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                                                                    EXHIBIT 4.12

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                                ESCROW AGREEMENT

Escrow Agreement made this              day of             2004 between

(1)   BAM! ENTERTAINMENT INC., a Delaware corporation ("BAM");

(2)   The persons listed in Schedule 1 to this Agreement (the "VIS SHAREHOLDERS
      AND THE SOED SHAREHOLDERS"); and

(3)   THE BANK OF NEW YORK ("ESCROW AGENT").

(4)   ALEXANDER GORDON CATTO ("VIS REPRESENTATIVE")

                                    RECITALS

WHEREAS, each of BAM, on the one hand, and the VIS Shareholders and SOED
Shareholders, on the other hand, have requested security for performance of
certain of the undertakings of the other pursuant to the VIS Deed of Warranty,
the SOED Deed of Warranty, BAM Warranties (all of which expressions are defined
in the Recommended Offer by BAM! Entertainment, Inc. to acquire the entire
issued share capital of VIS entertainment limited dated 24 March 2004 (the
"Offer Document")) and in respect of the Post Closing Adjustment (as defined
below), which Escrow Agent is agreeable to facilitate under the terms hereof;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
for other good and valuable consideration, the parties hereto agree as follows:

1     APPOINTMENT.

      BAM, the VIS Shareholders and SOED Shareholders each hereby appoint the
      Escrow Agent to act as escrow holder for the BAM Warranty Escrow Account,
      the Warranty Escrow Account and the Net Equity Escrow Account (each as
      hereinafter defined) under the terms hereof. The Escrow Agent hereby
      accepts such appointment and agrees to act as escrow holder for the BAM
      Warranty Escrow Account, the Warranty Escrow Account and the Net Equity
      Escrow Account in accordance with the terms hereof.

2     ESCROW DEPOSITS.

      (a)   On the date of Completion (as defined in the Offer Document) the VIS
            Shareholders and the SOED Shareholders hereby direct BAM and BAM
            agrees to deposit with Escrow Agent an original stock certificate in
            the name of "The Bank of New York", as "Escrow Agent", for Seven
            hundred and fifty thousand (750,000) BAM Shares (the "Warranty
            Escrow Shares") (the number of BAM shares represented by the
            certificate, as reduced in accordance with the terms hereof, the
            "Warranty Escrow Account") constituting a portion of the BAM
            Consideration Shares to be issued by BAM to the B Shareholders (or
            other VIS Shareholders as appropriate) under the Offer (375,000 BAM
            Shares) and a portion of the BAM SOED Shares to be issued to, or as
            may be directed by, the SOED Shareholders under the SOED SPA
            (375,000 BAM Shares). The Escrow Agent shall hold the Warranty
            Escrow Shares in trust for the relevant B Shareholders (or other VIS
            Shareholders) and SOED Shareholders (and any other persons as
            directed by the SOED Shareholders to the VIS Representative (as
            appropriate)) in accordance with the terms hereof (in each case as
            notified in writing to the Escrow Agent by the VIS Representative).

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      (b)   On the date of Completion the VIS Shareholders and the SOED
            Shareholders hereby direct BAM and BAM shall deposit with Escrow
            Agent an original stock certificate in the name of "The Bank of New
            York" as Escrow Agent for four hundred and fifty thousand (450,000)
            BAM Shares ("the Net Equity Escrow Shares") (the number of BAM
            Shares represented by the certificate, as reduced in accordance with
            the terms hereof, the "Net Equity Escrow Account" constituting a
            portion of the BAM Consideration Shares to be issued to the B
            Shareholders (or other VIS Shareholders as appropriate) under the
            Offer (225,000 BAM Shares) and a portion of the BAM SOED Shares to
            be issued to, or as may be directed by, the SOED Shareholders under
            the SOED SPA (225,000 BAM Shares). The Escrow Agent shall hold the
            Net Equity Escrow Shares in trust for the relevant B Shareholders
            (or other VIS Shareholders (as appropriate)) and SOED Shareholders
            (and any other persons as directed by the SOED Shareholders to the
            VIS Representative) in accordance with the terms hereof in each case
            as notified in writing to the Escrow Agent by the VIS
            Representative.

