U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

    |X|       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended December 31, 2002

    |_|       TRANSITION REPORT PURSUANT TO SECTION 13 OR
              15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-27102

                                  eGames, Inc.
             (Exact name of registrant as specified in its charter)

             PENNSYLVANIA                           23-2694937
    (State or other jurisdiction of               (IRS Employer
     incorporation or organization)            Identification Number)

                      2000 Cabot Boulevard West, Suite 110
                            Langhorne, PA 19047-1811
                    (address of Principal executive offices)

          Issuer's Telephone Number, Including Area Code: 215-750-6606

                                 Not Applicable
                     (Former name, former address and former
                   fiscal year, if changed since last report.)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                                 Yes (X) No ( )

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                 Yes ( ) No ( )

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 9,989,337 shares of common stock, no
par value per share, as of February 13, 2003.

Transitional Small Business Disclosure Format (check one): Yes (  )    No ( X )


<PAGE>



                                      INDEX

                                                                           Page
                                                                           ----
Part I.        Financial Information

Item 1.        Financial Statements:

               Balance Sheet as of December 31, 2002......................   3

               Statements of Operations for the three months and six
                   months ended December 31, 2002 and 2001 ................  4

               Statements of Cash Flows for the six months
                   ended December 31, 2002 and 2001.......................   5

               Notes to Financial Statements..............................   6

Item 2.        Management's Discussion and Analysis of Financial
                   Condition and Results of Operations ...................  14

               Risk Factors...............................................  29

Item 3.        Controls and Procedures....................................  34

Part II        Other Information

Item 4.        Submission of Matters to a Vote of Security Holders........  35

Item 6.        Exhibits and Reports on Form 8-K...........................  35

Exhibit Index  ...........................................................  35

Signatures     ...........................................................  36

Certifications ...........................................................  37

Exhibits       ...........................................................  39




<PAGE>


Item 1.  Financial Statements

                                  eGames, Inc.
                                  Balance Sheet
                                   (Unaudited)

                                                                      As of
                                                                   December 31,
ASSETS                                                                 2002
------                                                             ------------
Current assets:
  Cash and cash equivalents                                        $    643,850
  Accounts receivable, net of allowances totaling $1,092,933          1,239,172
  Inventory                                                             597,811
  Prepaid and other expenses                                             55,392
                                                                   ------------
        Total current assets                                          2,536,225

Furniture and equipment, net                                             37,571
                                                                   ------------
        Total assets                                               $  2,573,796
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
  Note payable                                                     $     23,028
  Accounts payable                                                      628,756
  Bank debt                                                             420,000
  Accrued expenses                                                      685,397
                                                                   ------------
        Total current liabilities                                     1,757,181

                                                                   ------------
        Total liabilities                                             1,757,181

Stockholders' equity:
  Common stock, no par value (40,000,000 shares authorized;
        10,221,237 issued and 9,989,337 outstanding)                  9,179,827
  Additional paid-in capital                                          1,251,548
  Accumulated deficit                                                (9,113,343)
  Treasury stock, at cost - 231,900 shares                             (501,417)
                                                                   ------------
        Total stockholders' equity                                      816,615
                                                                   ------------
        Total liabilities and stockholders' equity                 $  2,573,796
                                                                   ============




                 See accompanying notes to financial statements.


<PAGE>


                                  eGames, Inc.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                           Three months ended             Six months ended
                                               December 31,                  December 31,
                                        -------------------------   -------------------------

                                           2002          2001           2002          2001
                                        -----------   -----------   -----------   -----------
<S>                                     <C>           <C>           <C>           <C>
Net sales                               $ 1,945,817   $ 2,705,273   $ 3,804,973   $ 4,261,441

Cost of sales                               741,291     1,376,155     1,621,094     2,333,974
                                        -----------   -----------   -----------   -----------

Gross profit                              1,204,526     1,329,118     2,183,879     1,927,467

Operating expenses:
  Product development                       101,941        90,475       204,747       220,572
  Selling, general and administrative       648,810       715,327     1,294,102     1,535,270
                                        -----------   -----------   -----------   -----------

     Total operating expenses               750,751       805,802     1,498,849     1,755,842
                                        -----------   -----------   -----------   -----------

Operating income                            453,775       523,316       685,030       171,625

Interest expense, net                        11,688        42,392        30,162        72,743
                                        -----------   -----------   -----------   -----------

Income before income taxes                  442,087       480,924       654,868        98,882

Provision for income taxes                    - 0 -         - 0 -         - 0 -           800
                                        -----------   -----------   -----------   -----------

Net income                              $   442,087   $   480,924   $   654,868   $    98,082
                                        ===========   ===========   ===========   ===========


Net income per common share:
     - Basic                            $      0.04   $      0.05   $      0.07   $      0.01
                                        ===========   ===========   ===========   ===========
     - Diluted                          $      0.04   $      0.05   $      0.06   $      0.01
                                        ===========   ===========   ===========   ===========

Weighted average common shares
outstanding - Basic                       9,989,337     9,989,337     9,989,337     9,989,337

Dilutive effect of common stock
equivalents                                 535,797         - 0 -       428,102         - 0 -
                                        -----------   -----------   -----------   -----------
Weighted average common shares
outstanding - Diluted                    10,525,134     9,989,337    10,417,439     9,989,337
                                        ===========   ===========   ===========   ===========

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


                                  eGames, Inc.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Six months ended
                                                                         December 31,
                                                                  --------------------------
                                                                     2002            2001
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Cash flows from operating activities:
  Net income                                                      $   654,868    $    98,082
  Adjustment to reconcile net income to net cash
       provided by operating activities:
  Depreciation, amortization and other non-cash items                  84,552         73,527
  Provisions for product returns, price markdowns,
       bad debts and inventory obsolescence                           718,191        801,589
  Sell-through of prior year's customer advance payments                - 0 -       (339,913)
  Changes in items affecting operations:
       Restricted cash                                                  - 0 -         30,000
       Accounts receivable                                         (1,107,187)      (821,459)
       Prepaid and other expenses                                      55,673        (82,372)
       Inventory                                                     (161,524)     1,141,778
       Accounts payable                                               295,673     (1,023,964)
       Customer advance payments                                        - 0 -       (124,488)
       Accrued expenses                                              (138,856)     1,096,851
                                                                  -----------    -----------
Net cash provided by operating activities                             401,390        849,631
                                                                  -----------    -----------
Cash flows from investing activities:
  Purchases of furniture and equipment                                 (3,427)       (20,009)
  Purchases of other assets                                              (700)        (1,375)
                                                                  -----------    -----------
Net cash used in investing activities                                  (4,127)       (21,384)
                                                                  -----------    -----------
Cash flows from financing activities:
  Proceeds from credit facility/bank debt                               - 0 -        280,000
  Repayments of credit facility/bank debt                            (420,000)      (240,000)
  Proceeds from note receivable                                         - 0 -         60,000
  Repayments of trade notes payable                                     - 0 -       (197,980)
  Repayments of note payable                                          (33,522)       (30,736)
  Repayments of capital lease obligations                               - 0 -        (90,184)
                                                                  -----------    -----------
Net cash used in financing activities                                (453,522)      (218,900)
                                                                  -----------    -----------

Net increase (decrease) in cash and cash equivalents                  (56,259)       609,347

Cash and cash equivalents:
  Beginning of period                                                 700,109         25,737
                                                                  -----------    -----------
   End of period                                                  $   643,850    $   635,084
                                                                  ===========    ===========

Supplemental cash flow information:

  Cash paid for interest                                          $    31,321    $    74,702
                                                                  ===========    ===========

Non cash investing and financing activities:

  Conversion of selected accounts payable to trade notes payable  $     - 0 -    $   484,080
                                                                  ===========    ===========
</TABLE>


                 See accompanying notes to financial statements.



<PAGE>


                                  eGames, Inc.

                          Notes to Financial Statements

1.  Summary of Significant Accounting Policies

Description of Business

eGames, Inc. is a Pennsylvania corporation incorporated in July 1992 that
develops, publishes, markets and sells primarily value-priced consumer
entertainment PC software games. Our product line enables us to serve customers
who are seeking a broad range of high-quality, value-priced PC software,
distributed on CD-ROM media and also electronically via the Internet. In North
America, our products are usually distributed through third-party distributors
on a non-exclusive basis who service mass-merchant retailers, in addition to
direct relationships that we have with certain specialty and PC software
retailers. In territories outside North America our products are distributed
through third-party distributors that license our PC software content for their
own manufacture and distribution within specific geographic territories.

Liquidity

As of December 31, 2002, we had stockholders' equity of $817,000 and working
capital of $779,000. For the three and six months ended December 31, 2002, we
earned net income of $442,000 and $655,000, respectively. Additionally, as of
December 31, 2002, we had a cash balance of $644,000 representing a $56,000
decrease in cash for the first six months of fiscal 2003.

Since the first quarter of fiscal 2002, we have not had access to a credit
facility, and have been dependent entirely on cash flow from operations to meet
our financial obligations. Our ability to achieve and maintain positive cash
flow is essential to our survival as a going concern. Our ability to do this
depends upon a variety of factors, including the timeliness and success of the
collection of outstanding accounts receivable, the creditworthiness of the
primary distributors and retail customers of our products, the development and
sell-through of our products to consumers, and the costs of developing,
producing and marketing such products. We believe that our projected cash and
working capital balances may be sufficient to fund our operations through June
30, 2003, but there are significant challenges that we will need to successfully
manage in order to be able to fund our operations through that period of time
and beyond. These challenges include, but are not limited to: agreeing to and
maintaining acceptable payment terms with our vendors; and maintaining an
acceptable speed of our receivable collections from customers. Additionally,
there are market factors beyond our control that could also significantly affect
our operating cash flow. The most significant of these market factors is the
market acceptance and sell-through rates of our current products to consumers,
and the growth of the consumer entertainment PC software market. If any of our
software titles do not sell through to consumers at the rate anticipated, we
could be exposed to additional product returns and a lack of customer
replenishment orders for these products, which could severely reduce the
accounts receivable that we would be able to collect from such retailers or
distributors of our products. As a result of these factors, we may not be able
to achieve or maintain positive cash flow. Outside financing to supplement our
cash flows from operations may not be available if and when we need it. Even if
such financing were available from a bank or other financing source, it may not
be on terms satisfactory to us because of the dilution it may cause or other
costs associated with such financing.

Basis of Presentation

The accompanying unaudited interim financial statements were prepared in
accordance with generally accepted accounting principles for interim financial
information as promulgated in the United States of America. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. The Notes to Financial Statements included in our Form 10-KSB for
the fiscal year ended June 30, 2002 should be read in conjunction with the
accompanying statements. These statements include all adjustments that
management believes are necessary for a fair presentation of the statements.
These interim operating results are not necessarily indicative of the results
for a full year. Certain dollar amounts discussed within the "Notes to Financial
Statements" have been rounded to the nearest thousand ('000").



<PAGE>


Fair Value of Financial Instruments

The recorded amounts of accounts receivable and accounts payable at December 31,
2002 approximate fair value due to the relatively short period of time between
origination of the instruments and their expected realization. Our debt is
carried at cost, which approximates fair value, as the debt bears interest at
rates approximating current market rates for similar instruments.

Cash and Cash Equivalents

For purposes of the statements of cash flows, we consider all highly liquid
instruments purchased with an original maturity of three months or less to be
cash equivalents.

Inventory

Inventory, consisting primarily of finished goods, is valued at the lower of
cost or market. Cost is determined by the first-in, first-out method (FIFO).

Furniture and Equipment

Furniture and equipment are stated at cost. Depreciation is calculated on the
straight-line method over the estimated useful lives of the assets ranging from
three to five years.

Leasehold improvements have been fully amortized on the straight-line method
over the shorter of the lease term or estimated useful life of the assets.
Maintenance and repair costs are expensed as incurred.

Long-Lived Assets

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," we record
impairment losses on long-lived assets, including intangible assets, used in
operations when the fair value of those assets, less the cost to sell, is lower
than our carrying value for those assets.

Intangible Assets

As of December 31, 2002, we had intangible assets totaling $742,000, which costs
have been fully amortized. These assets resulted primarily from the purchase of
software rights, and their expense is amortized, on a straight-line basis, over
no more than a three-year period. For the three and six months ended December
31, 2002, we recorded $1,000 in amortization expense, compared to $5,000 and
$10,000 for the three and six months ended December 31, 2001, respectively.

