to return Vendor's Products to Vendor
and receive full credit for the value of the  Distributor  Wholesale  Price less

<PAGE>

Price Markdown (if any) for such Products. Distributor's right to return Product
will expire [**] ([**]) months after  Distributor  discontinues the distribution
of any such  Product.  Vendor  will apply all  returned  product  credits to its
receivable  account  with  Distributor,  as a  reduction  to the amount  owed by
Distributor to Vendor.  If for any reason,  a credit balance exists for a period
of  [**] ([**]) days  in  favor  of  the  Distributor,  Vendor  shall  reimburse
Distributor the credit balance  remaining in cash. With the exception of returns
set forth in Section 6(a) above,  Distributor  shall bear freight  expenses from
Distributor's warehouse for the return of Products.

     (c) For any  Product  returned  under  this  Agreement,  Distributor  shall
request, in writing, an RMA from Vendor.  Vendor shall provide an RMA within ten
(10) days of receipt of that written request.  If no RMA is received within such
10-day  period,  Distributor  may charge  Vendor  storage  fees for the specific
Products listed in the Distributor's RMA request.  All RMA's issued by Vendor to
Distributor  will be valid for 30 days after  issuance,  after which  time,  any
uncompleted RMA will be cancelled.

   7.  Term of Agreement and Termination.
       ----------------------------------

     (a) This Agreement  shall become  effective on the date set forth above and
shall continue for a period of three (3) years or until termination  pursuant to
this  Section 7. This  Agreement  shall renew at the end of the initial term and
each renewal term for an additional  12-month period,  unless notice is provided
by either  party to the other at least  sixty  (60) days prior to the end of the
applicable term.

     (b) In the event of a material breach of this Agreement by a party and such
material breach is not cured by such party within thirty (30) days of written
notice (the "Cure Period"), the non-breaching party shall have the right to
terminate this Agreement. Nothing contained herein shall in any way limit any
notifying, non-breaching party's other rights and remedies under this Agreement
or at law or equity.

     (c)  Without  prejudice  to any  other  rights  or  remedies  available  to
Distributor,  Distributor  shall  have the  right,  in its sole  discretion,  to
immediately  terminate this Agreement upon written notice to Vendor in the event
of the  occurrence of any one or more of the  following (i) the Vendor  breaches
the  representations and warranties set forth in Section 3(a) and such breach is
not cured  within  fifteen  (15) days,  (ii) Vendor  fails to deliver a shipment
pursuant to Section 5(a) and such failure is not cured within fifteen (15) days;
or (ii) Vendor  makes any  assignment  for the benefit of  creditors  or files a
petition in bankruptcy or is adjudged bankrupt or becomes insolvent or is placed
in the hands of a receiver or if the  equivalent  of any of the  proceedings  or
acts  referred to in this clause,  though known and/or  designated by some other
name or term in any country comprising the Territory shall occur.

     (d) Either party shall have the right to terminate this Agreement for
convenience and without cause at any time upon one hundred and twenty (120) days
prior written notice. In the event of a termination pursuant to this Section
7(d), neither party shall be liable to the other because of such termination for
any damages including without limitation, compensation, reimbursement, or
damages on account of loss of prospective profits or anticipated sales on
account of expenditures, investments, leases or commitments in connection with
the business or goodwill of the non-terminating party, or for any other reason
flowing from such termination.

Notwithstanding termination of this Agreement for any reason or expiration of
the term, Distributor shall have the continuing right to market and distribute
the Product for a period of six (6) months after the effective date of such
termination and/or the Distributor shall have the right to return to the Vendor
all or any portion of the Product within six (6) months after the effective date
of such termination for a full refund in cash.

   8. Confidentiality. During the term of this agreement, each party will have
access to, and may have imparted and may from time to time impart to the other
certain confidential information relating to technical and marketing aspects of
the other's business, including but not limited to price lists, release dates,
price changes, technical specifications of Products, sales plans, and customer
lists, all of which information shall be deemed proprietary and are trade
secrets. Both parties agree that they shall not, until the later of the
expiration of the term of this agreement or until such time as the information


-----------------------
[**]     Pursuant to a request for confidential treatment submitted to the
         Securities and Exchange Commission, this portion of Sections 6(b)
         of this Agreement has been omitted. The omitted information has been
         filed separately with the Securities and Exchange Commission.


