Exhibit 10.20

                          UNITED STATES DISTRICT COURT
                            DISTRICT OF MASSACHUSETTS
                                            )
HASBRO INTERACTIVE, INC.,           )
ATARI INTERACTIVE, INC., and        )
ZAO ELORG, d/b/a                            )
ELORG CORPORATION,                          )
                                            )
                  Plaintiffs,               )     CASE NUMBER 00 CV 10231 (RGS)
                                            )
         - against -                        )
                                            )
eGAMES, INC., f/k/a ROMTECH, INC.;  )
XTREME GAMES LLC;                   )
MVP SOFTWARE INC.; and              )
WEBFOOT TECHNOLOGIES, INC.,         )
                                                   )
                  Defendants.                      )
                                                   )
------------------------------------


                         STIPULATION & CONSENT JUDGMENT

     Plaintiffs  Hasbro  Interactive,  Inc.  ("Hasbro  Interactive")  and  Atari
Interactive,   Inc.  ("Atari   Interactive")   (Hasbro   Interactive  and  Atari
Interactive  collectively  are referred to as  "Hasbro"),  and ZAO Elorg,  d/b/a
Elorg  Corporation  ("Elorg")  (all  plaintiffs   collectively  referred  to  as
"Plaintiffs");  and defendants eGames,  Inc., f/k/a RomTech,  Inc., MVP Software
Inc., and Webfoot Technologies, Inc. (collectively "Settling Defendants") hereby
stipulate and agree as follows:

     1. This Court has subject matter  jurisdiction  over the claims asserted by
Plaintiffs and personal  jurisdiction  over Settling  Defendants.  Venue of this
action properly lies in the District of Massachusetts.

     2. Plaintiffs  and  Settling   Defendants   waive  findings  of  fact  and
conclusions of law under Rule 52 of the Federal Rules of Civil Procedure, except
as set forth herein.


<PAGE>




     3. This Stipulation and Consent Judgment may be entered without costs as to
Plaintiffs or Settling Defendants and without further notice.

     4.  Plaintiffs  and  Settling  Defendants  agree  not to  appeal  from this
Stipulation and Consent Judgment and not to attack the validity of this judgment
or any provision thereof in any collateral or subsequent proceeding.

     5. This  Stipulation and Consent  Judgment and the ancillary  agreements in
writing specifically referred to herein contain the entire agreement between the
parties and there have been no other  promises,  representations,  or agreements
made between the parties.

     6. Settling Defendants  acknowledge and agree that Atari Interactive is the
sole  owner and  proprietor  of all right,  title,  and  interest  in and to the
copyrights in the games called ASTEROIDS,  CENTIPEDE,  and MISSILE COMMAND; that
Elorg is the sole owner and proprietor of all right,  title, and interest in and
to the copyrights in the game called TETRIS; that Namco Limited ("Namco") is the
sole  owner and  proprietor  of all right,  title,  and  interest  in and to the
copyrights  in the games  called  PAC-MAN  and DIG DUG;  that Elorg has  granted
Hasbro  Interactive an exclusive license for derivative works of the TETRIS game
in certain  formats as defined in that  license;  that Namco has granted  Hasbro
Interactive an exclusive license for derivative works of the PAC-MAN and DIG DUG
games in certain  formats as defined in that  license;  and that all  copyrights
claimed by Plaintiffs in the  ASTEROIDS,  CENTIPEDE,  MISSILE  COMMAND,  TETRIS,
PAC-MAN, and DIG DUG games (collectively referred to hereinafter as "Plaintiffs'
Games")  are  valid.  Settling  Defendants  will not  contest or  challenge  the
validity  of  any  of the  existing  copyrights  claimed  by  Plaintiffs  in the
Plaintiffs'  Games and will not  otherwise  assert the  invalidity of any of the
copyrights claimed by Plaintiffs in the Plaintiffs' Games.


<PAGE>


     7.  Settling  Defendants  acknowledge  and agree  that  Elorg owns a valid,
inherently  distinctive  trademark  in the  TETRIS  name,  and a  valid  federal
registration thereto.