Revenue Recognition

Product Sales:
--------------
We distribute the majority of our products through third-party distributors to
mass-merchant retailers and directly to certain specialty and PC software
retailers. These retailers have traditionally sold consumer entertainment PC
software products. The distribution of our products is governed by distribution
agreements, direct sale agreements or purchase orders, which generally allow for
product returns and price markdowns. We recognize revenues from product
shipments to these types of customers that traditionally have sold consumer
entertainment PC software products at the time title to the inventory passes to
these customers, less a provision for anticipated product returns and price
markdowns. The provision for anticipated product returns and price markdowns is
based upon, among other factors: historical product return and price markdown
results, analysis of customer provided product sell-through and field inventory
data when available to us, and review of outstanding return material
authorizations. Title passes to these customers either upon shipment of the
product or receipt of the product by these customers based on the terms of the
sales transaction. Most of our customers require shipping terms of FOB
destination, which results in the title to our product passing at the time when
the customer actually receives our product.


<PAGE>

We recognize product sales to these customers who traditionally have sold
consumer entertainment PC software products, in accordance with the criteria of
SFAS No. 48, at the time of the sale based on the following: the selling price
is fixed at the date of sale, the buyer is obligated to pay us, title of the
product transfers to the buyer, the buyer has economic substance apart from us,
we do not have further obligations to assist the buyer in the resale of the
product and the product returns and price markdowns can be reasonably estimated
at the time of sale. While we have no other obligations to perform future
services subsequent to shipment, we provide telephone customer support as an
accommodation to purchasers of our products and as a means of fostering customer
loyalty. Costs associated with this effort are insignificant and, accordingly,
are expensed as incurred.

We recognize revenues for product shipments to drug store retailers and
distributors, who have not traditionally sold consumer entertainment PC software
products, when our products actually sell through to the end consumer at these
retail locations and not at the time we ship our products to these drug store
retailers or distributors, or when the right of return no longer exists for
product shipments to a drug store retailer or distributor. During fiscal 2002,
we transitioned our prior direct distribution relationships with drug store
retailers to a licensing relationship with a third-party distributor, United
American Video ("UAV"), which assumes the responsibilities and costs of: order
processing and receivable collections, inventory production, distribution,
promotion and merchandising of our products to these drug store retailers. We
recognize licensing revenues, which are reflected in net sales, based upon
contractual royalty rates applied to the licensees' net sales of our software
titles during the reporting period.

Provision for Product Returns and Price Markdowns:
--------------------------------------------------
We currently distribute the majority of our products through third-party
distributors to mass-merchant retailers and directly to certain specialty and PC
software retailers, which retailers have traditionally sold consumer
entertainment PC software products. The distribution of our products is governed
by distribution agreements, direct sale agreements or purchase orders, which
generally allow for product returns and price markdowns. The provision for
anticipated product returns and price markdowns is based upon, among other
factors, our analysis of: historical product return and price markdown results,
product sell-through results at retail store locations, current field inventory
quantities at distributors' warehouses and at retail store locations,
introduction of new and/or competing software products that could negatively
impact the sales of one or more of our current products, and outstanding return
material authorizations. The adequacy of our allowance for product returns and
price markdowns is reviewed at the end of each reporting period and any
necessary adjustment to this allowance (positive or negative) is reflected
within the current period's provision. At the end of each reporting period, the
allowance for product returns and price markdowns is reflected as a reduction to
the accounts receivable balance reflected within our balance sheet.

During the three months ended December 31, 2002 and 2001, our provision for
product returns and price markdowns for customers that have traditionally sold
consumer entertainment PC software products were $354,000 and $350,000,
respectively, or 16% and 20% of related gross product shipments, respectively.

During the six months ended December 31, 2002 and 2001, our provision for
product returns and price markdowns for customers that have traditionally sold
consumer entertainment PC software products were $670,000 and $525,000,
respectively, or 15% and 18% of related gross product shipments, respectively.

Customer Advance Payments

Prior to our fiscal 2002 agreements with two drug store retailers and our
decision to stop distributing our products directly to drug store retailers and
distributors, we had recognized revenue from drug store retailers and
distributors based on the timing of the actual sell-through of our products to
end consumers. Additionally, we previously received payments from these drug
store retailers or distributors in advance of our products being sold to the end
consumer at drug store retail locations. These payments had been recorded as
customer advance payments in our balance sheet until such time as the products
were actually sold through to end consumers. After the products had sold through
to end consumers, or agreements were reached with a drug store retailer or
distributor that eliminated all further right of return, the customer advance
payment amount was recorded as revenue.



<PAGE>


Prepaid and Other Expenses

Prepaid and other expenses represent advance payments made to third parties for,
among other things, items such as: licensing of software and intellectual
properties used in our products, maintenance contracts, and retailers' slotting
fees. Prepaid and other expenses are expensed at contractual rates or on a
straight-line basis over the period of time covered by a contract.

Marketing, Sales Incentive and Promotional Costs

Marketing costs reflected as operating expenses, such as advertising fees and
display costs, are charged to expense as incurred or when shipped to a customer.
These costs were $18,000 and $147,000 for the three months ended December 31,
2002 and 2001, respectively, and $37,000 and $234,000 for the six months ended
December 31, 2002 and 2001, respectively.

Sales incentives, such as rebates and coupons, that we experience with retailers
or consumers are recorded as reductions to net sales as incurred, and were
$52,000 and $77,000 for the three months ended December 31, 2002 and 2001,
respectively, and $62,000 and $174,000 for the six months ended December 31,
2002 and 2001, respectively.

Promotional costs, such as slotting fees required by certain retailers, are
recorded as reductions to net sales on a straight-line basis over the
contractual period. These costs were $48,000 and $11,000 for the three months
ended December 31, 2002 and 2001, respectively, and $100,000 and $42,000 for the
six months ended December 31, 2002 and 2001, respectively.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under the
asset and liability method, deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and for net operating loss and credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates in
effect for the year in which those temporary differences are expected to be
recovered or settled.

Computation of Net Income (Loss) per Common Share

Net income (loss) per common share is computed in accordance with SFAS No. 128,
"Earnings per Share". Basic earnings (loss) per share is computed by dividing
net earnings (loss) by the weighted average number of common shares outstanding
during each period. Diluted earnings (loss) per share is computed by dividing
net earnings (loss) by the weighted average number of common shares and common
share equivalents ("CSE's") outstanding during each period that we report net
income.  CSE's include stock options and warrants using the treasury stock
method.

Accounting for Stock-Based Compensation

As of July 1, 2002, we adopted within our financial statements the provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation" by applying the fair
value method for stock option grants made on or after that date. For stock
option grants made prior to July 1, 2002, we recognized stock-based compensation
using the intrinsic value method in accordance with Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). We also
applied the provisions of SFAS No. 123 for purposes of valuing and recording the
effects of the common stock warrants issued to Fleet Bank during October 2001.
For the three and six months ended December 31, 2002, we recorded $28,000 and
$62,000, respectively, of stock-based compensation expense relating to both
stock option grants and common stock warrants within the operating expense
section of the Statements of Operations under "Selling, general and
administrative".



<PAGE>


Management's Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, including allowances for inventory obsolescence, product returns,
price markdowns and bad debts (from un-collectible accounts receivable), and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. We recognize the critical nature and potential impact from
making these and any other estimates and attempt to make reliable estimates,
based upon the information available to us as of any reporting period. However,
we recognize that actual results could differ from any of our estimates and such
differences could have a negative or positive impact on future financial
results.

New Accounting Pronouncements

During fiscal 2002, we adopted Emerging Issues Task Force ("EITF") Issue 00-25,
"Vendor Income Statement Characterization of Consideration Paid to a Reseller of
the Vendor's Products", which requires that certain promotional costs, such as
slotting fees charged by retailers, be reclassified as reductions to net sales,
as opposed to being reflected as operating expenses. Accordingly, net sales
amounts for prior periods reflect the reclassification of expenses, such as
slotting fees, from selling, general and administrative expenses to a reduction
of net sales. For the three months ended December 31, 2002 and 2001, these
amounts were $48,000 and $11,000, respectively, and for the six months ended
December 31, 2002 and 2001, these amounts were $100,000 and $42,000,
respectively.

EITF Issue 00-25 was subsequently codified by EITF Issue 01-9, "Accounting for
Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products)". We do not expect any other recently issued accounting
pronouncements to have a significant impact on our results of operations,
financial position or cash flows.

2.  Accounts Receivable, net

Accounts receivable consists of the following:

     Accounts receivable, gross                               $2,332,105
     Allowance for product returns                             (689,726)
     Allowance for price markdowns                             (326,209)
     Allowance for bad debts                                    (76,998)
                                                              ----------
     Accounts receivable, net                                 $1,239,172
                                                              ==========

3.  Inventory

Inventory consists of the following:

     Raw materials                                             $ 118,743
     Finished goods                                              438,199
     Product returns                                             125,606
                                                               ---------
                                                                 682,548
     Allowance for inventory obsolescence                        (84,737)
                                                               ---------
     Inventory                                                 $ 597,811
                                                               =========

4.  Prepaid and Other Expenses

Prepaid and other expenses consists of the following:

     Retailer slotting fees                                   $   15,497
     Maintenance contracts                                        15,776
     Other expenses                                               24,119
                                                              ----------
     Prepaid and other expenses                               $   55,392
                                                              ==========


<PAGE>

5.  Furniture and Equipment, net

Furniture and equipment consists of the following:

     Equipment                                                $  495,592
     Furniture                                                   404,657
                                                              ----------
                                                                 900,249
     Accumulated depreciation                                   (862,678)
                                                              ----------
     Furniture and equipment, net                             $   37,571
                                                              ==========

6.  Note Payable

     Note payable to bank, bearing interest at the prime
     rate plus 2.75% (7.00% at December 31, 2002).
     Matures on March 24, 2003, principal and interest
     payable monthly.  The note is guaranteed by a former
     officer of eGames, Inc. and the Small Business
     Administration.                                          $   23,028

     Less current portion                                        (23,028)
                                                              ----------

     Long term portion                                        $    - 0 -
                                                              ==========

7.  Bank Debt

Bank debt consists of the following:

     Principal amount owed to Fleet Bank at December 31, 2002
     under a term loan bearing interest at the prime rate plus
     3.00% (7.25% at December 31, 2002).  Matures on
     July 31, 2003, principal and interest payable monthly.   $  420,000

     Less current portion                                       (420,000)
                                                              ----------

     Long term portion                                        $    - 0 -
                                                              ==========

On July 23, 2001, Fleet Bank (the "Bank") notified us that due to our violation
of the financial covenants under our credit facility as of June 30, 2001, and
the material adverse changes in our financial condition at that time, the Bank
would no longer continue to fund the $2,000,000 credit facility.

On November 2, 2001, we entered into an agreement with the Bank to pay off the
credit facility's outstanding balance of $1,400,000 over a twenty-two month
period. The agreement also provided that, despite our defaults under the loan
documents, the Bank would not enforce their rights and remedies under the loan
documents as long as we remained in compliance with the terms of the agreement.
The agreement provided that the remaining outstanding balance owed under the
credit facility was to be repaid by July 31, 2003 in monthly installments, with
interest at the prime rate plus three percent. On January 16, 2003, we repaid
the remaining $420,000 principal balance outstanding on this term loan with the
Bank, which is further discussed in Note 14 "Subsequent Event - Bank Debt".

8.  Accrued Expenses

Accrued expenses consist of the following:

     Accrued payroll, bonus and vacation expenses             $  215,007
     Customers with credit balances                              132,349
     Accrued royalty fees                                         94,710
     Accrued marketing promotion costs                            85,867
     Accrued professional fees                                    48,476
     Other accrued expenses                                      108,988
                                                              ----------
     Accrued expenses                                         $  685,397
                                                              ==========



<PAGE>


9.  Lease Obligations

As of June 30, 2002, we were leasing 11,000 square feet of office, development
and warehouse space in Langhorne, Pennsylvania under an operating lease that was
scheduled to expire on September 30, 2002. During December 2001, we executed a
sublease agreement with a third-party for approximately 6,000 square feet of our
operating facility space, in order to help improve cash flow and to more
effectively realign resources. In conjunction with this sublease, we extended
our operating lease for only the remaining 5,000 square feet of office space
through September 2004. Additionally, we currently rent office equipment through
various operating lease agreements and do not have any capital lease obligations
outstanding. Net rent expense incurred under our operating leases was $20,000
and $29,000 for the three months ended December 31, 2002 and 2001, respectively,
and $38,000 and $63,000 for the six months ended December 31, 2002 and 2001,
respectively.