<PAGE>

is made public either directly or indirectly, by the party originally
responsible for disclosing the information to the other party, make known to any
person, firm or corporation other than a party to this agreement, use for itself
(other than for fulfilling the obligations hereunder) or for the benefit of a
third party any of the foregoing information. These obligations shall not apply
to any information that is required to be disclosed in the context of an
administrative, regulatory or judicial process or review, as may be required by
law or as may be agreed to by mutual consent of the parties hereto.

   9. Indemnification.
      ----------------

     (a) Each party does hereby  indemnify,  defend and hold  harmless the other
party (the  "Indemnified  Party")  and such  Indemnified  Party's  subsidiaries,
affiliates, officers, employees and approved and permitted licensees and assigns
from any and all loss and damage (including, without limitation, reasonable fees
and disbursements of counsel incurred by such Indemnified Party in any action or
proceeding  between  the  parties  or between  any party and any third  party or
otherwise)  arising  out  of or in  connection  with  any  breach  of any of the
warranties,  representations,  duties,  obligations of or agreements made by the
indemnifying party under this Agreement, and agrees to reimburse the Indemnified
Party on demand, for any payment made or loss suffered with respect to any claim
or act to which the foregoing  indemnity  applies.  The foregoing shall apply to
any direct claim by Indemnified Party against the indemnifying party. Each party
shall have the right to participate at its own expense and by its own counsel in
the defense of any such  claim,  and in such event,  the  parties  hereto  shall
cooperate with each other in the defense of any such action,  suit or proceeding
hereunder. Distributor shall be entitled to offset any amounts or other payments
due to  Vendor  under  this  Agreement  against  any  sums  owed  by  Vendor  to
Distributor.

     (b) IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE  TO THE  OTHER  UNDER OR IN
CONNECTION  WITH THIS  AGREEMENT FOR ANY LOSS OF PROFIT OR ANY OTHER  COMMERCIAL
DAMAGE  INCLUDING;  WITHOUT  LIMITATION,  INCIDENTAL,   CONSEQUENTIAL,  SPECIAL,
EXEMPLARY,  PUNITIVE OR OTHER  INDIRECT  DAMAGES OF ANY  NATURE,  FOR ANY REASON
WHATSOEVER  INCLUDING,  WITHOUT  LIMITATION,  A BREACH  OF THIS  AGREEMENT,  THE
EXPIRATION  OR ANY  TERMINATION  OF THIS  AGREEMENT,  WHETHER SUCH  LIABILITY IS
ASSERTED  ON THE  BASIS  OF  CONTRACT,  TORT  (INCLUDING  NEGLIGENCE  OR  STRICT
LIABILITY) OR OTHERWISE,  EVEN IF A PARTY HAS BEEN WARNED OF THE  POSSIBILITY OF
SUCH DAMAGES.

   10. Miscellaneous.
       --------------

     (a) Force Majeure.  No party shall be responsible  for delays or failure of
performance  resulting  from acts beyond the  reasonable  control of such party,
including  without   limitation,   acts  of  God,  acts  of  war,   governmental
regulations, power failures, floods, earthquakes or other disasters.

     (b) Survival.  Sections 4, 6, 7, 8, 9 and 10 shall survive the  termination
of this Agreement for any reason.

     (c)  Notices.  All  notices  and  other  items  from one party to the other
hereunder  will, be addressed to the address and  information  set forth in this
Agreement,  or to such other  address as the addressee may designate in writing.
Any  notice  shall be sent by  certified  or  registered  mail,  return  receipt
requested  (and in the case of notices  sent to or from a location  outside  the
United States,  by air mail),  by personal  delivery or by commercial  overnight
delivery  service,  and by facsimile to the facsimile  number of the party to be
served and shall be deemed complete when deposited in any United States mail box
addressed as aforesaid, except that (i) all materials personally delivered shall
be deemed served when actually received by the party to whom addressed, and (ii)
commercial  overnight  delivery service  materials shall be deemed served on the
business day following the day of delivery to the commercial  overnight delivery
service company.

     (d) Independent Contractor. Nothing in this Agreement shall be construed to
constitute  either  party as the partner,  joint  venturer,  agent,  employee or
affiliate  of the  other,  it being  intended  that  the  parties  shall  remain
independent  contractors and neither party shall be liable for the  obligations,
liabilities or  representations of the other. The Distributor shall not describe
or hold itself out as an agent of the Vendor,  nor describe itself other than as
a distributor of the Vendor.