      (c)   On the date of Completion, BAM shall deposit with Escrow Agent an
            original stock certificate in the name of "The Bank of New York as
            Escrow Agent" for Seven Hundred Fifty Thousand (750,000) BAM Shares
            (the number of BAM Shares represented by the certificate, as reduced
            in accordance with the terms hereof, the "BAM Warranty Escrow
            Account").

      (d)   The Escrow Agent shall deposit the BAM Warranty Escrow Account, the
            Warranty Escrow Account and the Net Equity Escrow Account in three
            separate accounts established at the offices of Escrow Agent. The
            settlement date (the "Indemnity Settlement Date") in respect of
            claims over the BAM Shares in the Warranty Escrow Account and the
            BAM Warranty Escrow Account as referred to herein shall be such date
            which is the later of (i) 12 months from the date of Completion and
            (ii) the date of the resolution of any Contests as that term is
            defined herein (the "Claim Period").

3     POST CLOSING STATEMENTS.

      (a)   BAM shall procure that VIS, at the expense of BAM, shall cause to be
            delivered to Alexander Gordon Catto (the "VIS Representative"), as
            soon as practicable after March 31, 2004, but in any event within 45
            days after the date of Completion, (i) consolidated financial
            statements for VIS and its subsidiaries and also including the
            combined effect of SOED dated as at close of business on March 31
            2004 prepared in accordance with accounting principles generally
            accepted in the United Kingdom consistently applied ("UK GAAP") and
            on a basis consistent with the methods used to prepare the audited
            consolidated balance sheet and profit and loss account of VIS and
            its subsidiaries for the financial year ended on November 30, 2002,
            subject to the provisions set forth in the Appendix annexed to this
            Agreement ("March 31 2004 Accounts"); (ii) an consolidated cash flow
            statement of VIS and its subsidiaries also combining SOED for the
            period starting January 1, 2004 and ending March 31, 2004 (the "Cash
            Flow Statement"), (iii) a statement setting forth the calculation of
            the consolidated net equity of VIS and its subsidiaries also
            combining SOED as at March 31 2004 (the "Adjusted Closing Net Equity
            Statement"), as derived from the March 31, 2004 Accounts, (iv) the
            calculation of the Post Closing Adjustment (as defined below). VIS
            shall use its best endeavours to deliver to BAM within 15 Business
            Days of Completion at the expense of VIS the audited consolidated
            balance sheet and profit and loss account of VIS and its
            subsidiaries for the financial year ended on November 30, 2003. The
            March 31 2004 Accounts and the Adjusted Closing Net Equity Statement
            shall be prepared and calculated in accordance with the provision of
            the Appendix annexed to this Agreement. The "Post Closing
            Adjustment" shall be an amount

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             equivalent to the amount by which the Adjusted Closing Net Equity
             is less than the Adjusted Estimated Net Equity (as defined in the
             Appendix).

      (b)   During the 30 Business Days immediately following the receipt by the
            VIS Representative of the calculation of the Post Closing Adjustment
            (the "Review Period"), the VIS Representative shall review or cause
            its independent accountants to review the March 31 2004 Accounts
            and Adjusted Closing Net Equity Statement and the calculation of the
            Post Closing Adjustment, for which purpose BAM shall use its
            reasonable endeavours to procure that SOED and VIS, the subsidiaries
            of VIS and the auditors of VIS and its subsidiaries shall give the
            VIS Representative and its independent accountants reasonable access
            during normal business hours and upon giving 24 hours prior notice,
            to all books, records and other materials and information used in
            the preparation of the March 31 2004 Accounts. Adjusted Closing Net
            Equity Statement and the calculation of the Post Closing Adjustment
            and shall use reasonable endeavours to cooperate with the VIS
            Representative to enable it to complete its review. The VIS
            Representative shall notify BAM and the Escrow Agent in writing
            prior to the expiration of the Review Period if the VIS
            Representative disagrees with the March 31 2004 Accounts, Adjusted
            Closing Net Equity Statement and the calculation of the Post Closing
            Adjustment (the "Notice of Disagreement"), setting forth in
            reasonable detail the disputed item or items and the basis for the
            VIS Representative's disagreement. If no Notice of Disagreement is
            issued to BAM and the Escrow Agent prior to the expiration of the
            Review Period, then the March 31 2004 Accounts and Adjusted Closing
            Net Equity Statement and the calculation of the Post Closing
            Adjustment shall be deemed to have been accepted by the VIS
            Representative and shall become final and binding upon the parties.