     8. As used  herein,  "Games  at  Issue"  means  games  that  have  used the
following names and any current or prior versions of those games, whether or not
called by those names:  3D Astro  Blaster,  Astro-3D,  Debris,  a/k/a Debris 32,
Intergalactic  Exterminator,  3D Bug Attack, Missile Launch, a/k/a Missile 2000,
3D TetriMadness,  TetriMania,  TetriMania  Master, 3D TetriMania,  XTRIS,  Trix,
Smart Boxes, Columns Millennium,  3D Geo Mania, 3D Maze Man, 3D Chomper,  Maniac
Maze,  3D Frog Man, 3D Ms.  Maze,  3D Munch Man, 3D Munch Man II, 3D Crunch Man,
Tunnel Blaster, and UnderWorld.

     9.  Pursuant to Rule 65 of the Federal Rules of Civil  Procedure,  Settling
Defendants,  their officers,  agents,  servants,  employees,  attorneys, and all
other persons in active  concert or  participation  with any of them (which does
not include distributors,  retailers,  resellers, or other downstream purchasers
who buy the Games at Issue without any violation of this  injunction by Settling
Defendants) are  permanently  enjoined as of the dates set forth in paragraph 10
below from:

          (a)  licensing,  assigning  any  rights  to,  copying,  manufacturing,
     marketing,  advertising,  shipping,  distributing,  or selling the Games at
     Issue; and


<PAGE>


          (b) any use of the name or mark TETRIS or any other name or  trademark
     that includes the term or sound TETRIS,  the prefix  "tetri," or the suffix
     "tris"  as all or as  part  of the  trademark  or any  other  name  that is
     confusingly  similar  to TETRIS as all or as part of any  designation  of a
     product  or  service,  including  but  not  limited  to  in  manufacturing,
     marketing,  advertising,  shipping  distributing,  packaging,  promoting or
     selling  computer  or  video  games.  Without  limiting  the  above,  it is
     explicitly  acknowledged and agreed that use of the names  "Tetri-Madness,"
     "3D TetriMania," "TetriMania," "TetriMania Master," "Galaxy of TetriMania,"
     and "XTRIS" is enjoined,  and Settling  Defendants will execute assignments
     to Elorg in a form to be provided by Elorg of any trademark  rights claimed
     in  those  names.  Without  limiting  the  above,  it  also  is  explicitly
     acknowledged  and agreed  that  Defendant  eGames,  Inc.  will  immediately
     terminate its  prosecution of any  applications  to register  "TetriMania,"
     "TetriMania  Master," or "Galaxy of TetriMania" as trademarks with the U.S.
     Patent and Trademark  Office and will,  within ten days of the execution of
     this  Stipulation & Consent  Judgment,  submit  Express  Abandonments  with
     Prejudice for each of these  applications  to the U.S. Patent and Trademark
     Office.

     10. The injunction in paragraph 9 above will be effective immediately as to
any  downloading of electronic  versions of the Games at Issue from websites and
will be effective  beginning October 1, 2000, as to games distributed or sold on
CD-ROMs and through all other means. Settling Defendants will take the necessary
steps to ensure  compliance  with the  injunction in paragraph 9 above by any of
their licensees (but expressly not including domestic distributors who purchased
finished  product  embodied in CD-ROMs without any violation of this Stipulation
and Consent Judgment),  whether foreign or domestic,  within the time frames set
forth in this Stipulation and Consent Judgment. Defendant eGames represents that
certain CD-ROMS of its games that are not Games at Issue contain  advertisements
for Games at Issue that  include  demonstration  versions  of certain of eGames'
Games at Issue that permit  limited play  ("Demonstration  Versions").  Based on
those representations,  Plaintiffs agree that the injunction in paragraph 9 will
be effective  beginning  January 1, 2001, as to such  Demonstration  Versions of
eGames'  Games at Issue that are sold as part of games that are not, and are not
advertised as, Games at Issue.