Our future payments for operating leases are as follows:


Period                                                          Amount
------------------------------------------------------------------------
Remaining six months of fiscal 2003                            $  31,000
Fiscal 2004                                                       63,000
Fiscal 2005                                                       29,000
Fiscal 2006                                                       19,000
Fiscal 2007 and thereafter                                        28,000
                                                               ---------
Total Lease Obligations                                       $  170,000
                                                              ==========

10. Dependence on Large Customer

We now rely primarily on a concentrated group of large customers, due to the
decision, during fiscal 2002, to cease distributing our products directly to
drug store retailers and refocus our efforts on distributing products to
mass-merchant retailers that have traditionally sold value-priced consumer
entertainment PC software. The majority of our current sales are to
mass-merchant retailers, and distributors serving such retailers, and in
particular to Infogrames, Inc. ("Infogrames"). Infogrames is our primary North
American distributor that services the major mass-merchant retailers in North
America, such as Wal-Mart, K-Mart, Target and Best Buy, among others. In the
event we lose our distribution capability through Infogrames, it would
significantly harm eGames' financial condition and our ability to continue as a
going concern. During the three months ended December 31, 2002 and 2001,
Infogrames accounted for $1,066,000 and $836,000, respectively, in net sales, or
55% and 31% of net sales, respectively. During the six months ended December 31,
2002 and 2001, Infogrames represented $2,058,000 and $1,192,000, respectively,
in net sales, or 54% and 28% of net sales.

11. Commitments and Contingencies

Under various licensing agreements with third-party software developers, we are
required to pay royalties for the use of licensed content in our products.
Royalty expense under such agreements, which is recorded in cost of sales, was
$231,000 and $312,000 for the three months ended December 31, 2002 and 2001,
respectively, and $455,000 for both of the six month periods ended December 31,
2002 and 2001, respectively.

We finance our Directors and Officers Liability and Employment Practice
Liability insurance policies with a third-party financing company. We record
this expense monthly on a straight-line basis over the period covered by the
relevant insurance policies. During the three months ended December 31, 2002 and
2001, we recorded $36,000 and $25,000 in related insurance expense and made
related payments of $44,000 and $27,000, respectively. During the six months
ended December 31, 2002 and 2001, we recorded $69,000 and $47,000 in related
insurance expense and made related payments of $130,000 and $54,000,
respectively. On August 1, 2002, we obtained one-year replacement policies for
this insurance coverage for a total cost of $145,000 (premium cost of $143,000
plus interest cost of $2,000). As of December 31, 2002, our remaining obligation
under this financing arrangement was $15,000.

We have a retirement plan covering substantially all of our eligible employees.
The retirement plan is qualified in accordance with Section 401(k) of the
Internal Revenue Code. Under the plan, employees may defer up to 15% of their
pre-tax salary, but not more than statutory limits. We match 50% of each dollar
contributed by all participants. Our matching contribution to this plan was
$8,000 for both of the three-month periods ended December 31, 2002 and 2001.
During the six months ended December 31, 2002 and 2001, our matching
<PAGE>

contributions were $22,000 and $23,000 respectively. Our matching contributions
vest in fifty percent increments over a two-year period, beginning on the first
day of an individual's employment.

As a result of an agreement with the third-party to which we sold our United
Kingdom subsidiary in May 2001, we are obligated to purchase 50,000 units of
consumer entertainment PC software from this third party during fiscal 2003 and
2004, at a delivered cost of $1.50 per unit, for a total annual commitment of
$75,000 during each of those fiscal years. As of December 31, 2002, we had not
purchased any of this fiscal year's annual commitment.

12. Major Customers, International Sales, Worldwide Licensing Revenues and
    Internet Sales

During the three months ended December 31, 2002, two major customers, Infogrames
and CompUSA, accounted for 55% and 11%, respectively, of net sales, compared to
the three months ended December 31, 2001, when three major customers,
Infogrames, Walgreen Company and Rite Aid Corporation, accounted for 31%, 22%
and 11% of net sales, respectively. During the six months ended December 31,
2002, one major customer, Infogrames, accounted for 54% of net sales, compared
to the six months ended December 31, 2001, when two major customers, Infogrames
and Walgreen Company, accounted for 28% and 22% of net sales, respectively.

International net sales, including both licensing revenues and product net
sales, represented 6% of net sales for the three months ended December 31, 2002
and 2001. For the six months ended December 31, 2002 and 2001, international net
sales represented 5% and 6%, respectively, of net sales. For the three months
ended December 31, 2002, licensing revenues comprised 98% of international net
sales compared to 61% of international net sales during the same period a year
ago, and for the six months ended December 31, 2002 and 2001, licensing revenues
amounted to 97% of international net sales compared to 58% of international net
sales during the prior year comparable period.

Worldwide licensing revenues represented 8% and 4%, respectively, of net sales
for the three months ended December 31, 2002 and 2001, and accounted for 7% and
4%, respectively, of net sales for the six months ended December 31, 2002 and
2001.

Internet sales accounted for 3% of net sales for the three months ended December
31, 2002 and 2001, and also represented 3% of net sales during the six months
ended December 31, 2002 and 2001.

13. Operations by Reportable Segment and Geographic Area

SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information" establishes standards for reporting information about an
enterprise's operating segments and related disclosures about our products,
geographic areas and major customers. Based on our organizational structure, we
operate in only one geographic and one reportable segment, which is "publishing
consumer entertainment PC software products".

14. Subsequent Event - Bank Debt:

On January 16, 2003, we repaid the remaining $420,000 principal balance
outstanding on our term loan ("Bank Debt") with the Bank, together with accrued
interest, in full satisfaction of all obligations under the November 2, 2001
forbearance agreement. Additionally on January 16, 2003, we redeemed from the
Bank the warrant associated with the forbearance agreement for $50,000. This
$50,000 payment represented a $5,000 increase over the original $45,000 value
previously recorded and accordingly this $5,000 in additional value was expensed
during the three months ended December 31, 2002.



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations


Forward-Looking Statements

This Quarterly Report on Form 10-QSB contains forward-looking statements about
circumstances that have not yet occurred, including, without limitation,
statements regarding:

     - our anticipated provisions for product returns and price markdowns
       continuing to compare favorably to prior year rates;
     - our anticipated sell-through rates for new higher price point products;
     - our expected provision for product returns and price markdowns for
       customers that have traditionally sold consumer PC software products;
     - the expectation that the majority of our product sales for the
       foreseeable future will be through third-party distributors, as opposed
       to direct-to-store retail distribution;
     - the expected percentage of net sales to Infogrames for the remainder of
       fiscal 2003;
     - the expected percentage of net revenues that worldwide licensing revenues
       will represent for the remainder of fiscal 2003;
     - the belief that the transition from direct distribution relationships
       with drug store retailers to a licensing agreement with United American
       Video (UAV) will result in higher gross profit margins;
     - the belief that for the remainder of fiscal 2003, the majority of our net
       sales generated at North American non-traditional software retail
       locations will be through the licensing agreement with UAV, which should
       cause net sales to North American non-traditional software customers to
       decrease significantly, on a comparative basis to prior year periods, but
       enable us to earn higher profit margins;
     - expected international sales for the remainder of fiscal 2003;
     - our expectation that international net product sales will represent less
       than 1% of net sales for the remainder of fiscal 2003;
     - the creation of programs designed to increase sales of our products via
       the Internet;
     - expected Internet sales for the remainder of fiscal 2003;
     - the belief that reclamation costs will remain at the reduced levels
       experienced to date in fiscal 2003 for the foreseeable future;
     - the expectation that royalty rates required by software developers will
       continue to increase for the foreseeable future;
     - the belief that our fiscal 2003 gross profit margin should range between
       55% and 60%;
     - our expectation that marketing promotional expenses will continue to
       trend lower compared to prior year periods;
     - the expectation that there will be no significant change in the number of
       employees we employ during the remainder of fiscal 2003;
     - our anticipated equipment expenditures for the remainder of fiscal 2003;
     - our anticipated investing activities for the remainder of fiscal 2003;
     - our belief that projected cash and working capital balances may be
       sufficient to fund our operations through June 30, 2003;
     - the expectation that certain new accounting pronouncements will not have
       a significant impact on our results of operations, financial position or
       cash flows;
     - and other statements including words such as "anticipate", "believe" or
       "expect" and statements in the future tense.

These forward-looking statements are subject to business and economic risks, and
actual events or our actual future results could differ materially from those
set forth in the forward-looking statements due to such risks and uncertainties.
We will not necessarily update information if any forward looking statement
later turns out to be inaccurate.



<PAGE>


The following important factors, as well as those factors discussed under "Risk
Factors" at pages 29 to 34 in this report, could cause our actual results to
differ materially from those indicated by the forward-looking statements
contained in this report:

     - the market acceptance and successful sell-through results for our
       products at retail stores, particularly at North American mass-merchant
       retailers where consumer entertainment PC software has traditionally been
       sold;
     - the continued successful business relationship between us and Infogrames,
       as one of our largest customers and the distributor to Wal-Mart, K-Mart,
       Target, and Best Buy, among others;
     - our ability to accurately estimate sell-through volume when products are
       shipped to, or received by, a customer that has traditionally sold
       consumer entertainment PC software;
     - the amount of unsold product that is returned to us by retail stores and
       distributors;
     - our ability to accurately estimate the amount of product returns
       and price markdowns that will occur and the adequacy of the
       allowances established for such product returns and price markdowns;
     - the successful sell-through of our new higher price point products, in
       all retail channels where they are sold;
     - the continued success of our current business model of selling, primarily
       through third-party distributors, to a concentrated number of select
       mass-merchant, specialty and PC software retailers;
     - the success of our distribution strategy, including the ability to
       continue to increase the distribution of our products into key North
       American mass-merchant retailers and to enter into new distribution and
       direct sales relationships on commercially acceptable terms;
     - the allocation of shelf space for our products in major retail chain
       stores;
     - the ability of our international product distribution to earn a royalty
       and the ability of licensors to pay us such royalties;
     - our success in achieving additional cost savings and avoiding
       unforeseeable expenses for the remainder of fiscal 2003;
     - our ability to collect outstanding accounts receivable and establish an
       adequate allowance for bad debts;
     - the continued increase in the number of computers in homes in North
       America and the world;
     - the ability to deliver products in response to orders within a
       commercially acceptable time frame;
     - downward pricing pressure;
     - fluctuating costs of developing, producing and marketing our products;
     - our ability to license or develop quality content for our products;
     - the success of our efforts to increase website traffic and product sales
       over the Internet;
     - consumers' continued demand for value-priced consumer entertainment PC
       software;
     - increased competition in the value-priced software category;
     - and various other factors, many of which are beyond our control.

Risks and uncertainties that may affect our future results and performance also
include, but are not limited to, those discussed under the heading "Risk
Factors" in the Company's Form 10-KSB for the fiscal year ended June 30, 2002,
as filed with the Securities and Exchange Commission and also posted on the
Company's website, www.egames.com.


<PAGE>


Critical Accounting Policies
----------------------------
Our significant accounting policies and methods used in the preparation of the
Financial Statements are discussed in Note 1 of the Notes to Financial
Statements. We believe our accounting policies with respect to revenue
recognition and the valuation of inventory involve the most significant
management judgments and estimates. Our discussion and analysis of our financial
condition and results of operations are based upon our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, we evaluate our estimates,
including those related to product returns, price markdowns, bad debts,
inventory obsolescence, income taxes, contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that we
believe are reasonable under the circumstances. Actual results may differ from
these estimates under different assumptions or conditions.

Revenue Recognition (Net Sales, Product Returns and Price Markdowns)

Significant management judgments and estimates must be made and used in order to
determine when revenues can be recognized in any reporting period. Material
differences may result in the amount and timing of our revenue for any period if
management's judgments or estimates for product returns or price markdowns prove
to be insufficient or excessive based upon actual results. These differences, if
material, would significantly affect our operating results and financial
condition.

We distribute the majority of our products through third-party distributors to
mass-merchant retailers and directly to certain specialty and PC software
retailers. These retailers have traditionally sold consumer entertainment PC
software products. The distribution of our products is governed by distribution
agreements, direct sale agreements or purchase orders, which generally allow for
product returns and price markdowns. For product shipments to our customers that
have traditionally sold consumer entertainment PC software products, we record a
provision for product returns and price markdowns as a reduction of gross sales
at the time title of the product passes to the customer.

The provision for anticipated product returns and price markdowns is based upon
many factors, including our analysis of: historical product return and price
markdown results, product sell-through results at retail store locations,
current field inventory quantities at distributors' warehouses and at retail
store locations, introduction of new and/or competing software products that
could negatively impact the sales of one or more of our current products, and
outstanding return material authorizations. The adequacy of our allowance for
product returns and price markdowns is reviewed at the end of each reporting
period and any necessary adjustment to this allowance (positive or negative) is
reflected within the current period's provision. At the end of each reporting
period, the allowance for product returns and price markdowns is reflected as a
reduction to the accounts receivable balance reflected within our balance sheet.

During the three months ended December 31, 2002 and 2001, our provisions for
product returns and price markdowns for customers that have traditionally sold
consumer entertainment PC software products were $354,000 and $350,000,
respectively, or 16% and 20% of related gross product shipments, respectively.