      (c)   During the 30 Business Days immediately following the delivery of a
            Notice of Disagreement (if any) (the "Consultation Period"), the
            VIS Representative and BAM shall seek in good faith to resolve any
            differences that they may have with respect to the matters specified
            in the Notice of Disagreement. If at the end of the Consultation
            Period the VIS Representative and BAM have been unable to resolve
            all differences that they may have with respect to the matters
            specified in the Notice of Disagreement, the VIS Representative and
            BAM shall submit all matters that remain in dispute with respect to
            the Notice of Disagreement to a firm of independent accountants,
            jointly selected by the VIS Representative and BAM and in the event
            of failure to agree within 7 Business Days after the last day of the
            Consultation Period, such firm shall be appointed by the President
            of the Institute of Chartered Accountants of Scotland on the
            application of either party. BAM and the VIS Representative shall be
            entitled to make such representation and provide such information
            and reports to the independent accountant within 20 Business Days of
            the date of agreement, or, if later, determination of the identity
            of the independent accountants. BAM and the VIS Representative shall
            use their respective reasonable endeavours to procure that the
            independent accountant issues his ruling within 40 Business Days
            after the matter is submitted to him for consideration. The
            determinations made by such independent accountants shall be set out
            in a notice ("the Accountant Determination Notice") and shall be
            final and binding (save in the case of manifest error) on the
            parties for purposes of calculating the Post Closing Adjustment. The
            Accountant Determination Notice shall be delivered to BAM, the VIS
            Representative and the Escrow Agent within 10 Business Days after
            the date of determination by said independent accountants. Such firm
            of independent accountants shall act as experts and not as arbiters.

      (d)   The costs of the independent accountant shall be borne as directed
            by him, or in the event of failure to direct, equally between (a)
            BAM and (b) the SOED

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            Shareholders and the B Shareholders (or other VIS Shareholders, as
            appropriate). In relation to any share of the costs to be borne by
            the SOED Shareholders and the B Shareholders (or other VIS
            Shareholders, as appropriate) or any other reasonable costs properly
            incurred by the VIS Representative, such costs shall be payable by
            BAM and such number of the Net Equity Escrow Shares as are
            equivalent (by reference to the BAM Share Fair Market Value (as
            defined below)) to the value of this share of the independent
            accountants costs or any other reasonable costs properly incurred by
            the VIS Representative shall be upon written notice from BAM
            released by the Escrow Agent from the Net Equity Escrow Account and
            returned to and cancelled by BAM.

      (e)   If the amount of the Post Closing Adjustment is an amount in excess
            of L100,000, the Escrow Agent shall within 10 Business Days after
            its receipt of the final determination or Accountant Determination
            Notice of the Post Closing Adjustment, deliver to BAM the original
            stock certificates constituting the Net Equity Escrow Account
            whereupon BAM shall cancel it and BAM shall issue to the Escrow
            Agent a stock certificate for the remaining balance of the Net
            Equity Escrow Shares after deduction of such Net Equity Escrow
            Shares having a BAM Share Fair Market Value equal to the Post
            Closing Adjustment up to a maximum of the Net Equity Escrow Shares.
            The Escrow Agent shall then deliver the remaining balance of the Net
            Equity Escrow Shares (if any) to American Stock Transfer and Trust
            Company (the "Exchange Agent") with instructions to disburse:

            (i)   50% of the Net Equity Escrow Shares remaining in the Net
                  Equity Escrow Account to the B Shareholders (notwithstanding
                  that such B Shares may have converted into A Shares following,
                  the date of issue of the Offer Document) (or other VIS
                  Shareholders as appropriate) as may be notified in writing to
                  the Escrow Agreement by the VIS Representative; and

            (ii)  50% of the Net Equity Escrow Shares remaining in the Net
                  Equity Escrow Account to the SOED Shareholders (or as may be
                  directed by the SOED Shareholders to the VIS Representative)
                  as notified in writing to the Escrow Agent by the VIS
                  Representative.