     (e) Governing  Law. This  Agreement  shall be construed  under the internal
laws of the State of New York,  without regard to its choice of law  provisions.
Each party agrees that the state and/or  federal courts located in the County of
New York shall have exclusive  jurisdiction over any dispute arising  hereunder.
Vendor waives any objection it may have to such venue. In the event any dispute,
claim,  question or  difference  arises with  respect to this  Agreement  or its

<PAGE>

performance,  enforcement,  breach,  termination or validity, the parties hereto
shall use their  best  efforts to settle the  dispute.  To this end,  they shall
consult and negotiate with each other, in good faith and  understanding of their
mutual interests,  to reach a just and equitable  solution  satisfactory to both
parties.

     (f)  Headings.  The  division  of  this  Agreement  into  Sections  and the
insertion  of  headings  are for the  convenient  reference  only and are not to
affect its interpretation.

     (g) Amendments. No supplement, modification, amendment, waiver, termination
or discharge of this Agreement shall be binding, unless executed in writing by a
duly authorized representative of each party to this Agreement.

     (h) Waiver.  No waiver of any of the provisions of this Agreement  shall be
deemed to constitute a waiver of any other  provision  (whether or not similar);
nor shall such waiver be binding  unless  executed in writing by the party to be
bound by the waiver.  No failure on the part of the Vendor or the Distributor to
exercise,  and no delay in  exercising  any right  under  this  Agreement  shall
operate as a waiver of such right;  nor shall any single or partial  exercise of
any such  right  preclude  any other or  further  exercise  of such right or the
exercise of any other right.

     (i) Entire  Agreement.  This Agreement  constitutes the complete and entire
agreement of the parties and  supersedes  all previous  communications,  oral or
written,  and all other  communications  between  them  relating  to the subject
matter hereof.  There are no  representations,  warranties,  conditions or other
agreements,  express or implied, statutory or otherwise,  between the parties in
connection with the subject matter of this Agreement, except as specifically set
forth  herein  and the Vendor  and the  Distributor  have not relied and are not
relying on any other  information,  discussion or understanding in entering into
and completing the  transactions  contemplated by this Agreement.  Exhibit A and
Exhibit  B (if any) form a part of this  Agreement  and to the  extent  that the
terms  or  conditions  in such  exhibits  are in  conflict  with  the  terms  or
conditions  in this  Agreement,  the terms and  conditions in such exhibits will
govern.

     (j)  Assignment.  This  Agreement  shall be  binding  upon and enure to the
benefit of the  Vendor  and the  Distributor  and their  respective  successors,
heirs,  personal  representatives and permitted assigns. No party shall have the
right to assign this  Agreement  or any of its rights or  obligations  hereunder
without  the  prior  written  consent  of the  other  party  and  any  attempted
assignment shall be null and void;  provided that (x) Distributor party shall be
permitted to assign this Agreement and its rights and  obligations  (in whole or
in part) to a subsidiary or affiliate of  Distributor  party without the consent
of Vendor and (y) either party shall be permitted to assign this  Agreement  and
its rights and obligations  pursuant to a merger,  sale of substantially  all of
the assets or stock or other similar type transaction.

     (k) Severability.  If any provision of this Agreement shall be deemed by an
arbitrator  or any count of competent  jurisdiction  to be invalid or void,  the
remaining provisions shall remain in full force and effect.

     (l) Counterparts;  Facsimile  Signature.  This Agreement may be executed in
one or more counterparts,  each of which when taken together, shall be deemed to
constitute one and the same instrument.  Facsimile  signatures on this Agreement
shall be deemed originals for all purposes.

     (m) No Third Party Beneficiaries.  Nothing in this Agreement is intended or
shall be  construed  to give any  person,  other than the  parties  hereto  (and
Distributor's parent and subsidiaries),  any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.

     (n) Exhibits.  The exhibits and schedules referred to in this Agreement are
attached to and are incorporated herein in their entirety by reference.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
specified below.