During the six months ended December 31, 2002 and 2001, our provisions for
product returns and price markdowns for customers that have traditionally sold
consumer entertainment PC software products were $670,000 and $525,000,
respectively, or 15% and 18% of related gross product shipments, respectively.
Based on recent trends of improved product sell through to consumers and tighter
inventory controls by retailers and distributors, we anticipate our fiscal 2003
provisions for product returns and price markdowns to continue to decrease.

A factor that we will continue to closely monitor in establishing our provision
for anticipated product returns and price markdowns will be the sell-through
results of our higher price point products that were first introduced during the
quarter ended September 30, 2002. The sale of such products, ranging in retail
price points from $19.99 to $29.99, represents a departure from our typical
value-priced product offering to the casual gamer that has historically been
retail priced from $9.99 to $14.99, and accordingly represent a greater risk of
requiring additional price markdowns if these products do not sell-through to
consumers at anticipated rates. If both our new higher price point products and
our typical value-priced products sell through to consumers at anticipated
rates, we expect our provision for product returns and price markdowns for
customers that have traditionally sold consumer PC software products to range
<PAGE>

from 15% to 20%, as a percentage of related gross product shipments, for the
remainder of fiscal 2003.

We recognize revenues from product shipments to customers that have
traditionally sold consumer entertainment PC software products in accordance
with the criteria of SFAS No. 48, "Revenue Recognition When the Right of Return
Exists," at the time of the sale based on the following: the selling price is
fixed at the date of sale, the buyer is obligated to pay us, title of the
product transfers to the buyer, the buyer has economic substance apart from us,
we do not have further obligations to assist the buyer in the resale of the
product, and the returns can be reasonably estimated at the time of sale. Title
passes to these customers either upon shipment of the product or receipt of the
product by these customers based on the terms of the sale transaction. Most of
our customers require shipping terms of FOB destination, which results in the
title to our product passing at the time when the customer actually receives our
product.

We recognize revenues for product shipments to customers that have not
traditionally sold consumer entertainment PC software products (primarily drug
store retailers and distributors) when our products actually sell through to the
end consumer at these retail locations and not at the time we ship our products
to these drug store retailers or distributors, or when the right of return no
longer exists for product shipments to a drug store retailer or distributor.
During fiscal 2002, we transitioned our direct distribution relationships with
drug store retailers to a licensing relationship with a third-party distributor,
United American Video ("UAV"), which assumes the responsibilities and costs of:
order processing and receivable collections, inventory production, distribution,
promotion and merchandising of our products to these drug store retailers. We
recognize licensing revenues, which are reflected in net sales, based upon
contractual royalty rates applied to the licenses' net sales of our software
titles during the reporting period.

Inventory Valuation

Our accounting policy for inventory valuation requires management to make
estimates and assumptions as to the recoverability of the carrying value of our
inventory that affect the reported value of inventory and cost of sales for any
reporting period. Differences may result in the valuation of our inventory at
the close of any reporting period and the amount reflected as cost of sales
during any reporting period, if management's judgments or estimates with respect
to provisions for the potential impairment of inventory value prove to be
insufficient or excessive based upon actual results. These differences, if
material, would significantly affect our operating results and financial
condition.

We are exposed to product obsolescence due to the relatively short product life
cycles (averaging six to twenty-four months) of our consumer entertainment PC
software products. From time to time, our competitors may introduce new
products, capabilities or technologies that have the potential to replace or
shorten the life cycles of our existing products, which would require us to
write-down the value of such inventory. Additionally, from time to time, we have
been subject to litigation or threatened litigation involving product content,
which has caused certain products to no longer be saleable. License agreements
with third-party software developers for product content may also expire before
such inventory has been sold. Although we attempt to accurately match production
requirements of our products to forecasted consumer demand, we may from time to
time produce an amount of inventory of a product that exceeds the eventual
consumer demand for such product, causing us to liquidate these excess
quantities of remaining inventory at close out prices to customers below the
carrying costs net of our provision for obsolescence. The adequacy of our
provision for inventory obsolescence is reviewed at the close of each reporting
period, and any adjustments (positive or negative) are recorded when deemed
necessary.



<PAGE>


Results of Operations

Three Months ended December 31, 2002 and 2001

Net Sales
---------
For the three months ended December 31, 2002, net sales decreased by $759,000,
or 28%, to $1,946,000 compared to $2,705,000 for the same quarter a year
earlier. The $759,000 decrease in net sales resulted from a $1,195,000 net
product sales decrease to North American non-traditional software customers, and
a $62,000 decrease in net product sales to international customers, which
decreases were partially offset by a $456,000 increase in net product sales to
North American traditional software customers and a $42,000 increase in
worldwide licensing revenues.

The following tables represent our net sales by distribution channel and by
major customer for the three months ended December 31, 2002 and 2001,
respectively:

                                Net Sales by Distribution Channel
<TABLE>
<CAPTION>

                                                                  Three Months ended
                                                       -----------------------------------------
                                                       December 31,    December 31,    Increase
Channel                                                    2002           2001        (Decrease)
------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>             <C>
North American traditional net product sales           $ 1,798,000     $ 1,342,000     $ 456,000
North American non-traditional net product sales             1,000       1,196,000    (1,195,000)
International net product sales                              2,000          64,000       (62,000)
Worldwide licensing revenues                               145,000         103,000        42,000
------------------------------------------------------------------------------------------------
Totals                                                 $ 1,946,000     $ 2,705,000    ($ 759,000)
                                                       ===========     ===========    ==========
</TABLE>


                                Net Sales by Major Customer

<TABLE>
<CAPTION>
                                                                  Three Months ended
                                                       -----------------------------------------
                                                       December 31,    December 31,    Increase
Customer                                                   2002           2001        (Decrease)
------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>           <C>
Infogrames, Inc.                                       $ 1,066,000       $ 836,000     $ 230,000
CompUSA                                                    210,000          54,000       156,000
Walgreen Company                                             - 0 -         582,000      (582,000)
Rite Aid Corporation                                         - 0 -         297,000      (297,000)
Various inventory liquidation customers                     68,000          83,000       (15,000)
All other customers                                        602,000         853,000      (251,000)
------------------------------------------------------------------------------------------------
Totals                                                 $ 1,946,000     $ 2,705,000    ($ 759,000)
                                                       ===========     ===========    ===========
</TABLE>

The $456,000 net product sales increase to North American traditional software
customers resulted primarily from net sales increases to Infogrames and CompUSA
of $230,000 and $156,000, respectively. During the three months ended December
31 2002, we were able to increase, compared to the same period a year ago, the
number of retail facings (designated positions for our software titles within a
retailer's shelf space) at mass-merchant and specialty retailers such as
Wal-Mart, K-Mart, Target and Best Buy, as well as PC software retailers like
CompUSA. Product distribution to these customers, which have historically been
successful in merchandising consumer entertainment PC software, improved as a
result of our increased sales focus on these retailers combined with previous
product sell-through results.

For the three months ended December 31, 2002, net product sales to North
American third-party distributors represented 71% of net sales, compared to 39%
of net sales during the same period a year ago. For the foreseeable future, we
expect to continue selling the majority of our products through third-party
distributors, such as Infogrames, as opposed to direct-to-store distribution to
retailers, which usually include higher order fulfillment costs related to EDI
<PAGE>

order processing and other additional costs associated with direct-to-store
shipments. In addition, many mass-market retailers such as Wal-Mart will not
purchase PC software products directly from us, and require us to distribute our
products through one of their approved distributors (such as Infogrames).

During the three months ended December 31, 2002, two major customers, Infogrames
and CompUSA, accounted for 55% and 11%, respectively, of net sales, compared to
the three months ended December 31, 2001, when three major customers,
Infogrames, Walgreen Company and Rite Aid Corporation, accounted for 31%, 22%
and 11% of net sales, respectively. For the remainder of fiscal 2003, we
anticipate net product sales to Infogrames will continue to represent greater
than 50% of our net sales.

The $1,195,000 net product sales decrease to North American non-traditional
software customers resulted primarily from net sales decreases to the Walgreen
Company and Rite Aid Corporation of $582,000 and $297,000, respectively. During
the three months ended December 31, 2002, we did not recognize any revenue
attributable to either of these two drug store retailers. This resulted from our
decision in fiscal 2002 to stop distributing products directly to these
retailers in our attempt to focus on higher margin sales to retailers having a
history of successfully merchandising value-priced consumer entertainment PC
software. During the three months ended December 31, 2001, we recognized revenue
attributable to these two drug store retailers based upon reported product
sell-through results to consumers at these retailers' store locations.

During the fourth quarter of fiscal 2002, we transitioned our direct
distribution relationships with drug store retailers to a higher-margin
licensing agreement with United American Video ("UAV"). Through this agreement,
we earn licensing revenues based on contractual royalty rates applied to UAV's
net sales during each reporting period from product shipments of eGames software
titles that UAV has manufactured. UAV incurs all production, sales, distribution
and fulfillment costs related to the sales of eGames software titles to these
retailers. During the three months ended December 31, 2001, we recognized
$249,000 in net product sales relating to shipments of physical products to UAV,
which amount is reflected within net product sales to North American
non-traditional software customers for that period. During fiscal 2003, we
anticipate that the majority of our net sales generated at North American
non-traditional software retail locations will be through our licensing
agreement with UAV. We believe that this relationship will continue to cause our
net sales to North American non-traditional software customers to decrease
significantly, on a comparative basis to prior year periods, but should enable
us to earn higher profit margins on these licensing revenues compared to our
historically low margins on product sales to drug store retailers, as long as
UAV continues to successfully sell our products and pay the royalties due on
such sales within the terms of the licensing agreement.

The $62,000 decrease in international net product sales resulted from our
transition to higher margin licensing distribution agreements covering non-North
American territories from lower margin physical product distribution agreements
within these markets. As a result, our international net product sales
represented less than 1% of net sales for the three months ended December 31,
2002 compared to 2% of net sales during the three months ended December 31,
2001. For the remainder of fiscal 2003, we anticipate that international net
product sales will represent less than 1% of net sales.

The $42,000 increase in worldwide licensing revenues was comprised of a $51,000
revenue increase associated with our primary North American licensee, (UAV), and
our German licensee, (Rondomedia), who have both achieved favorable sales growth
in their respective markets. This increase was partially offset by a $9,000
decrease in licensing revenues related to all other covered territories, and in
particular in the United Kingdom and other European territories. During the
three months ended December 31, 2002, worldwide licensing revenues accounted for
8% of net sales compared to 4% of net sales for the comparable quarter a year
ago. Based on current trends, and in particular the anticipated continued
decrease in licensing revenues from product sales in the United Kingdom and
other key territories, we expect worldwide licensing revenues to represent from
5% to 7% of net sales for the remainder of fiscal 2003.

During fiscal 2003, we have continued supporting various programs designed to
increase net sales of our products over the Internet, including: improving our
electronic distribution capabilities by further developing our affiliation with
Digital River, a leading distributor of digital software over the Internet and
certain of their promotional customers; continuously updating and improving our
websites; and adding an on-line registration feature to our retail products,
which is designed to increase our database of registered users who are
<PAGE>

interested in receiving promotional offers about our products and drive
additional consumer traffic to our website. Internet net sales accounted for 3%
of net sales for the three months ended December 31, 2002 and 2001, and we
anticipate this percentage remaining relatively constant for the remainder of
fiscal 2003.

Cost of Sales
-------------
Cost of sales for the three months ended December 31, 2002 were $741,000
compared to $1,376,000 for the three months ended December 31, 2001,
representing a decrease of $635,000 or 46%. This cost of sales decrease was
caused by decreases of:

     o   $340,000 in product costs,
     o   $99,000 in reclamation costs associated with product returns,
     o   $80,000 in royalty costs,
     o   $47,000 in provision for inventory obsolescence,
     o   $38,000 in freight costs, and
     o   $31,000 in other cost of sales.

The $340,000 decrease in product costs was caused primarily by the overall net
sales decrease from the prior year period. Product costs also decreased because
we discontinued distributing low margin third-party software products to drug
store retailers that had required these titles to be part of promotional
displays also containing our software products.

The $99,000 decrease in reclamation costs, (processing costs charged by drug
store retailers and third-party warehouse vendors when products are returned to
us), resulted from our decision to discontinue distributing software products to
drug store retailers with whom we had previously experienced high product return
rates. We believe that reclamation costs will remain at these reduced levels for
the foreseeable future as we continue to focus on distributing our products to
traditional software retailers and distributors, from whom we continue to
experience lower product return rates.

The $80,000 decrease in royalty costs was caused by the decrease in net sales,
which was partially offset by a slightly higher average royalty rate associated
with net sales of newly acquired titles. We anticipate royalty rates for new
products to continue rising for the foreseeable future as competition for a
limited amount of quality content continues to increase.