      (f)   If the Adjusted Closing Net Equity is greater than the Adjusted
            Estimated Net Equity or if the Post Closing Adjustment is less
            than L100,000, there shall be no adjustment and within 10 Business
            Days of receipt of the final determination or Accountant
            Determination Notice of the amount of the Post Closing Adjustment,
            the Escrow Agent shall deliver the remaining balance of the Net
            Equity Escrow Shares (less any costs of an independent accountant
            allocated to the SOED Shareholders and the B Shareholders (or other
            VIS Shareholders as appropriate) and any reasonable costs properly
            incurred by the VIS Representative) to the Exchange Agent with
            instructions to disburse:

            (i)   50% of the Net Equity Escrow Shares remaining in the Net
                  Equity Escrow Account to the B Shareholders (notwithstanding
                  that such B Shares may have converted into A Shares following
                  the date of issue of the Offer Document) (or other VIS
                  Shareholders as appropriate) as may be notified in writing to
                  the Escrow Agent by the VIS Representative; and

            (ii)  50% of the Net Equity Escrow Shares remaining in the Net
                  Equity Escrow Account to the SOED Shareholders (or as may be
                  directed by the SOED Shareholders to the VIS Representative)
                  as notified in writing to the Escrow Agent by the VIS
                  Representative.

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      (g)   In respect of any adjustment under this Clause 3 any fractions of
            BAM Shares will be rounded to the nearest even number of BAM Shares
            and in the event that the number of BAM Shares representing the Post
            Closing Adjustment is an exact odd number, that number shall be
            reduced to the nearest even number of BAM Shares.

4     WARRANTY ESCROW SHARES

      (a)   The cost of the premium for any warranty insurance (if any) obtained
            by BAM with the agreement of the VIS Representative (not to be
            unreasonably withheld or delayed) and any other associated costs in
            respect of claims under the VIS Deed of Warranty and the SOED Deed
            of Warranty shall be borne by BAM but a whole number of Warranty
            Escrow Shares (calculated by reference to the BAM Share Fair Market
            Value), equivalent to the aggregate of the cost of such insurance
            premium and other associated costs (rounded down to the nearest
            whole number of Warranty Escrow Shares) shall upon written notice
            from BAM (providing confirmation of the amount and payment of such
            premium and costs has been provided in writing to the VIS
            Representative) be released by the Escrow Agent from the Warranty
            Escrow Account and returned to BAM for cancellation.

      (b)   If any proceeding is threatened or instituted or any claim or demand
            shall be asserted by any person in respect of which a payment may be
            sought by BAM for breach of any of the warranties, indemnities,
            covenants or undertakings contained within either the VIS Deed of
            Warranty or the SOED Deed of Warranty (an "Indemnity Claim") BAM
            shall promptly cause written notice of the assertion of any such
            Indemnity Claim of which it has knowledge which is covered by the
            warranties, indemnities, covenants and undertakings contained in
            either of the VIS Deed of Warranty or the SOED Deed of Warranty
            (each an "Indemnity Claim Notice") to be forwarded to the VIS
            Representative and the Escrow Agent. Each Indemnity Claim Notice in
            respect of any breach of the warranties, indemnities, covenants and
            undertakings contained in either the VIS Deed of Warranty or the
            SOED Deed of Warranty shall state specifically:

            (i)   the warranty, indemnity, covenant or undertaking with respect
                  to which the Indemnity Claim is made;

            (ii)  the facts giving rise to an alleged basis for the Indemnity
                  Claim;

            (iii) the US Dollar amount of the loss asserted against the Warranty
                  Escrow Shares by reason of the Indemnity Claim ("the Loss");
                  and

            (iv)  the number of the Warranty Escrow Shares calculated on the
                  basis of the BAM Share Fair Market Value required to satisfy
                  the Loss.

      (c)   Within 30 Business Days of receipt of the Indemnity Claim Notice,
            the VIS Representative shall deliver to BAM, a notice ("Objection
            Notice") stating it intends to contest the indemnification
            obligation under either the VIS Deed of Warranty or the SOED Deed of
            Warranty as the case may be (a "Contest") or to accept liability
            thereunder, a copy of such Objection Notice also being sent by the
            VIS Representative to the Escrow Agent. If the VIS Representative
            does not give an Objection Notice within that 30 Business Day
            period, the VIS Representative will be deemed to accept liability as
            it relates to the Warranty Escrow Shares. In such event BAM will
            deliver a notice ("Claim Payment Notice") to the Escrow Agent that
            there is a determination of liability with respect to the subject of
            the Indemnity Claim. A copy of the letter from the VIS
            Representative accepting liability, if any, must be sent to the
            Escrow Agent together with the Claim