<PAGE>


     11. Pursuant to Rule 65 of the Federal Rules of Civil  Procedure,  Settling
Defendants each will:

          (a) to the extent they have not already done so,  provide  Plaintiffs'
     attorneys no later than  October 31, 2000,  with two samples of each of the
     Games at Issue,  including  but not limited to any  products  that  include
     those games, as well as a copy of any gold masters;

          (b) subject to the  obligations  set forth in  paragraph  11(a) above,
     destroy no later than  October 31, 2000,  all but two archival  versions of
     the  remaining  copies  of the  Games at Issue  (except  for  Demonstration
     Versions),  including any products that include those games, as well as any
     gold masters, and all but five archival versions of any packaging,  labels,
     promotional materials, advertising and display materials used in connection
     with the Games at Issue that are identical to those  delivered  pursuant to
     paragraph  11(a)  above.  All but two  archival  versions of  Demonstration
     Versions of the Games at Issue will be  destroyed no later than January 31,
     2001. If any Games at Issue or materials  related to the Games at Issue are
     or have been  returned  from  distributors  or retailers at a point in time
     when the  injunction as to the specific  games is  effective,  they will be
     destroyed immediately after appropriate processing; and

          (c) no later than February 16, 2001, serve on the undersigned  counsel
     for  Plaintiffs a report in writing  under oath setting  forth the specific
     steps  taken by Settling  Defendants  to comply  with the  requirements  in
     paragraphs 9 and 11(a) and (b) above.

     12.  Settling  Defendants  will  terminate  any licenses  and  distribution
agreements  insofar  as they  relate to the  Games at Issue as of the  effective
dates of the  injunction  set forth in paragraph 10 above and will not renew any
existing licenses for the Games at Issue.

     13.  Settling  Defendants  acknowledge  and agree that the  requirements in
Paragraphs  9 through 12 above are orders of the Court  enforceable  by contempt
and that this Stipulation and Consent  Judgment may be specifically  enforced by
injunction  in addition to any other remedy that might be  appropriate  and that
breach of it by Settling Defendants would threaten Plaintiffs with immediate and
irreparable harm.

     14.  Simultaneous  with  the  execution  of this  Stipulation  and  Consent
Judgment, and as a condition of its enforceability against Plaintiffs,  Settling
Defendants  will  deliver to Hasbro  Interactive,  Inc.  the amount set forth in
their  Ancillary  Settlement  Agreement.  The  amount  of this  payment  will be
confidential,  as provided in and in accordance  with the terms of the Ancillary
Settlement  Agreement,  except such disclosure as may be required  pursuant to a
valid  court  order,  in  connection  with the  preparation  of tax  returns  or
financial statements,  the performing of any audits, disclosures required by the
securities  laws (in the sole  discretion  of  eGames'  or Hasbro  Interactive's
corporate counsel), including but not limited to, securities filings or reports,
or press releases or public statements  relating to the effect of the settlement
payment on the earnings of eGames, or in connection with the enforcement of this
Stipulation and Consent Judgment.


<PAGE>


     15. Subject to the obligations of this  Stipulation  and Consent  Judgment,
Plaintiffs  and their legal  predecessors,  successors,  assigns,  shareholders,
officers,  directors,  agents, parent companies, and affiliated companies hereby
release and forever discharge  Settling  Defendants,  their legal  predecessors,
successors,  assigns,  shareholders,  officers,  directors,  employees,  agents,
parent  companies,  and  affiliated  companies  from all claims  asserted in the
Amended  Complaint in this action and in the letter dated October 8, 1999,  from
Kim J. Landsman to eGames,  Inc. (a copy of which is annexed as Exhibit A to the
Ancillary Settlement Agreement),  and any other claims,  counterclaims,  demands
and actions of every kind against  Settling  Defendants  that the Plaintiffs now
may have arising from or relating to the subject matter of the Amended Complaint
in this action,  including but not limited to any other claims or  counterclaims
that  were  brought  or would  have  been  compulsory  counterclaims,  up to the
effective  dates of the  injunction  in  paragraph 9 above that are set forth in
paragraph 10 above.  Without  purporting to completely  define the scope of this
release,  it is agreed and understood  that this limited  release does not cover
the  promotion,  advertising,  marketing,  shipment,  or  sale  of any  products
inconsistent with this Stipulation and Consent Judgment.

     16. The limited release  provided in Paragraph 15 above is exclusive to the
Settling Defendants released and releases no other person. It releases Defendant
eGames from liability for manufacture, marketing,  advertisement,  distribution,
shipment or sale of games  developed  by Xtreme  Games LLC, but does not release
Xtreme Games LLC or anyone  connected  therewith from any liability.  Nothing in
this  Stipulation and Consent Judgment shall be deemed to have any effect on the
liability  of or remedies  recoverable  against  Xtreme Games LLC in the pending
litigation.