<PAGE>

Gathering of Developers, Inc., Distributor
------------------------------------------
By:
Name:
Title:
Date:

Address:        622 Broadway
                New York, NY 10012
Phone/Fax#      646-536-2842/646-536-2928


eGames, Inc., Vendor
--------------------
By:
Name:
Title:
Date:

Address:

Phone/Fax#

Federal Tax ID Number:

<PAGE>


                                    EXHIBIT A
                                    ---------

                        PRODUCT SUBMISSION FORM ADDENDUM
                        COMPLETE ONE FORM FOR EACH TITLE

VENDOR: eGames, Inc.
Reference Distribution Agreement / Addendum Dated: November 15, 2005

Product Information:
--------------------
Title:
Territory: [United States]  [North America]        Distributor Retailers:

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

Release Date:                        Genre:

Platform:                            ESRB Rating:

Platform:                            Package:  [Box]
                                               [Jewel Case -or- Jewel Case Box]
OS:
Format:  [CD]  [DVD]  [Other]:
----------------------------------   ------------------------------------------

Vendor Part Number:

12 Digit UPC code: Vendor shall pay any and all fines associated with incorrect
   UPC information submitted


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


Dimensions  and  Weights:  Vendor shall pay any and all fines  associated
------------------------   with  incorrect  Quantity,  Dimension or Weight
                           information submitted

Pallet (HxWxD):                    Carton Quantity:              Unit (HxWxD):

Pallet Carton Qty:                 Carton (HxWxD):               Unit Weight:

Pallet Weight:                     Carton Weight:


Pricing Information:
-------------------

Standard Wholesale Price: $

Distributor  Wholesale  Price:  $ , subject to further  adjustment  pursuant to
Section 4(b) and with  respect to sales by  Distributor pursuant to specific
retailer programs identified on Exhibit B.

Manufacturer's Suggested Retail Price: $

Except as expressly modified by the terms of this addendum, the underlying
agreement shall remain in full force and effect.

Submitted By:
------------

eGames, Inc., Vendor                        Gathering of Developers, Inc.,
                                            Distributor

Signature:                                  Signature:
              ----------------------                    ----------------------
Name:                                       Name:
              ----------------------                    ----------------------
Title:                                      Title:
              ----------------------                    ----------------------
Date:                                       Date:
              ----------------------                    ----------------------

<PAGE>


                                    EXHIBIT B
                                    ---------

                             RETAIL PROGRAM ADDENDUM

VENDOR: eGames, Inc.     Reference Contract / Addendum Dated: November 15, 2005

Retail Program for:  [**] Territory: United States   Program Terms: DISTRIBUTION

Defective Allowance: A [**]% of Standard Wholesale Price Defective Allowance
("DFA") to be deducted by Distributor. The DFA deduction will be adjusted to the
actual Defective Return Percentage ("DFP") at the end of every calendar quarter.
Product can be returned to Vendor or Destroyed On-Site ("DOS"). Retailers that
DOS defective product rather than return defective product to Distributor will
receive 100% credit. Vendor may audit the product in Distributor's warehouse
prior to DOS within 15 days of receiving written notice from Distributor.
Retailer DOS audit based on retailer claim summaries which generally indicate
the product title, retailer SKU, and quantity.

Catastrophic Defect: Regular DFA does not cover catastrophic defective product.
Catastrophic defined as a DFP greater than [**] ([**]%) of gross purchases on a
title-by-title basis.

Market Development Funds ("MDF"): [**]% of Standard Wholesale Price will be
deducted by Distributor on a per unit basis for costs associated with the
marketing and merchandising of each Title. Vendor understands they will be
approached to participate in various programs on a case-by-case basis.

New Store Allowance ("NSA"): [**]% of Standard Wholesale Price will be deducted
by Distributor for all products ordered by Retailer for new store opening
inventory (initial new store order only). The NSA applies only to the products
ordered by the new store for the specific new store only.

Returned Product Fee: [**]% of Standard Wholesale Price will be deducted by the
Distributor for each unit of product returned by the Retailer ("Retailer
Returns").

Retailer Mandated Source Tagging: Vendor will be responsible for the
installation of Sensor Security Tags on the Product. If Vendor fails to deliver
Product to Distributor with the proper security tags installed, a flat rate of
$[**] USD per unit will be deducted by Distributor for the installation of
Sensor Security Tags on such Vendor product shipped to the Retailer.