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            Payment Notice or if no response has been received, the Claim
            Payment Notice must include reference to the fact that no response
            has been received and demonstrating effective service of the
            Indemnity Claim Notice on the VIS Representative. The Escrow Agent
            shall thereupon decrease the number of Warranty Escrow Shares
            retained in the Warranty Escrow Account by an amount equivalent to
            the amount in the Claim Payment Notice calculated on the basis of
            the BAM Share Fair Market Value, rounded down to the nearest whole
            number of Warranty Escrow Shares.

      (d)   If the VIS Representative on behalf of the VIS Warrantors and SOED
            Warrantors gives a timely Objection Notice to the Escrow Agent and
            BAM then:

            (i)   the Escrow Agent shall not take any further action with
                  respect to the Indemnity Claim Notice except as provided in
                  this Agreement; and

            (ii)  within 30 Business Days of the receipt thereof BAM and the VIS
                  Representative will select an independent expert being Senior
                  Counsel of not less than 10 years experience to determine the
                  dispute under English law ("Independent Expert").

      (e)   The Independent Expert shall be selected by the mutual agreement of
            BAM and the VIS Representative. If the parties cannot agree on the
            identity of the Independent Expert within 10 Business Days of the
            date of an Objection Notice then an appropriate expert will be
            determined by the President of the Law Society of England and Wales.
            The decision of the Independent Expert shall be final and binding on
            the parties save in the case of manifest error and the costs of the
            Independent Expert shall be home as directed by him or, in the event
            of failure to direct, equally between (a) BAM and (b) the SOED
            Shareholders, and the holders of the B Shares (or other VIS
            Shareholders, as appropriate). In relation to any share of the costs
            to be borne by the SOED Shareholders and the B Shareholders (or
            other VIS Shareholders, as appropriate) such costs together with any
            other reasonable costs properly incurred by the VIS Representative
            shall be payable by BAM but such number of the Warranty Escrow
            Shares (calculated on the basis of the BAM Share Fair Market Value)
            as are equivalent to the value of this share of the Independent
            Expert's costs together with any other reasonable costs properly
            incurred by the VIS Representative shall be released by the Escrow
            Agent from the Warranty Escrow Account and returned to and cancelled
            by BAM. BAM and the VIS Representative shall be entitled to make
            such representation and provide such information and reports to the
            Independent Expert within 20 Business Days of the date of agreement
            or, if later, determination of the identity of the Independent
            Expert. BAM and the VIS Representative shall use their respective
            reasonable endeavours to procure that the Independent Expert issues
            his ruling within 40 Business Days after the matter is submitted to
            him for consideration. The Independent Expert shall determine
            whether BAM has a reasonable basis of success in respect of the
            Indemnity Claim on the balance of probabilities and, if so, an
            amount of the estimate of the Indemnity Claim considered by the
            Independent Expert which BAM might reasonably be expected to
            receive. If the decision of the Independent Expert is in favour of
            BAM so that there is a determination of Loss, BAM will deliver a
            notice ("Independent Expert Notice") to the VIS Representative and
            the Escrow Agent together with a copy of the report of the
            Independent Expert stating that:

            (i)   there is a determination of liability pursuant to this Clause
                  4; and

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            (ii)  the liability of the VIS Warrantors and the amount to be
                  recovered therefrom in order to satisfy the Loss (up to a
                  maximum aggregate amount of L100,000): and then

            (iii) the number of Warranty Escrow Shares (calculated on the basis
                  of the BAM Share Fair Market Value) included in the Warranty
                  Escrow Account required to satisfy the remainder of the Loss.

      (f)   Upon receipt of the Independent Expert Notice the Escrow Agent shall
            decrease the number of Warranty Escrow Shares by an amount
            equivalent to the amount in the Independent Expert Notice calculated
            on the basis of the BAM Share Fair Market Value rounded down to the
            nearest whole number of Warranty Escrow Shares.

