<PAGE>
                                    
                            Distribution Agreement

This Agreement (the "Agreement") is made as of the 1st day of May 1997 by and
between, RomTech, Inc., a Pennsylvania Corporation, (the "Manufacturer") with
it's principal place of business located at 2000 Cabot Boulevard, Suite 100,
Langhorne, Pensylvania 19047, Contact: John Baer and GT Interactive Software,
a Delaware Corporation (the "Distributor"), Value Products Division, with it's
principal place of business located at 2300 Berkshire Lane North, Plymouth,
Minnesota 55441, Contact: Timothy Stahl. In consideration of the promises and
covenants set forth below, the parties agree as follows:

For the purposes of this Agreement, the following terms shall have the
respective meanings indicated:

1.       The term "Product(s)" shall mean all computer software in the
         Addendum of this Agreement.
2.       The term "Reseller" shall mean any third party or entity to which
         Distributor markets any Products for re-marketing.
3.       Manufacturer grants to the Distributor and Distributor accepts from
         Manufacturer the right to exclusively distribute the Products and to
         market the Products to Resellers located in North America excluding 
         Micro Center and Frank Kasper and Associates.
4.       The initial term of this Agreement shall commence upon the date set
         forth above and shall continue for twelve months, unless earlier
         terminated as provided herein. The initial term of this Agreement
         shall be automatically renewed for successive one (1) year periods
         following expiration of the initial or any subsequent term of the
         Agreement.
5.       Distributor and Manufacturer will set quarterly objectives to be
         mutually agreed upon. Objectives will include, but not limited to,
         merchandising mechanisms, volumes, and specific retail distribution
         goals. Distributor agrees to support all new, mutually agreed upon
         products, with an initial order of 5000 units per title. Distributor
         and Manufacturer agree to conduct monthly forecast for uninterrupted
         supply of Products to Distributor's customers.
6.       Delivery of the Products shall be F.O.B. Distributor's warehouse.
         Transportation and handling charges for any of the Products shall be
         paid by the Manufacturer. Manufacturer will clearly ship products
         according to Distributors written instructions.
7.       On or after date of shipment, Manufacturer shall invoice Distributor
         for the purchase of any of the products sold to the Distributor. All
         amounts specified in any net invoice shall be paid by Distributor to
         the Manufacturer within (30) days from the date of receipt of the
         Products by the Distributor.
8.       It is understood by the Manufacturer and Distributor that only
         defective Product can he returned upon Manufacturer's authorization.


                                       1


<PAGE>


9.       The Manufacturer hereby represents and warrants that it has not
         entered into any agreements or commitments which are inconsistent
         with or in conflict with the rights granted to Distributor herein;
         the Products shall be free and clear of all liens and encumbrances,
         and the Products conform in all respects to the Product warranties.
         Manufacturer agrees that Distributor shall be entitled to pass
         through all warranties granted by Manufacturer under this Agreement.
         Manufacturer shall extend to Distributor the same warranties and
         indemnification with respect to Products purchased, as Manufacturer
         extends to its end-user customers. Neither party shall, under any
         circumstances, be liable to the other for consequential, incidental,
         indirect or special damages arising out of or related to this
         Agreement or the transactions contemplated herein, even if such party
         has been apprised of the likelihood of such damages occurring.
10.      Distributor shall have the right to utilize Manufacturer's trade name
         and any trademarks, service marks and advertising literature
         associated with the Products to identify the Products in advertising
         and promotional materials.
11.      Either party may terminate this Agreement not less than thirty (30)
         days after written notice.
12.      Wherever one party is required or permitted to give notice to the
         other pursuant to this Agreement, such notice shall be deemed given
         when delivered in hand, by facsimile, or when mailed by registered or
         certified mail, return receipt requested, postage paid, and addressed
         as follows:

                    Manufacturer:                         Distributor:
             RomTech, Inc.                           GT Interactive Software
             2000 Cabot Boulevard, Suite 110         2300 Berkshire Lane North
             Langhorne, Pa, 19047                    Plymouth, MN 55441
             Attn: John Baer                         Attn: Timothy Stahl

In Witness Thereof, the parties hereto have executed this Agreement by their
duly authorized representatives as of the respective dates indicated below.

MANUFACTURER                                        DISTRIBUTOR

RomTech. Inc,                                       GT Interactive Software
John Baer                                           Timothy Stahl

By_________/s/________                              By________/s/________
Authorized Signature                                Authorized Signature

Title ________________                              Title _______________

Date _________________                              Date ________________



                                      2