Vendor agrees to provide Distributor with a completed Product Submission Form
Addendum (Exhibit A) for each Product shipped to the Retailer prior to this
agreement by anyone other than the Distributor.

Upon return from the Retailer of Product sold to Retailer by anyone other than
the Distributor:
        1.  Distributor shall have the right to return Vendor's Products to
            Vendor and receive full credit for the value of the Standard
            Wholesale Price only for the number of units returned to the
            Distributor by the Retailer that exceed the number of units that
            Distributor has shipped to the Retailer.

        2.  Vendor will issue an RMA to Distributor pursuant to Section 6(c)
            of the underlying agreement.

Rebate and Incentive Programs: Distributor will deduct any amounts deducted by
Retailer in conjunction with rebate and/or incentive programs offered by the
Vendor to the Retailer or End-User.

Except as expressly modified by the terms of this addendum, the underlying
agreement shall remain in full force and effect.


eGames, Inc., Vendor                        Gathering of Developers, Inc.,
                                            Distributor

Signature:                                  Signature:
              ----------------------                    ----------------------
Name:                                       Name:
              ----------------------                    ----------------------
Title:                                      Title:
              ----------------------                    ----------------------
Date:                                       Date:
              ----------------------                    ----------------------


-----------------------
[**]     Pursuant to a request for confidential treatment submitted to the
         Securities and Exchange Commission, this portion of Exhibit B -
         Retail Program Addendum - attached to this Agreement has been omitted.
         The omitted information has been filed separately with the Securities
         and Exchange Commission.

<PAGE>
                                    EXHIBIT B
                                    ---------
                             RETAIL PROGRAM ADDENDUM

VENDOR: eGames, Inc.      Reference Contract / Addendum Dated: November 15, 2005

Retail Program for:  [**] Territory: United States   Program Terms: DISTRIBUTION

Defective Allowance: A [**]% of Standard Wholesale Price Defective Allowance
("DFA") to be deducted by Distributor. The DFA deduction will be adjusted to the
actual Defective Return Percentage ("DFP") at the end of every calendar quarter.
Product can be returned to Vendor or Destroyed On-Site ("DOS"). Retailers that
DOS defective product rather than return defective product to Distributor will
receive 100% credit. Vendor may audit the product in Distributor's warehouse
prior to DOS within 15 days of receiving written notice from Distributor.
Retailer DOS audit based on retailer claim summaries which generally indicate
the product title, retailer SKU, and quantity.

Catastrophic Defect: Regular DFA does not cover catastrophic defective product.
Catastrophic defined as a DFP greater than [**] percent ([**]%) of gross
purchases on a title-by-title basis. Catastrophic includes product with
substandard packaging.

Merchandise Placement Fee: A one time Merchandise Placement Fee ("MPF") is
charged by the Retailer on a per Title basis (and will be deducted by
Distributor on the same basis) for each Title the Retailer orders to be placed
and sold in more than [**] ([**]) of the Retailer's locations. For Titles
ordered and shipped during the period between January 1 and September 30, the
MPF, if applicable, shall be $[**] per Title. For Titles ordered and shipped
during the period between October 1 and December 31, the MPF, if applicable,
shall be $[**] per Title. Titles packaged in a Jewel Case or Jewel Case Box are
not subject to MPF. For purposes of clarification, the Distributor shall be
entitled to deduct the MPF from payments to Vendor if the MPF is applicable to
the Title and has been incurred.

Market Development Funds ("MDF"): Either [**]% of Standard Wholesale Price will
be deducted by Distributor on a per unit basis for costs associated with the
marketing and merchandising of each Title. Or [**]% of Standard Wholesale Price
will be deducted by Distributor on a per unit basis for costs associated with
marketing and merchandising of each Title with a Manufacturer Suggested Retail
Price of $[**] or less and not subject to MPF set forth above. Vendor
understands they will be approached to participate in various programs on a
case-by-case basis.

New Store Allowance ("NSA"): [**]% of Standard Wholesale Price will be deducted
by Distributor for all products ordered by Retailer for new store opening
inventory (initial new store order only). The NSA applies only to the products
ordered by the new store for the specific new store only.