The $47,000 decrease in the provision for inventory obsolescence also resulted
from our decision to discontinue distributing software products to drug store
retailers. During fiscal 2002, our products did not sell through to consumers at
drug store retailers at the rates we had anticipated. Much of the product costs
associated with products returned from these drug store retailers had to be
scrapped due to the short product life cycle of this inventory combined with the
extended period of time it took these retailers to return products to us. During
fiscal 2003, we have not experienced the same high level of inventory
obsolescence that occurred in fiscal 2002. We believe the primary reason for
this cost improvement is our focus on increasing product distribution to
traditional software retailers and distributors servicing such retailers, where
our products remain on the retailers' store shelves longer and product
sell-through results to consumers have historically been better than we
experienced with drug store retailers. Additionally during fiscal 2003, in order
to reduce working capital requirements and to conserve cash, we have maintained
tighter inventory levels (reduced number of active titles and reduced on hand
quantities per title), which has also reduced the potential for overproducing
inventory stock that would possibly have to be scrapped.

The $38,000 decrease in freight costs was due to the overall reduction in
product shipments combined with product shipments now being made to a more
concentrated group of retail and distribution customer locations. Additionally,
fiscal 2003 freight costs continue to benefit from the reduction in product
returns largely attributable to our fiscal 2002 decision to discontinue
distributing software products to drug store retailers.

The $31,000 decrease in other cost of sales related primarily to the reduction
in stickering, assembling and handling costs associated with our discontinued
product distribution to drug store retailers.



<PAGE>


Gross Profit Margin
-------------------
Our gross profit margin for three months ended December 31, 2002 increased to
61.9% of net sales from 49.1% of net sales for three months ended December 31,
2001. This 12.8% increase in gross profit margin was caused by cost decreases,
as a percentage of net sales, as follows:

     o   6.7%  in product costs,
     o   3.6%  in reclamation costs associated with product returns,
     o   1.8%  in provision for inventory obsolescence,
     o   0.6%  in freight costs, and
     o   0.5%  in other cost of sales.

These costs decreases were partially offset by a 0.4% increase, as a percentage
of net sales, in royalty costs due to higher royalty rates being paid to
software developers on newly released titles.

In particular, the 6.7% decrease in product costs, as a percentage of net sales,
was caused by:

     o   Increased distribution of higher-priced consumer entertainment PC
         gaming software titles,
     o   Discontinuation of low margin sales of third-party publisher software
         titles to drug store customers, and
     o   Decreased low margin inventory liquidation sales of end-of-lifecycle
         software products.

The reasons for the percentage of net sales decreases in reclamation, freight,
inventory obsolescence and other cost of sales, and the increase in royalty
costs are discussed under "Cost of Sales," above.

Our gross profit margin continued to benefit from our decision to discontinue
distributing products directly to drug store retailers. Based on our business
model of servicing, primarily through third-party distributors, a more
concentrated group of mass-merchant, specialty and PC software retailers, and
assuming that our existing overall product sell-through to consumers and product
return rates from customers remain at current levels, we believe that our fiscal
2003 gross profit margin should range between 55% to 60%. Factors continuing to
potentially impact our fiscal 2003 gross profit margin are, among other things:

     o   Controlling the manufacturing and distribution costs of our titles,
     o   Consumer acceptance of our higher-priced PC game software titles,
     o   Third-party licensees' success in distributing our titles to
         international customers and drug store retailers,
     o   Establishing successful titles at higher retail price points to
         compensate for developer royalty rate increases,
     o   Inventory liquidation sales yielding below normal profit margins needed
         to support cash requirements, and
     o   Price markdowns and other consumer and retailer incentives to improve
         product sell-through to consumers.

Operating Expenses
------------------
Product development expenses for the three months ended December 31, 2002 were
$102,000 compared to $90,000 for the three months ended December 31, 2001, an
increase of $12,000 or 13%. This $12,000 cost increase resulted from a $16,000
increase in the employee bonus accrual, which was partially offset by $4,000 in
other cost savings continuing to be achieved as a result of last year's
liquidity initiatives.

Selling, general and administrative expenses for the three months ended December
31, 2002 were $649,000 compared to $715,000 for three months ended December 31,
2001, a decrease of $66,000 or 9%. As a result of various cost saving
initiatives we implemented during fiscal 2002, we continue to achieve cost
savings in various categories, the primary ones being:

     o   $129,000  in marketing promotional expenses,
     o   $30,000   in cash discount expense,
     o   $16,000   in legal and accounting expenses, and
     o   $7,000    in other selling, general and administrative expenses.



<PAGE>


These cost decreases were partially offset by cost increases of:

     o   $88,000   in salary related costs, and
     o   $28,000   in stock compensation expense related to the valuation of
                   stock options and warrants.

The $129,000 decrease in marketing promotional expenses resulted primarily from
our decision to discontinue distributing software products directly to drug
store retailers. Previously, we had incurred significant merchandising, display
and other promotional costs in order to support our Store-in-a-Store
distribution strategy with drug store retailers. For the remainder of fiscal
2003, we anticipate that our marketing promotional expenses will continue to
trend lower compared to prior year periods.

The $30,000 decrease in cash discount expense was caused by us not continuing to
experience the 2% to 3% in cash discounts required by drug store retailers
associated with their receivable payments.

The $16,000 decrease in legal and accounting expenses resulted from reduced
litigation issues and decreased accounting fees compared to the prior year
period.

The $88,000 increase in salary related costs resulted from increases in employee
bonus, independent representative commissions and other costs of $66,000,
$19,000 and $3,000, respectively. We believe that we have now structured our
employee workforce to a level that most effectively supports our projected
operations for the foreseeable future, and we do not anticipate a significant
change in the number of employees during the remainder of fiscal 2003.

The $28,000 increase in stock compensation expense related to the monthly
straight-line expensing over the vesting periods of the value assigned to both
the warrant issued to Fleet Bank during fiscal 2002, and to the stock options
granted to employees during the first quarter of fiscal 2003. As of July 1,
2002, we adopted within our financial statements the provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," by applying the fair value method for
stock option grants made on or after that date.

Interest Expense, Net
---------------------
Net interest expense for the three months ended December 31, 2002 was $12,000
compared to $42,000 for the three months ended December 31, 2001, a decrease of
$30,000. This $30,000 decrease was due to the decrease in the average
outstanding balance of our bank debt, carrying a floating interest rate of prime
plus 3%, in addition to the decrease in the average prime rate being charged
during the current period on a comparative basis.

Provision for Income Taxes
--------------------------
We had no provision for income taxes for the three months ended December 31,
2002 and 2001. We did not record any provision for income taxes due to the
anticipated utilization of net operating loss carry-forwards from prior periods.

Net Income
----------
As a result of the factors discussed above, our net income for the three months
ended December 31, 2002 was $442,000 compared to a $481,000 for the same period
a year earlier, a decrease in net income of $39,000.

Weighted Average Common Shares

The weighted average common shares outstanding on a diluted basis increased by
535,797 for the three months ended December 31, 2002 to 10,525,134 from
9,989,337 for the three months ended December 31, 2001. The current period's
increase in the diluted basis calculation of weighted average common shares
resulted from additional common stock equivalents ("CSE's"), compared to the
same period last year. The diluted basis calculation for the three months ended
December 31, 2001, excluded common stock equivalents due to their anti-dilutive
impact caused by no CSE's being "in the money" or having an exercise price less
than the average price of the Company's stock during that period.



<PAGE>


Results of Operations

Six Months ended December 31, 2002 and 2001

Net Sales
---------
For the six months ended December 31, 2002, net sales decreased by $456,000, or
11%, to $3,805,000 compared to $4,261,000 for the same period a year ago. The
$456,000 decrease in net sales resulted from a $1,684,000 net product sales
decrease to North American non-traditional software customers, and a $105,000
decrease in net product sales to international customers, which decreases were
partially offset by a $1,244,000 increase in net product sales to North American
traditional software customers and an $89,000 increase in worldwide licensing
revenues. Additionally, net sales benefited by $81,000 from agreements entered
into during the six months ended December 31, 2002 with two customers to
finalize their respective sales return allowances.

The following tables represent our net sales by distribution channel and by
major customer for the six months ended December 31, 2002 and 2001,
respectively:

                                Net Sales by Distribution Channel
<TABLE>
<CAPTION>

                                                                    Six Months ended
                                                       -----------------------------------------
                                                       December 31,    December 31,    Increase
Channel                                                    2002           2001        (Decrease)
------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>           <C>
North American traditional net product sales           $ 3,476,000     $ 2,232,000   $ 1,244,000
North American non-traditional net product sales            73,000       1,757,000    (1,684,000)
International net product sales                              5,000         110,000      (105,000)
Worldwide licensing revenues                               251,000         162,000        89,000
------------------------------------------------------------------------------------------------
Totals                                                 $ 3,805,000     $ 4,261,000   ($ 456,000)
                                                       ===========     ===========   ===========
</TABLE>


                                Net Sales by Major Customer
<TABLE>
<CAPTION>

                                                                    Six Months ended
                                                       -----------------------------------------
                                                       December 31,    December 31,    Increase
Customer                                                   2002           2001        (Decrease)
------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>             <C>
Infogrames, Inc.                                       $ 2,058,000     $ 1,192,000     $ 866,000
CompUSA                                                    277,000          57,000       220,000
Walgreen Company                                             - 0 -         954,000      (954,000)
Rite Aid Corporation                                         - 0 -         397,000      (397,000)
Various inventory liquidation customers                    301,000         413,000      (112,000)
All other customers                                      1,169,000       1,248,000       (79,000)
------------------------------------------------------------------------------------------------
Totals                                                 $ 3,805,000     $ 4,261,000    ($ 456,000)
                                                       ===========     ===========    ==========
</TABLE>

The $1,244,000 net product sales increase to North American traditional software
customers resulted primarily from net sales increases to Infogrames and CompUSA
of $866,000 and $220,000, respectively. During the six months ended December 31
2002, we continued to increase, compared to the same period a year ago, our
product distribution at certain mass-merchant and specialty retailers such as
Wal-Mart, K-Mart, Target and Best Buy, as well as PC software retailers like
CompUSA. Partially offsetting the net sales increase to traditional software
customers during this period was the $112,000 decrease in net sales of
end-of-lifecycle products to various inventory liquidation customers compared to
the same period a year earlier.

For the six months ended December 31, 2002, net product sales to North American
third-party distributors represented 70% of net sales, compared to 45% of net
sales during the same period a year earlier. For the foreseeable future, we
expect to continue selling the majority of our products through third-party
<PAGE>

distributors, such as Infogrames, as opposed to direct-to-store distribution to
retailers, which usually include higher order fulfillment costs.

During the six months ended December 31, 2002, one major customer, Infogrames,
accounted for 54% of net sales, compared to the six months ended December 31,
2001, when two major customers, Infogrames and Walgreen Company, accounted for
28% and 22% of net sales, respectively. For the remainder of fiscal 2003, we
anticipate that net product sales to Infogrames will continue to represent
greater than 50% of our net sales.

The $1,684,000 net product sales decrease to North American non-traditional
software customers resulted primarily from net sales decreases to the Walgreen
Company and Rite Aid Corporation of $954,000 and $397,000, respectively. During
the six months ended December 31, 2002, we did not recognize any revenue
attributable to either of these two drug store retailers. This resulted from our
decision in fiscal 2002 to stop distributing products directly to these
retailers in our attempt to focus on higher margin sales to retailers having a
history of successfully merchandising value-priced consumer entertainment PC
software. During the six months ended December 31, 2001, we recognized revenue
attributable to these two drug store retailers based upon reported product
sell-through results to consumers at these retailers' store locations.

During the fourth quarter of fiscal 2002, we transitioned our prior direct
distribution relationships with drug store retailers to a higher-margin
licensing agreement with UAV. Through this agreement, we earn licensing revenues
based on contractual royalty rates applied to UAV's net sales during a reporting
period from product shipments of eGames software titles that UAV has
manufactured. During the six months ended December 31, 2001, we recognized
$317,000 in net product sales relating to shipments of physical products to UAV,
which amount is reflected within net product sales to North American
non-traditional software customers during that period. During fiscal 2003, the
majority of our net sales generated at North American non-traditional software
retail locations will be through our licensing agreement with UAV. We believe
that this relationship will continue to cause our net sales to North American
non-traditional software customers to decrease significantly, on a comparative
basis to prior year periods, but should enable us to earn higher profit margins
on these licensing revenues compared to our historically low margins on product
sales to drug store retailers, as long as UAV continues to successfully sell our
products and pay the royalties due on such sales within the terms of the
licensing agreement.

The $105,000 decrease in international net product sales resulted from our
transition to higher margin licensing distribution agreements covering non-North
American territories from lower margin physical product distribution agreements
within these markets. As a result, our international net product sales
represented less than 1% of net sales for the six months ended December 31, 2002
compared to 3% of net sales during the six months ended December 31, 2001. For
the remainder of fiscal 2003, we anticipate that international net product sales
will represent less than 1% of net sales.