     17. Settling Defendants and their legal predecessors,  successors, assigns,
shareholders,  officers,  directors,  agents,  parent companies,  and affiliated
companies  hereby  release  and  forever  discharge   Plaintiffs,   their  legal
predecessors, successors, assigns, shareholders, officers, directors, employees,
agents,  parent  companies,  and  affiliated  companies  from all  counterclaims
asserted in this action,  any claims  asserted in the letter  dated  November 4,
1999,  from Joseph J.  Serritella to Kim J. Landsman (a copy of which is annexed
as  Exhibit B to the  Ancillary  Settlement  Agreement),  and any other  claims,
counterclaims,  demands and actions related to the subject matter of the Amended
Complaint  in  this  action,   including  but  not  limited  to  any  claims  or
counterclaims  that were  brought  or would have been  compulsory  counterclaims
under Rule 13(a).

<PAGE>

     18. Each party to this  Stipulation  and  Consent  Judgment  covenants  and
represents  that it is fully  authorized  to enter  into  this  Stipulation  and
Consent  Judgment and to carry out the obligations  provided for herein and that
it has not  assigned  the rights to any matter  enjoined  or any claim  released
herein.

     19. This  Stipulation  and Consent  Judgment  shall be binding on and shall
inure to the benefit of Plaintiffs  and Settling  Defendants,  their  respective
parents,  subsidiaries,  affiliates, as well as their successors-in-interest and
assignees.

     20. This  Stipulation and Consent  Judgment shall apply worldwide and be of
perpetual  duration,  except that the  obligations  of Paragraph 9(a) above will
terminate as to any specific  game when the term of all relevant  copyrights  in
that game expires.

     21. This Stipulation and Consent Judgment constitutes the final judgment in
this action as to the Settling Defendants. All counterclaims asserted herein are
hereby dismissed with prejudice,  and all of Plaintiffs' claims against Settling
Defendants will be deemed merged into this Stipulation and Consent Judgment.

     22.  This Court  retains  jurisdiction  over the parties and this action to
implement and enforce this Stipulation and Consent Judgment.

Dated:  August 16, 2000

Daniel Lyne                                      MURTHA CULLINA, ROCHE, CARENS
HANIFY & KING P.C.                               & DeGIACOMO
One Federal Street
(617) 423-0400
                                                 By: /s/ Howard J. Castleman
                                                 --- -----------------------
                                                     Howard J. Castleman
                                                     99 High Street
                  - and -                            Boston, MA 02110
                                                     (617) 457-4130


<PAGE>


PATTERSON, BELKNAP, WEBB
& TYLER LLP
                                           Attorneys for Defendants Webfoot
                                           Technologies, Inc. and MVP Software
                                           Inc.

By: /s/ Kim J. Landsman               and
--- --------------------------------
Kim J.Landsman(admitted pro hac vice)      Boyd A. Henderson
                                           MILLER, JOHNSON, SNELL &
1133 Avenue of the Americas                CUMMISKY, P.L.C.
New York, New York 10036-6710              250 Monroe Avenue NW, Suite 800
(212) 336-2000                             Grand Rapids, Michigan  49501-0306
Attorneys for Plaintiffs                   (616) 831-1719

                                           Of  counsel  as to MVP Software Inc.


                                           McCAUSLAND, KEEN & BUCKMAN

                                           By:  /s/ Glenn S. Gitomer
                                           --- -------------------------------
                                           Glenn S. Gitomer (admitted pro hac
                                           vice)
                                           259 North Radnor-Chester Road,
                                           Suite 160
                                           Radnor, PA 19087
                                           (610) 341-1020

                                                        -and-

                                           Daniel J. Kelly
                                           GADSBY & HANNAH LLP
                                           225 Franklin Street
                                           Boston, MA  02110-2811
                                           (617) 345-7000

                                           Attorneys for Defendant eGames, Inc.


So Ordered on August ___, 2000



Honorable Richard G. Stearns
United States District Judge