      (g)   Whenever an Indemnity Claim is to he paid by the Escrow Agent
            pursuant to this Clause 4, the Escrow Agent shall within 10 Business
            Days after its receipt of an Independent Expert's Notice, deliver to
            BAM the original stock certificates constituting the Warranty Escrow
            Shares whereupon BAM shall cancel it and BAM shall issue to the
            Escrow Agent a stock certificate for the remaining balance of the
            Warranty Escrow Shares after deduction of such number of Warranty
            Escrow Shares as equates to the amount of Loss determined in the
            Independent Expert Notice.

      (h)   Within 10 Business Days after the Indemnity Settlement Date the
            Escrow Agent shall deliver the certificate representing the balance
            of the Warranty Escrow Shares remaining after settlement of
            Indemnity Claims to the Exchange Agent with instructions to
            disburse:

            (i)   50% of the Warranty Escrow Shares remaining in the Warranty
                  Escrow Account to the B Shareholders (notwithstanding that
                  such B Shares may have converted into A Shares following the
                  date of issue of the Offer Document) (or other VIS
                  Shareholders as appropriate) as may be notified in writing to
                  the Escrow Agent by the VIS Representative; and

            (ii)  50% of the Warranty Escrow Shares remaining in the VIS
                  Warranty Escrow Account to the SOED Shareholders (or as may be
                  directed by the SOED Shareholders to the VIS Representative)
                  as notified in writing to the Escrow Agent by the VIS
                  Representative.

      (j)   In respect of any adjustments under this clause 4 any fractions of
            BAM Shares will be rounded down to the nearest whole number of BAM
            Shares and the decision of the Escrow Agent as to the allocation on
            this basis shall be final and binding on the holders of the B Shares
            (or other VIS Shareholders, as appropriate) and the SOED
            Shareholders.

5     BAM WARRANTY ESCROW SHARES

      (a)   BAM has agreed to grant certain warranties, indemnities,
            undertakings and covenants in respect of BAM as set out in Appendix
            V of the Offer Document to provide comfort to the holders of the VIS
            Shares and SOED Shares ("BAM Warranties"). In order to provide
            security for claims for breach of the BAM Warranties. BAM has agreed
            that 750,000 BAM Shares which do not form part of the BAM
            Consideration Shares or the BAM SOED Shares shall be deposited with
            the Escrow Agent ("BAM Warranty Escrow Account") until the Indemnity
            Settlement Date.

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      (b)   The 750,000 BAM Shares deposited with the Escrow Agent shall be
            referred to as the BAM Warranty Escrow Shares.

      (c)   If any claim or demand shall be asserted by the VIS Representative
            for breach of any of the BAM Warranties (a "BAM Warranty Claim")
            during the Claim Period, the VIS Representative shall cause written
            notice of the assertion of any such BAM Warranty Claim of which it
            has knowledge (each a "BAM Indemnity Claim Notice") to be forwarded
            to BAM and the Escrow Agent. Each BAM Indemnity Claim Notice in
            respect of any breach of the BAM Warranties shall state
            specifically:

            (i)   the warranty, indemnity, covenant or undertaking with respect
                  to which the BAM indemnity Claim is made;

            (ii)  the facts giving rise to an alleged basis for the BAM Warranty
                  Claim;

            (iii) the US Dollar amount of the loss asserted against the BAM
                  Warranty Escrow Shares by reason of the BAM Warranty Claim
                  ("the Loss"); and

            (iv)  the number of the BAM Warranty Escrow Shares calculated on the
                  basis of the BAM Share Fair Market Value required to satisfy
                  the Loss.

      (d)   Within 30 Business Days of the receipt of a BAM Indemnity Claim
            Notice, BAM shall deliver to the VIS Representative and the Escrow
            Agent, a notice ("Objection Notice") stating it intends to contest
            the indemnification obligation under the BAM Warranties (a
            "Contest") or to accept liability thereunder. If BAM does not give
            an Objection Notice within that 30 Business Day period, BAM will be
            deemed to accept liability as it relates to such BAM Warranty Claim.
            In such event the VIS Representative will deliver a notice ("Claim
            Payment Notice") to the Escrow Agent and BAM that there is a
            determination of liability with respect to the subject of the BAM
            Warranty Claim. A copy of the letter from BAM accepting liability,
            if any, must be sent to the Escrow Agent together with the Claim
            Payment Notice; or, if no response has been received, the Claim
            Payment Notice must include reference to the fact that no response
            has been received and demonstrate effective service of the BAM
            Indemnity Claim Notice on BAM. The Escrow Agent shall thereupon
            adjust the number of BAM Warranty Escrow Shares retained in the BAM
            Warranty Escrow Account by the amount of the claim set out in the
            BAM Indemnity Claim Notice calculated on the basis of the BAM Share
            Fair Market Value, rounded down to the nearest whole number of BAM
            Warranty Escrow Shares.