The $89,000 increase in worldwide licensing revenues resulted from the $81,000
revenue increase associated with our primary North American licensee (UAV) and
our German licensee (Rondomedia). During the six months ended December 31, 2002,
worldwide licensing revenues accounted for 7% of net sales compared to 4% of net
sales for the comparable prior year's six month period. Based on current trends,
and in particular the anticipated continued decrease in licensing revenues from
the United Kingdom and other key territories, we expect worldwide licensing
revenues to represent from 5% to 7% of net sales for the remainder of fiscal
2003.

During fiscal 2003, we have continued supporting various programs designed to
increase the net sales of our products over the Internet. Internet sales
accounted for 3% of net sales for the six months ended December 31, 2002 and
2001. We anticipate Internet sales, as a percentage of net sales, to remain
relatively constant for the remainder of fiscal 2003.


<PAGE>

Cost of Sales
-------------

Cost of sales for the six months ended December 31, 2002 were $1,621,000
compared to $2,334,000 for the six months ended December 31, 2001, representing
a decrease of $713,000 or 31%. This cost of sales decrease was caused by
decreases of:

     o   $424,000 in product costs,
     o   $139,000 in reclamation costs associated with product returns,
     o   $106,000 in provision for inventory obsolescence, and
     o   $52,000  in freight costs.

These cost of sale decreases were partially offset by increases of:
     o   $2,000   in royalty costs, and
     o   $6,000   in other cost of sales.

The $424,000 decrease in product costs was caused by the overall net sales
decrease and in particular, a decrease in low margin inventory liquidation sales
comprised of end-of-lifecycle software titles. Product costs also decreased
because we discontinued distributing low margin third-party software products to
drug store retailers that had required these titles to be part of promotional
displays also containing our software products.

The $139,000 decrease in reclamation costs, (processing costs charged by drug
store retailers and third-party warehouse vendors when products are returned to
us), resulted from our decision to discontinue distributing software products to
drug store retailers with whom we had previously experienced high product return
rates.

The $106,000 decrease in the provision for inventory obsolescence also resulted
from our decision to discontinue distributing software products to drug store
retailers. Much of the product costs associated with products returned from
these drug store retailers had to be scrapped due to the short product life
cycle of this inventory combined with the long length of time it took these
retailers to return products to us. Additionally during fiscal 2003, in order to
reduce working capital requirements and to conserve cash, we have maintained
tighter inventory levels (reduced number of active titles and reduced on hand
quantities per title), which has also reduced the potential for overproducing
inventory stock that would possibly have to be scrapped.

The $52,000 decrease in freight costs was due to the overall reduction in
product shipments combined with an increase in cost effective product shipments
to a more concentrated group of retail and distribution customer warehouses.
Additionally, fiscal 2003 freight costs continue to benefit from the reduction
in product returns largely attributable to our fiscal 2002 decision to stop
distributing software products to drug store retailers.

Gross Profit Margin
-------------------
Our gross profit margin for the six months ended December 31, 2002 increased to
57.4% of net sales from 45.2% of net sales for the six months ended December 31,
2001. Reflected within the percentages discussed below, our gross profit margin
benefited by 0.9%, as a percentage of net sales, from agreements entered into
during the six months ended December 31, 2002 with two previous customers to
finalize their respective sales return allowances.

The 12.2% increase in gross profit margin was caused by cost decreases, as a
percentage of net sales, as follows:

     o   7.4%  in product costs,
     o   3.2%  in reclamation costs associated with product returns,
     o   2.4%  in provision for inventory obsolescence, and
     o   0.9%  in freight costs.

These cost of sales percentage decreases were partially offset by increases, as
a percentage of net sales, of:

     o   1.3%  in royalty costs of due to higher royalty rates being paid to
               software developers, and
     o   0.4%  in other cost of sales.


<PAGE>

The 7.4% decrease in product costs, as a percentage of net sales, was caused by:

     o   Increased distribution of higher-priced consumer entertainment PC
         gaming software titles,
     o   Discontinuation of low margin sales of third-party publisher software
         titles to drug store customers, and
     o   Decreased low margin inventory liquidation sales of end-of-lifecycle
         software products.

The reasons for the percentage of net sales decreases in reclamation, freight,
and inventory obsolescence costs, and the increases in royalty costs and other
cost of sales are discussed under "Cost of Sales," above.

Operating Expenses
------------------
Product development expenses for the six months ended December 31, 2002 were
$205,000 compared to $221,000 for the six months ended December 31, 2001, a
decrease of $16,000 or 7%. This $16,000 decrease resulted from a reduced number
of employees compared to the same period a year ago.

Selling, general and administrative expenses for the six months ended December
31, 2002 were $1,294,000 compared to $1,535,000 for six months ended December
31, 2001, a decrease of $241,000 or 16%. As a result of various cost saving
initiatives we implemented during fiscal 2002, we continue to achieve cost
savings in various categories. The primary cost reductions were:

     o   $197,000  in marketing promotional expenses,
     o   $64,000   in cash discount expense,
     o   $52,000   in depreciation and amortization expense,
     o   $32,000   in bad debt expense, and
     o   $28,000   in building rent expense.

These cost decreases were partially offset by cost increases of:

     o   $70,000   in salary related costs, and
     o   $62,000   in stock compensation expense related to the valuation of
                   stock options and warrants.

The $197,000 decrease in marketing promotional expenses resulted primarily from
our decision to discontinue distributing software products directly to drug
store retailers.

The $64,000 decrease in cash discount expense was caused by us not continuing to
experience the 2% to 3% in cash discounts required by drug store retailers
associated with their receivable payments.

The $52,000 decrease in depreciation and amortization expense resulted from not
replacing aging assets at historical rates in an effort to conserve cash. For
the remainder of fiscal 2003, equipment expenditures are anticipated to be
primarily associated with upgrading our internal computer network systems.

The $32,000 decrease in bad debt expense related to the improved quality of our
accounts receivable, resulting from the increased concentration in our customer
base of large North American retailers and distributors. This cost improvement
was partially offset by an increased bad debt provision related to the
receivable with one of our international licensees due to their increasing
inability to maintain compliance with the payment terms of our licensing
agreement.

The $28,000 decrease in building rent expense occurred as a result of the 50%
reduction in our rented office space effected during fiscal 2002.

The $70,000 increase in salary related costs resulted from a $105,000 increase
in accrued employee bonus expense, which was partially offset by $35,000 in
other salary related savings. We believe that we have now structured our
employee workforce to a level that most effectively supports our projected
operations for the foreseeable future, and we do not anticipate a significant
decrease or increase in the number of employees during the remainder of fiscal
2003.

The $62,000 increase in stock compensation expense related to the monthly
straight-line expensing over the vesting periods of the value assigned to both
the warrant issued to Fleet Bank during fiscal 2002 and to the stock options
granted to employees during the first six months of fiscal 2003. As of July 1,
2002, we adopted within our financial statements the provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," by applying the fair value method for
stock option grants made on or after that date.


<PAGE>

Interest Expense, Net
---------------------
Net interest expense for the six months ended December 31, 2002 was $30,000
compared to $73,000 for the six months ended December 31, 2001, a decrease of
$43,000. This $43,000 decrease was due to the decrease in the average
outstanding balance of our bank debt, carrying a floating interest rate of prime
plus 3%, in addition to the decrease in the average prime rate being charged
during the current period on a comparative basis.

Provision for Income Taxes
--------------------------
We had no provision for income taxes for the six months ended December 31, 2002
compared to a $1,000 provision for income taxes for the six months ended
December 31, 2001. During fiscal 2003, we did not record any provision for
income taxes due to the anticipated utilization of net operating loss
carry-forwards from prior periods.

Net Income
----------
As a result of the factors discussed above, and in part to our agreements with
two customers that benefited the current period's financial results by $81,000,
our net income for the six months ended December 31, 2002 was $655,000 compared
to a $98,000 for the same period a year earlier, an increase in net income of
$557,000.

Weighted Average Common Shares

The weighted average common shares outstanding on a diluted basis increased by
428,102 for the six months ended December 31, 2002 to 10,417,439 from 9,989,337
for the six months ended December 31, 2001. The current period's increase in the
diluted basis calculation of weighted average common shares resulted from
additional common stock equivalents ("CSE's"), compared to the same period last
year. The diluted basis calculation for the six months ended December 31, 2001,
excluded common stock equivalents due to their anti-dilutive impact caused by no
CSE's being "in the money" or having an exercise price less than the average
price of the Company's stock during that period.

Liquidity and Capital Resources

At December 31, 2002, we had $779,000 in working capital and $817,000 in
stockholders' equity, compared to $94,000 in working capital and $99,000 in
stockholders' equity at June 30, 2002.

At December 31, 2002, we had $644,000 in cash compared to $700,000 at June
30, 2002. This $56,000 decrease in cash resulted from $453,000 in net cash used
in financing activities and $4,000 in net cash used in investing activities,
which cash uses were partially offset by $401,000 in net cash provided by
operating activities.

For the six months ended December 31, 2002, net cash provided by operating
activities was $401,000 compared to net cash provided by operating activities of
$850,000 for the six months ended December 31, 2001. The $401,000 net cash
provided by operating activities during the current period was caused by cash
sources of:

     o   $655,000    in net income,
     o   $718,000    in provision for product returns, price markdowns, bad
                     debts and inventory obsolescence,
     o   $296,000    from an increase in accounts payable,
     o   $84,000     in depreciation, amortization and other non-cash items, and
     o   $56,000     from a decrease in prepaid and other expenses.

Partially offsetting these cash sources were cash uses of:

     o   $1,107,000  in increased accounts receivable,
     o   $162,000    in increased inventory, combined with
     o   $139,000    in decreased accrued expenses.

For the six months ended December 31, 2002, net cash used in investing
activities was $4,000 compared to $21,000 in net cash used in investing
activities for the six months ended December 31, 2001. Other than additional
upgrades to our computer network's hardware and software, we do not anticipate a
material amount of investing activities for the remainder of fiscal 2003.
<PAGE>

For the six months ended December 31, 2002, net cash used in financing
activities was $453,000 compared to net cash used in financing activities of
$219,000 for the six months ended December 31, 2001. The $453,000 net cash used
in financing activities for the current period resulted from $420,000 in
repayments of bank debt and $33,000 in repayments of a note payable.

During the six months ended December 31, 2002 and 2001, we financed our
Directors and Officers Liability and Employment Practice Liability insurance
policies with a third-party financing company, and recorded $69,000 and $47,000
in related insurance expense and made related payments of $130,000 and $54,000,
respectively. On August 1, 2002, we obtained one-year replacement policies for
this insurance coverage for a total cost of $145,000 (premium cost of $143,000
plus interest cost of $2,000). The financing terms required us to pay this full
amount by February 1, 2003. As of February 12, 2003, we had repaid the
outstanding balance under this financing arrangement.

On July 23, 2001, Fleet Bank (the "Bank") notified us that due to our violation
of the financial covenants under our credit facility as of June 30, 2001, and
the material adverse changes in our financial condition, the Bank would no
longer continue to fund the $2,000,000 credit facility.

On November 2, 2001, we entered into an agreement with the Bank to pay off the
credit facility's outstanding balance of $1,400,000 over a twenty-two month
period. The agreement also provided that, despite our defaults under the loan
documents, the Bank would not enforce their rights and remedies under the loan
documents as long as we remained in compliance with the terms of the agreement.
The agreement provided that the remaining outstanding balance owed under the
credit facility was to be repaid by July 31, 2003 in monthly installments, with
interest at the prime rate plus three percent. On January 16, 2003, we repaid
the remaining $420,000 principal balance outstanding on this term loan with the
Bank, which is further discussed below and in Note 14 "Subsequent Event - Bank
Debt" of the Notes to Financial Statements.

As part of the forbearance agreement, we issued a warrant to the Bank for the
purchase of 750,000 shares of our common stock. The warrant was exercisable
until October 31, 2006 at an exercise price of $0.09 per share, and a separate
registration rights agreement provided that the Bank had demand registration
rights that began on November 1, 2002. The original $45,000 value of these
warrants was determined by using the Black-Scholes valuation model and was
expensed at a monthly rate of $3,750 on a straight-line basis over the warrants'
one-year vesting period from October 1, 2001 through September 30, 2002.

Subsequent Event - Bank Debt:
-----------------------------
On January 16, 2003, we repaid the remaining $420,000 principal balance
outstanding on our term loan ("Bank Debt") with the Bank, together with accrued
interest, in full satisfaction of all obligations under the November 2, 2001
forbearance agreement. Additionally on January 16, 2003, we redeemed from the
Bank the warrant associated with the forbearance agreement for $50,000. This
$50,000 payment represented a $5,000 increase over the original $45,000 value
previously recorded and accordingly this $5,000 in additional value was expensed
during the three months ended December 31, 2002.