Markdown of Product for Clearance: In lieu of the return of sellable inventory
by Retailer, a deduction of [**]% of Standard Wholesale Price, but not to exceed
the difference between the Distributor Wholesale Price less applicable MDF and
$0.00, will be made by the Distributor for each unit of remaining sellable
inventory in the possession of the Retailer ("Field Inventory"). All remaining
sellable Field Inventory of said title will then become the responsibility of
the Retailer and will not be returnable.

Returned Product Fee: [**]% of Standard Wholesale Price will be deducted by the
Distributor for each unit of product returned by the Retailer ("Retailer
Returns").

Vendor agrees to provide Distributor with a completed Product Submission Form
Addendum (Exhibit A) for each Product shipped to the Retailer prior to this
agreement by anyone other than the Distributor.

Upon return from the Retailer of Product sold to Retailer by anyone other than
the Distributor:
        1.  Distributor shall have the right to return Vendor's Products to
            Vendor and receive full credit for the value of the Standard
            Wholesale Price only for the number of units returned to the
            Distributor by the Retailer that exceed the number of units that
            Distributor has shipped to the Retailer.

        2.  Vendor will issue an RMA to Distributor pursuant to Section 6(c) of
            the underlying agreement.

Rebate and Incentive Programs: Distributor will deduct any amounts deducted by
Retailer in conjunction with rebate and/or incentive programs offered by the
Vendor to the Retailer or End-User.

Except as expressly modified by the terms of this addendum, the underlying
agreement shall remain in full force and effect.

eGames, Inc., Vendor                        Gathering of Developers, Inc.,
                                            Distributor

Signature:                                  Signature:
              ----------------------                    ----------------------
Name:                                       Name:
              ----------------------                    ----------------------
Title:                                      Title:
              ----------------------                    ----------------------
Date:                                       Date:
              ----------------------                    ----------------------

-----------------------
[**]     Pursuant to a request for confidential treatment submitted to the
         Securities and Exchange Commission, this portion of Exhibit B -
         Retail Program Addendum - attached to this Agreement has been omitted.
         The omitted information has been filed separately with the Securities
         and Exchange Commission.
<PAGE>

                                    EXHIBIT B
                                    ---------

                             RETAIL PROGRAM ADDENDUM


VENDOR: eGames, Inc.     Reference Contract / Addendum Dated: November 15, 2005

Retail Program for:  [**] Territory: United States   Program Terms: DISTRIBUTION


Defective Allowance: A [**]% of Standard Wholesale Price Defective Allowance
("DFA") to be deducted by Distributor. The DFA deduction will be adjusted to the
actual Defective Return Percentage ("DFP") at the end of every calendar quarter.
Product can be returned to Vendor or Destroyed On-Site ("DOS"). Retailers that
DOS defective product rather than return defective product to Distributor will
receive 100% credit. Vendor may audit the product in Distributor's warehouse
prior to DOS within 15 days of receiving written notice from Distributor.
Retailer DOS audit based on retailer claim summaries which generally indicate
the product title, retailer SKU, and quantity.

Catastrophic Defect: Regular DFA does not cover catastrophic defective product.
Catastrophic defined as a DFP greater than [**] percent ([**]%) of gross
purchases on a title-by-title basis. Catastrophic includes product with
substandard packaging.

Market Development Funds ("MDF"): [**]% of Standard Wholesale Price will be
deducted by Distributor on a per unit basis for costs associated with the
marketing and merchandising of each Title. Vendor understands they will be
approached to participate in various programs on a case-by-case basis.

New Store Allowance("NSA"): [**]% of Standard Wholesale Price will be deducted
by Distributor for all products ordered by Retailer for new store opening
inventory (initial new store order only). The NSA applies only to the products
ordered by the new store for the specific new store only.

Returned Product Fee: [**]% of Standard Wholesale Price deduction will be
deducted by the Distributor for each unit of Vendor's inventory returned by the
Retailer ("Retailer Returns").

Vendor agrees to provide Distributor with a completed Product Submission Form
Addendum (Exhibit A) for each Product shipped to the Retailer prior to this
agreement by anyone other than the Distributor.

Upon return from the Retailer of Product sold to Retailer by anyone other than
the Distributor:
        1.  Distributor shall have the right to return Vendor's Products to
            Vendor and receive full credit for the value of the Standard
            Wholesale Price only for the number of units returned to the
            Distributor by the Retailer that exceed the number of units that
            Distributor shipped to the Retailer.