      (e)   If BAM gives a timely Objection Notice to the Escrow Agent and the
            VIS Representative, then:

            (i)   the Escrow Agent shall not take any further action with
                  respect to the BAM Indemnity Claim Notice except as provided
                  in this Agreement;

            (ii)  within 30 Business Days of the receipt thereof BAM and the VIS
                  Representative will select arbitrators and submit the dispute
                  to binding arbitration in California; and

            (iii) The arbitrators shall be selected by the mutual agreement of
                  BAM and the VIS Representative, If BAM and the VIS
                  Representative cannot agree on the arbitrator, then each may
                  select one arbitrator and the two designated arbitrators shall
                  select the third arbitrator. If the third

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                                                                          PAGE 9

                  arbitrator can not be agreed upon, the President of the
                  American Arbitration Association shall select the third
                  arbitrator. A decision by the individual arbitrator or a
                  majority decision by the three arbitrators shall be final and
                  binding upon the parties. Such arbitration shall follow the
                  International Arbitration Rules of the American Arbitration
                  Association and must be resolved by the arbitrators within
                  thirty (30) Business Days after the matter is submitted to
                  arbitration. If the arbitration is ruled favourably for the B
                  Shareholders and/or the SOED Shareholders so that there is a
                  determination of Loss under the BAM Warranties, the VIS
                  Representative will deliver a Notice ("Arbitration Award
                  Notice") to the Escrow Agent stating that: (a) there is a
                  determination of liability and (b) the number of BAM Warranty
                  Escrow Shares included in the BAM Warranty Escrow Account
                  required to satisfy the Loss (calculated on the basis of the
                  BAM Share Fair Market Value). Upon receipt of the Arbitration
                  Award Notice, Escrow Agent shall decrease the BAM Warranty
                  Escrow Shares by an amount equivalent to the amount in the
                  Arbitration Award Notice calculated on the basis of the BAM
                  Share Fair Market Value rounded down to the nearest whole
                  number of BAM Warranty Escrow Shares.

      (f)   Whenever a BAM Warranty Claim is to be paid by the Escrow Agent to
            the VIS Shareholders and the SOED Shareholders, the Escrow Agent
            shall, within 10 Business Days after its receipt of the earlier of
            agreement of any claim or an Arbitration Award Notice, deliver to
            BAM the original stock certificates constituting the BAM Warranty
            Escrow Shares whereupon BAM shall

            (i)   reissue a certificate to the Escrow Agent representing the
                  number of BAM Warranty Escrow Shares representing the amount
                  of the Loss to be paid (calculated on the basis of the BAM
                  Share Fair Market Value); and

            (ii)  shall forthwith return to the Escrow Agent a stock certificate
                  for the remaining balance of those shares to be held as the
                  BAM Warranty Escrow Shares. For the purpose of calculating the
                  number of BAM Warranty Escrow Shares required to satisfy the
                  Loss, the Escrow Agent shall use an assumed price per share
                  calculated by reference to the BAM Share Fair Market Value.

      (g)   Save to the extent BAM Warranty Claims are pending or in dispute at
            the Indemnity Settlement date, within 10 Business Days after the
            Indemnity Settlement Date the Escrow Agent shall deliver the
            certificate representing the balance of the BAM Warranty Escrow
            Shares remaining after the settlement of BAM Warranty Claims (if
            any) to BAM for cancellation or retention as appropriate.

      (h)   Within 5 Business Days of the Escrow Agent receiving the certificate
            representing the BAM Warranty Shares set forth in Section 5(f)(i)
            above, the Escrow Agent shall deliver such certificate representing
            the number of BAM Warranty Escrow Shares representing the amount of
            the Loss to the Exchange Agent with instructions to disburse such
            BAM Warranty Escrow Shares amongst the VIS Shareholders and the SOED
            Shareholders as directed in writing to the Escrow Agent by the VIS
            Representative. This BAM Warranty Escrow Shares issued in settlement
            of BAM Warranty Claims shall be allocated amongst the VIS
            Shareholders and SOED Shareholders as directed in writing by the VIS
            Representative.