Liquidity Risk
--------------
Since the first quarter of fiscal 2002, we have not had access to a credit
facility, and have been dependent entirely on cash flow from operations to meet
our financial obligations. Our ability to achieve and maintain positive cash
flow is essential to our survival as a going concern. Our ability to do this
depends upon a variety of factors, including the timeliness and success of the
collection of outstanding accounts receivable, the creditworthiness of the
primary distributors and retail customers of our products, the development and
sell-through of our products to consumers, and the costs of developing,
producing and marketing such products. We believe that our projected cash and
working capital balances may be sufficient to fund our operations through June
30, 2003, but there are significant challenges that we will need to successfully
manage in order to be able to fund our operations through that period of time
and beyond. These challenges include, but are not limited to: agreeing to and
maintaining acceptable payment terms with our vendors; and maintaining an
acceptable speed of our receivable collections from customers. Additionally,
there are market factors beyond our control that could also significantly affect
our operating cash flow. The most significant of these market factors is the
market acceptance and sell-through rates of our current products to consumers,
and the growth of the consumer entertainment PC software market. If any of our
software titles do not sell through to consumers at the rate anticipated, we
could be exposed to additional product returns and a lack of customer
replenishment orders for these products, which could severely reduce the
<PAGE>

accounts receivable that we would be able to collect from such retailers or
distributors of our products. As a result of these factors, we may not be able
to achieve or maintain positive cash flow. Outside financing to supplement our
cash flows from operations may not be available if and when we need it. Even if
such financing were available from a bank or other financing source, it may not
be on terms satisfactory to us because of the dilution it may cause or other
costs associated with such financing.


New Accounting Pronouncements

During fiscal 2002, we adopted Emerging Issues Task Force ("EITF") Issue 00-25,
"Vendor Income Statement Characterization of Consideration Paid to a Reseller of
the Vendor's Products", which requires that certain promotional costs, such as
slotting fees charged by retailers, be reclassified as reductions to net sales,
as opposed to being reflected as operating expenses. Accordingly, net sales
amounts for prior periods reflect the reclassification of expenses, such as
slotting fees, from selling, general and administrative expenses to a reduction
of net sales. For the three months ended December 31, 2002 and 2001, these
amounts were $48,000 and $11,000, respectively, and for the six months ended
December 31, 2002 and 2001, these amounts were $100,000 and $42,000,
respectively.

EITF Issue 00-25 was subsequently codified by EITF Issue 01-9, "Accounting for
Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products)". We do not expect any other recently issued accounting
pronouncements to have a significant impact on our results of operations,
financial position or cash flows.

FACTORS AFFECTING FUTURE PERFORMANCE

Risk Factors
------------
Our business is subject to many risks and uncertainties that could affect our
future financial performance. The following discussion highlights some of the
more important risks we have identified, but they may not be the only factors
that could affect future performance.

We sustained a significant loss during fiscal 2001, and achieved only minimal
net income in fiscal 2002 exclusive of the non-cash impact from fiscal 2002
agreements with two national drug store retailers. We began operations in July
1992, and experienced significant losses from inception through the end of
fiscal 1997. We earned approximately $253,000, $463,000 and $1,253,000 in fiscal
2000, 1999 and 1998, respectively, and in fiscal 2001, we sustained a net loss
of $5,933,000. Prior to fiscal 1998, we funded our operations mostly through
proceeds from our initial public offering of common stock in October 1995 and
through the sale of preferred stock in private offerings in November 1996, and
January and April 1997, in addition to proceeds from the exercise of various
common stock warrants and stock options. We have since funded our business
activities from cash generated from operations and bank borrowings. Currently,
we do not have access to any further bank borrowings.

Our net income in fiscal 2002 was $2,181,000. Excluding the non-cash impact from
our fiscal 2002 agreements with two national drug store retailers, our net
income in fiscal 2002 was only $76,000. Our accumulated deficit at June 30, 2002
was $9,768,000. Even though we achieved modest profitability in fiscal 2002,
given current market conditions in the United States in general, and the effects
from the significant loss we sustained in fiscal 2001, there can be no assurance
that we will be profitable in fiscal 2003. Our operations today continue to be
subject to all of the risks inherent in the operation of a small business, which
has liquidity problems in a highly competitive industry dominated by larger
competitors. These risks include, but are not limited to, development,
distribution and marketing difficulties, competition, and unanticipated costs
and expenses. Our future success will depend on our ability to be profitable in
the development, marketing and distribution of our current and future software
products.

We have experienced severe liquidity problems. On July 23, 2001, Fleet Bank (the
"Bank") notified us that due to our violation of the financial covenants under
our credit facility as of June 30, 2001, and the material adverse changes in our
financial condition, the Bank would no longer continue to fund the $2,000,000
credit facility. On November 2, 2001, we entered into a forbearance agreement
with the Bank to pay off the credit facility's outstanding balance of $1,400,000
over a twenty-two month period. The agreement also provided that, despite our
defaults under the loan documents, the Bank would not enforce their rights and
<PAGE>

remedies under the loan documents as long as we remained in compliance with the
terms of the agreement. The remaining outstanding balance owed under the credit
facility was to be repaid by July 31, 2003 in monthly installments, with
interest at the prime rate plus three percent.

On January 16, 2003, we repaid the remaining $420,000 principal balance
outstanding on our term loan with the Bank, together with accrued interest, in
full satisfaction of all obligations under the November 2, 2001 forbearance
agreement. Additionally on January 16, 2003, we redeemed from the Bank the
warrant associated with the forbearance agreement for $50,000.

While we are no longer carrying any bank debt, we also do not currently have
access to a credit facility. Our ability to continue operations requires us to
generate sufficient cash flow from operations to fund our business activities.
In the past we have experienced dramatic fluctuations in cash flows, so we
cannot be sure we will be able to continue achieving sufficient cash flows to
fund our operations.

We may need additional funds. Our capital requirements are currently funded from
the cash flow generated from product sales. If we are not able to achieve cash
flow from operations at a level sufficient to support our business activities,
we may require additional funds. Our current financial condition and our poor
financial performance in fiscal 2001 could adversely affect our ability to
obtain additional financing and could make us more vulnerable to industry
downturns and competitive pressures. Additionally, we may only be able to raise
needed funds on terms that would result in significant dilution or otherwise be
unfavorable to existing shareholders. Our inability to secure additional funding
when needed, or generate adequate funds from operations, would adversely impact
our long-term viability.

Our success depends on continued viable business relationships with key
distributors and retailers. Many of the largest mass-market retailers have
buying relationships with certain distributors, and these retailers often will
only buy consumer entertainment PC software from such distributors. Our
financial condition could be materially harmed if these distributors were
unwilling to distribute our products. Additionally, even if the distributors are
willing to purchase our products, distributors are frequently able to dictate
the price, timing and other terms on which we can distribute our products to
such retailers. We also may not be able to distribute our products directly to
key retailers on terms that we consider commercially acceptable. If we cannot
negotiate sales terms with these retailers that are commercially acceptable, we
may then choose to distribute our products to such retailers through a large
distributor, such as Infogrames, which would further concentrate our sales to
only a few large customers. Our inability to negotiate commercially viable
distribution relationships with significant retailers and distributors, or the
loss of, or significant reduction in sales to, any of our key distributors or
retailers, would adversely affect our business, operating results and financial
condition.

A significant part of our sales come from a limited number of customers. Due to
our decision during fiscal 2002 to discontinue selling our consumer
entertainment PC software products directly to drug store retailers and
distributors and to focus instead on selling our products to mass-merchant,
specialty and PC software retailers that have traditionally sold value-priced
consumer entertainment PC software, we now rely primarily on a concentrated
group of large customers. The majority of our current sales are to
mass-merchant, specialty and PC software retailers, and distributors serving
such retailers, and in particular to Infogrames. Infogrames is our primary North
American distributor that services the major mass-merchant retailers in North
America, such as Wal-Mart, K-Mart, Target, and Best Buy, among others. Our net
sales to Infogrames during the fiscal year ended June 30, 2002 were $2,311,000
and represented 21% of our total net sales. Excluding net sales to drug store
retailers and distributors, this $2,311,000 in net sales to Infogrames
represented 46% of our net sales. We anticipate that net sales to Infogrames may
represent greater than 50% of our total net sales during fiscal 2003.
Accordingly, we expect to continue depending upon a limited number of
significant customers, and in particular Infogrames, for the foreseeable future.

Most of our customers, including Infogrames, may terminate their relationship
with us at any time. In the event that we lose our distribution capability
through Infogrames or any of our other large customers, it would significantly
harm our financial condition and our ability to continue as a going concern.


<PAGE>

We may experience customer payment defaults and un-collectible accounts
receivable if our distributors' or retailers' businesses fail or if they
otherwise cannot pay us. Distributors and retailers in the consumer
entertainment PC software industry and in mass-market retail channels can and
have experienced significant fluctuations in their businesses and many of these
businesses have failed. These business failures have increased and may continue
to increase as a result of economic conditions in the United States. The
insolvency or business failure of any significant retailer or distributor of our
products would significantly harm our business, operating results and financial
condition. Our sales are typically made on credit, with terms that vary
depending upon the customer and the nature of the product. We do not hold
collateral to secure payment. We maintain an allowance for bad debts for
anticipated un-collectible accounts receivable which we believe to be adequate.
The actual allowance required for any one customer's account or on all of the
accounts receivable in total, may ultimately be greater than our allowance for
bad debts at any point in time. The failure to pay an outstanding receivable by
a significant customer would significantly harm our business, operating results
and financial condition.

Our customers have the right to return our products and to take price markdowns,
which could reduce our net sales and results of operations. Most of our customer
relationships allow for product returns and price markdowns. We establish
allowances for future product returns and price markdowns at the time of sale
for traditional software retail customers and distributors servicing such
retailers. These allowances are based on historical product return and price
markdown results with these types of customers, product sell-through information
and channel inventory reports supplied by these retailers and the distributors
that serve them, among other factors. Our sales to these customers are reported
net of product return and price markdown provisions. Actual product returns and
price markdowns could exceed these anticipated amounts, particularly for new
products released during the 2003 fiscal year that have higher price points than
our typical $9.99 jewel case products, which would negatively impact our future
results of operations.

Our operating results fluctuate from quarter to quarter, which makes our future
operating results uncertain and difficult to predict. Our quarterly operating
results have varied significantly in the past and will likely vary
significantly in the future depending on
numerous factors, many of which are not under our control. Fluctuations in
quarterly operating results will depend upon many factors including:

     o   seasonality of customer buying patterns;
     o   the size and rate of growth of the consumer entertainment PC software
         market;
     o   the demand for our typical value-priced and new higher-priced PC
         software products;
     o   product and price competition;
     o   the amount of product returns and price markdowns;
     o   the timing of our new product introductions and product enhancements
         and those of our competitors;
     o   the timing of major customer orders;
     o   product shipment delays;
     o   access to distribution channels;
     o   product defects and other quality problems;
     o   product life cycles;
     o   ability to accurately forecast inventory production requirements;
     o   international royalty rates and licensing revenues; and
     o   our ability to develop and market new products and control costs.

Products are usually shipped within days following the receipt of customer
orders so we typically operate with little or no backlog. Therefore, net sales
in any reporting period are usually dependent on orders booked, shipped and
received by our customers during that period.

We are exposed to seasonality in the purchases of our products. The consumer
entertainment PC software industry is highly seasonal, with sales typically
higher during the first and last calendar quarters (our second and third fiscal
quarters). This is due to increased demand for PC software games during and
immediately following the holiday buying season. Delays in product development
or manufacturing can affect the timing of the release of our products, causing
us to miss key selling periods such as the year-end holiday buying season. If we
miss product deliveries during these key selling periods, or if our products are
not ready for shipment to meet the holiday buying season, our net sales and
<PAGE>

operating results would be adversely affected. Additionally, if our products do
not adequately sell-in to our customers' retail locations or sell-through to
consumers at these retail locations during the holiday buying season, our
financial results for the entire fiscal year would be adversely affected.

The consumer entertainment software market is highly competitive and changes
rapidly. The market for consumer entertainment PC software is highly
competitive, particularly at the retail shelf level where a constantly
increasing number of software titles are competing for the same amount of shelf
space. Retailers have a limited amount of shelf space on which to display
consumer entertainment PC software products. There is intense competition among
consumer entertainment PC software publishers for shelf space and promotional
support from retailers. As the number of PC software titles continues to
increase, the competition for shelf space continues to intensify, resulting in
greater leverage for retailers and distributors in negotiating terms of sale,
including price discounts and product return policies. Also, our larger
competitors may have more leverage than us to negotiate more and
better-positioned shelf space than us. Our retail and distribution customers
have no long-term obligations to purchase our products, and may discontinue
purchasing our products at any time. If any of our large customers stopped
buying our products or significantly reduced their purchases, our sales would
significantly decrease.