        2.  Vendor will issue an RMA to Distributor pursuant to Section 6(c) of
            the underlying agreement.

Rebate and Incentive Programs: Distributor will deduct any amounts deducted by
Retailer in conjunction with rebate and/or incentive programs offered by the
Vendor to the Retailer or End-User.

Except as expressly modified by the terms of this addendum, the underlying
agreement shall remain in full force and effect.

eGames, Inc., Vendor                        Gathering of Developers, Inc.,
                                            Distributor

Signature:                                  Signature:
              ----------------------                    ----------------------
Name:                                       Name:
              ----------------------                    ----------------------
Title:                                      Title:
              ----------------------                    ----------------------
Date:                                       Date:
              ----------------------                    ----------------------


-----------------------
[**]     Pursuant to a request for confidential treatment submitted to the
         Securities and Exchange Commission, this portion of Exhibit B -
         Retail Program Addendum - attached to this Agreement has been omitted.
         The omitted information has been filed separately with the Securities
         and Exchange Commission.

<PAGE>


                                    EXHIBIT B
                                    ---------

                             RETAIL PROGRAM ADDENDUM

VENDOR: eGames, Inc.     Reference Contract / Addendum Dated: November 15, 2005

Retail Program for:  [**] Territory: United States   Program Terms: DISTRIBUTION

Defective Allowance: A [**]% of Standard Wholesale Price Defective Allowance
("DFA") to be deducted by Distributor. The DFA deduction will be adjusted to the
actual Defective Return Percentage ("DFP") at the end of every calendar quarter.
Product can be returned to Vendor or Destroyed On-Site ("DOS"). Retailers that
DOS defective product rather than return defective product to Distributor will
receive 100% credit. Vendor may audit the product in Distributor's warehouse
prior to DOS within 15 days of receiving written notice from Distributor.
Retailer DOS audit based on retailer claim summaries which generally indicate
the product title, retailer SKU, and quantity.

Catastrophic Defect: Regular DFA does not cover catastrophic defective product.
Catastrophic defined as a DFP greater than [**] ([**]%) of gross purchases on a
title-by-title basis.

Market Development Funds ("MDF"): [**]% of Standard Wholesale Price will be
deducted by Distributor on a per unit basis for costs associated with the
marketing and merchandising of each Title. Vendor understands they will be
approached to participate in various programs on a case-by-case basis.

New Store Allowance ("NSA"): [**]% of Standard Wholesale Price will be deducted
by Distributor for all products ordered by Retailer for new store opening
inventory (initial new store order only) when distributor is charged this fee.
The NSA applies only to the products ordered by the new store for the specific
new store only.

Returned Product Fee: [**]% of Standard Wholesale Price will be deducted by the
Distributor for each unit of product returned by the Retailer ("Retailer
Returns").

Vendor agrees to provide Distributor with a completed Product Submission Form
Addendum (Exhibit A) for each Product shipped to the Retailer prior to this
agreement by anyone other than the Distributor.

Upon return from the Retailer of Product sold to Retailer by anyone other than
the Distributor:
        3.  Distributor shall have the right to return Vendor's Products to
            Vendor and receive full credit for the value of the Standard
            Wholesale Price only for the number of units returned to the
            Distributor by the Retailer that exceed the number of units that
            Distributor has shipped to the Retailer.

        4.  Vendor will issue an RMA to Distributor pursuant to Section 6(c) of
            the underlying agreement.

Rebate and Incentive Programs: Distributor will deduct any amounts deducted by
Retailer in conjunction with rebate and/or incentive programs offered by the
Vendor to the Retailer or End-User.

Except as expressly modified by the terms of this addendum, the underlying
agreement shall remain in full force and effect.


eGames, Inc., Vendor                        Gathering of Developers, Inc.,
                                            Distributor

Signature:                                  Signature:
              ----------------------                    ----------------------
Name:                                       Name:
              ----------------------                    ----------------------
Title:                                      Title:
              ----------------------                    ----------------------
Date:                                       Date:
              ----------------------                    ----------------------

-----------------------
[**]     Pursuant to a request for confidential treatment submitted to the
         Securities and Exchange Commission, this portion of Exhibit B -
         Retail Program Addendum - attached to this Agreement has been omitted.
         The omitted information has been filed separately with the Securities
         and Exchange Commission.