Increased competition for acquiring the licensing rights to quality consumer
entertainment PC software content has compelled us to agree to make increasingly
higher advance royalty payments and, in some cases, to guarantee minimum royalty
payments to content licensors and PC software game developers. If the products
subject to these advances and minimums do not generate sufficient sales volumes
to recover these costs, our financial results would be negatively impacted.

Our present or future competitors may also develop products that are comparable
or superior to ours. Our competitors may offer higher quality products, lower
priced products or adapt more quickly than us to new technologies or evolving
customer requirements. Our competitors typically have more financial resources
to spend on marketing promotions, licensing recognizable brands, and advertising
efforts. Competition is expected to intensify. In order to be successful in the
future, we must be able to respond to technological changes, customer
requirements and competitors' current products and innovations. We may not be
able to compete effectively in this market, which would have an adverse effect
on our operating results and financial condition.

We depend on the market acceptance of our products, and these products typically
have relatively short product life cycles. The market for consumer entertainment
PC software has been characterized by shifts in consumer preferences and short
product life cycles. Consumer preferences for entertainment PC software products
are difficult to predict and few products achieve sustained market acceptance.
New products we introduce may not achieve any significant degree of market
acceptance, or the product life cycles may not be long enough for us to recover
advance royalties, development, marketing and other promotional costs. Also, if
a product does not sell-through to consumers at a rate satisfactory to our
retail or distribution customers, we could be forced to accept substantial
product returns or be required to issue additional price markdowns to maintain
our relationships with these distributors and retailers. We may also lose retail
shelf space if our products do not sell-through to consumers at satisfactory
rates. Failure of new products to achieve or sustain market acceptance or
product returns or price markdowns results in excess of our expectations would
adversely impact our business, operating results and financial condition.

We are vulnerable to rapid technological change that could make our products
less marketable. Frequent new product introductions and enhancements, rapid
technological developments, evolving industry standards and swift changes in
customer requirements characterize the market for our products. Our future
success depends on our ability to continue to quickly and efficiently develop
and introduce new products and enhance existing products to incorporate
technological advances and responses to customer requirements. If any of our
competitors introduce products more quickly than us, or if they introduce better
products than ours, then our business could be adversely affected. We may also
not be successful in developing and marketing new products or enhancements to
our existing products on a timely basis. Our new or enhanced products may not
adequately address the changing needs of the marketplace. From time to time, our
competitors may announce new products, capabilities or technologies that have
the potential to replace or shorten the life cycles of our existing products.
Announcements of currently planned or other new products by competitors may
cause customers to delay their purchasing decisions in anticipation of such
products, which could adversely affect our business, liquidity and operating
results. Additionally, technological advancements in computer operating systems
that cause our products to be obsolete or not to function as expected would
<PAGE>

adversely affect our financial results if product returns exceeded our reserves,
and inventory was deemed valueless (and exceeded our allowance for inventory
obsolescence).

Our common stock has experienced low trading volumes and other risks on the OTC
Bulletin Board. In April 2001, our common stock was delisted from the Nasdaq
SmallCap Market as a result of our failure to maintain a minimum bid price of
$1.00 over a period of 30 consecutive trading days. Our stock then began trading
on the OTC Bulletin Board under the existing symbol EGAM. In March 2002, our
common stock was not eligible to be traded on the OTC Bulletin Board because we
were not current with our reporting requirements under the Securities Exchange
Act of 1934, as amended (the "1934 Act"). In April 2002, our common stock was
again traded on the OTC Bulletin Board, when we became current with our 1934 Act
filings.

We may not be able to continue to maintain the trading of our stock on the OTC
Bulletin Board, which in calendar 2003 will implement listing standards and an
application approval requirement to transition to the new Bulletin Board
Exchange (BBX) trading system. The BBX trading system will also require listing
fees. Even if we are successful in maintaining trading of our stock on the OTC
Bulletin Board or the BBX, many stocks traded on the OTC Bulletin Board have
experienced extreme price and trading volume fluctuations. These fluctuations
are often unrelated or disproportionate to the operating performance of
individual companies. Our stock price may be adversely affected by such
fluctuations, regardless of our operating results. Additionally, many common
stocks traded on the OTC Bulletin Board are thinly traded, such as our common
stock, which would make it difficult to sell our stock. If we are not eligible
to list our common stock for trading on the BBX, our stock will then be traded
on the Pink Sheets, which may have even less trading volume potential and more
price fluctuations than the OTC Bulletin Board.

We have experienced increased regulation of our product content and features.
Due to the competitive environment in the consumer entertainment software
industry, we have and will continue to incorporate features into our products,
such as an Internet browser-like interface, advertising technology and on-line
consumer registration capabilities, to differentiate our products to retailers,
provide value-added features to consumers, and to potentially increase website
traffic and create new revenue streams based on advertising and promotional
opportunities. These features may not enhance the product's value, and in fact
such features may detract from a product's value if they are not accepted in the
marketplace or if new regulations governing the Internet and related
technologies are enacted which impact these features.

We may have difficulty protecting our intellectual property rights. We either
own or have licensed the rights to copyrights on our products, manuals,
advertising and other materials. We also hold trademark rights in our corporate
logo, and the names of the products owned or licensed by us. Our success depends
in part on our ability to protect our proprietary rights to the trademarks,
trade names and content used in our principal products. We rely on a combination
of copyrights, trademarks, trade secrets, confidentiality procedures and
contractual provisions to protect our proprietary rights. These initiatives to
protect our proprietary rights require us to use internal resources as well as
outside legal counsel. We may not have sufficient resources to adequately
protect our intellectual property rights, and our existing or future copyrights,
trademarks, trade secrets or other intellectual property rights may not be of
sufficient scope or strength to provide meaningful protection or commercial
advantage to us. Also, in selling our products, we rely on "click-through"
licenses that are not signed by licensees and, therefore, may be unenforceable
under the laws of certain jurisdictions. In addition, the laws of some foreign
countries do not protect our proprietary rights, as do the laws of the United
States. Our inability to sufficiently protect our intellectual property rights
would have an adverse effect on our business and operating results.

Policing unauthorized use of an easily duplicated and broadly disseminated
product such as computer software is very difficult. Software piracy is expected
to be a persistent problem for the software industry for the foreseeable future.
Software piracy is a much greater problem in certain international markets. If a
significant amount of unauthorized copying of our products were to occur, our
business, operating results and financial condition could be adversely affected.
<PAGE>

We may incur substantial expenses and be required to use our internal resources
to defend infringement claims, and settlements may not be favorable or
attainable. We may from time to time be notified that we are infringing on the
intellectual property rights of others. Combinations of content acquired through
past or future acquisitions and content licensed from third-party software
developers will create new products and technology that may give rise to claims
of infringement. In recent years, we have incurred significant defense costs and
utilized internal resources in defending trademark and copyright claims and
lawsuits. Other third parties may initiate infringement actions against us in
the future. Any future claims could result in substantial costs to us, and
diversion of our limited resources. If we are found to be infringing on the
rights of others, we may not be able to obtain licenses on acceptable terms or
at all, and significant damages for past infringement may be assessed, or
further litigation relating to any such licenses or usage may occur. Our failure
to obtain necessary licenses or other rights, or the commencement of litigation
arising from any such claims, could materially and adversely affect our
operating results.

We are exposed to the risk of product defects. Products we offer can contain
errors or defects. The PC hardware environment is characterized by a wide
variety of non-standard peripherals, such as sound and graphics cards, and
configurations that make pre-release testing for programming or compatibility
errors difficult and time-consuming. Despite the extensive testing performed by
our quality assurance personnel, new products or releases may contain errors
discovered after shipments have commenced, resulting in a loss of or delay in
market acceptance or widespread product recalls, which would adversely affect
our business, operating results and financial condition.

We depend on key management and technical personnel. Our success depends to a
significant degree on the continued efforts of our key management, marketing,
sales, product development and operational personnel. The loss of one or more
key employees could adversely affect our operating results. We also believe our
future success will depend in large part on our ability to attract and retain
highly skilled management, technical, marketing, sales, product development and
operational personnel. Competition for such personnel is intense, and, due to
our limited resources and size, we may not be successful in attracting and
retaining such personnel.

We may experience unique risks with our international revenues and distribution
efforts. International net revenues, including both product net sales and
licensing revenues, represented 4% of our net sales for the fiscal year ended
June 30, 2002, compared to 6% of our net sales for the fiscal year ended June
30, 2001. We anticipate that in fiscal 2003 our international business will
continue to be transacted primarily through third-party licensees, which is
subject to some risks that our domestic business is not, including: varying
regulatory requirements; difficulties in managing foreign distributors;
potentially adverse tax consequences; and difficulties in collecting delinquent
accounts receivable. Additionally, because our international business is
concentrated among a small number of third-party distributors, the business
failure of any one of these distributors, and the resulting inability to collect
outstanding licensing receivables, could have a material adverse effect on our
financial condition.


Item 3.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Within 90 days prior to
the date of this report, we carried out an evaluation, under the supervision and
with the participation of our Chief Executive Officer and Chief Financial
Officer (together, the "Certifying Officers"), of the effectiveness of our
disclosure controls and procedures (as defined in the Securities Exchange Act of
1934 Rules 13a-14(c) and 15-d-14(c)). Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that as of the date
of the evaluation, our disclosure controls and procedures were effective to
ensure that the information required to be disclosed in the reports that we file
or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect our
disclosure controls and procedures subsequent to their evaluation.





<PAGE>


Part II. Other Information

Item 4.  Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on December 4, 2002. At that
meeting, the following matters were acted upon, together with the number of
votes cast for, against or withheld as to such matter:

(i)  The election of the following directors:

                                            Votes Cast
                                            ----------
                                   For        Against      Abstain
     -------------------------------------------------------------

     Robert M. Aiken, Jr.       9,334,155      - 0 -       123,385
     Gerald W. Klein            9,393,055      - 0 -        64,485
     Thomas D. Parente          9,334,555      - 0 -       122,985
     Lambert C. Thom            8,567,855      - 0 -       889,685

(ii) Ratification of the appointment of Stockton Bates, LLP as the Company's
auditors for the fiscal year ending June 30, 2003:


                                            Votes Cast
                                            ----------
                                   For        Against      Abstain
     -------------------------------------------------------------
                                9,416,910     29,010        11,620


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit No.                      Description of Exhibit
-----------                      ----------------------

   99.1        Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   99.2        Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K

On January 17, 2003, the Company filed a report on Form 8-K regarding a press
release announcing it had entered into a Warrant Redemption Agreement with Fleet
Bank and the Company had repaid its term loan with Fleet Bank.

On January 30, 2003, the Company filed a report on Form 8-K regarding a press
release announcing its second quarter fiscal 2003 financial results.



<PAGE>


                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                  eGames, Inc.
                                  (Registrant)




Date: February 13, 2003                    /s/  Gerald W. Klein
      -----------------                    --------------------
                                           Gerald W. Klein, President, Chief
                                           Executive Officer and Director


Date: February 13, 2003                    /s/ Thomas W. Murphy
      -----------------                    --------------------
                                           Thomas W. Murphy, Chief Financial
                                           Officer and Chief Accounting Officer



<PAGE>


                                 CERTIFICATIONS

I, Gerald W. Klein, President and Chief Executive Officer, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of eGames, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect of
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  Certifying  Officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   Designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   Presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other Certifying Officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   All  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other Certifying Officer and I have indicated in this
          quarterly  report whether there were  significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.

Date: February 13, 2003

                                         /s/ Gerald W. Klein
                                         -------------------
                                         Gerald W. Klein
                                         President and Chief Executive Officer




<PAGE>


                                 CERTIFICATIONS

I, Thomas W. Murphy, Chief Financial Officer and Chief Accounting Officer,
certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of eGames, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect of
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  Certifying  Officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   Designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   Presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other Certifying Officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   All  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other Certifying Officer and I have indicated in this
          quarterly  report whether there were  significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.


Date: February 13, 2003

                                         /s/ Thomas W. Murphy
                                         --------------------
                                         Thomas W. Murphy
                                         Chief Financial Officer and Chief
                                         Accounting Officer



<PAGE>


                                                                   Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of eGames, Inc. (the "Company") on Form
10-QSB for the three and six months ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald
W. Klein, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     1.   The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities  Exchange Act of 1934; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


/s/ Gerald W. Klein
-------------------
Gerald W. Klein
President and Chief Executive Officer
February 13, 2003



<PAGE>


                                                                   Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of eGames, Inc. (the "Company") on Form
10-QSB for the three and six months ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas
W. Murphy, Chief Financial Officer and Chief Accounting Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     1.   The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


/s/ Thomas W. Murphy
--------------------
Thomas W. Murphy
Chief Financial Officer and Chief Accounting Officer
February 13, 2003