<PAGE>

                                                                         PAGE 10

      (i)   In respect of any adjustments under this clause 5 any fractions of
            BAM Shares will be rounded down to the nearest whole number of BAM
            Shares and the decision of the Escrow Agent as to the allocation on
            this basis shall be final and binding on the holders of the VIS
            Shares and SOED Shareholders.

      (j)   Claims for breach of the VIS Deed of Warranty and/or the SOED Deed
            of Warranty may be offset against claims for breach of the BAM
            Warranties and vice versa.

      (k)   BAM undertakes to file a registration statement with the Securities
            and Exchange Commission to register all BAM Warranty Escrow Shares
            released from the BAM Warranty Escrow Account to VIS Shareholders
            and SOED Shareholders within 30 days of the relevant settlement date
            which shall be freely transferable subject to the terms of the Lock
            Up Agreement.

6     PARTICIPATION OF ALL VIS SHAREHOLDERS

      Notwithstanding any other provision of this document if the value of the
      BAM Consideration Shares at Completion (and as set out in the letter from
      the Chairman of VIS accompanying the Offer Document) is sufficient to
      allow at least the 20% IRR calculated in accordance with the articles of
      association of VIS to be received by the holders of the B Shares under the
      Offer (with not less than 45,000 BAM Consideration Shares being available
      to the holders of the Ordinary and A Shares) the escrow arrangements will
      be adjusted to reflect the participation of all VIS Shareholders, and not
      just holders of B Shares in the BAM Consideration Shares and any
      participation of the VIS Shareholders shall be notified in writing to the
      Escrow Agent by the VIS Representative in accordance with this Agreement.

7     VIS REPRESENTATIVE

      (a)   The VIS Representative shall not be responsible for any of the
            warranties, indemnities, covenants or undertakings contained in the
            VIS Deed of Warranty, the SOED Deed of Warranty or in respect of the
            BAM Warranties or for the performance of any agreements, except the
            performance of its express duties under this Escrow Agreement.

      (b)   The VIS Representative shall not be bound by any notice of or any
            demand with respect to any waiver, modifications, amendments or
            rescission of this Escrow Agreement, unless in writing and signed by
            BAM and the VIS Representative. No amendment or modification of the
            Offer, the SOED SPA, the VIS Deed of Warranty, the SOED Deed of
            Warranty or the BAM Warranties shall affect the rights or duties of
            Escrow Agent hereunder, unless the prior written consent of the VIS
            Representative shall have been obtained.

      (c)   The VIS Representative shall not be liable to anyone whatsoever by
            any reason of error of judgment or for any act done or step taken or
            omitted by them in good faith or for any mistake of fact or law or
            for anything which they may do or refrain from doing in connection
            herewith unless caused by or arising out of their own gross
            negligence or fraud. In no event shall the VIS Representative be
            liable for any indirect, special, consequential damages, or punitive
            damages.

      (d)   The VIS Representative shall not owe any duty of care to the B
            Shareholders (or any of the VIS Shareholders) or the SOED
            Shareholders in respect of the operation of the Warranty Escrow
            Account, the BAM Warranty Escrow Account and the Net

<PAGE>

                                                                         PAGE 11

            Equity Escrow Account and the pursuit and defense of claims under
            the VIS Deed of Warranty, SOED Deed of Warranty and BAM Warranties,
            as appropriate. No responsibility or liability or right of action
            will lie against the VIS Representative in this regard and the VIS
            Representative shall take such action to pursue or defend any claim
            as he sees fit in his absolute discretion. The VIS Representative
            shall in his sole discretion determine whether it is reasonable to
            pursue any claim for breach of the BAM Warranties and any decision
            to pursue or not to pursue a claim under the BAM Warranties by the
            VIS Representative shall be final and binding on all of the B
            Shareholders (and any other VIS Shareholders) and the SOED
            Shareholders.

      (e)   In the event that the VIS Representative determines that it would be
            appropriate to pursue a claim for breach of the BAM Warranties, the
            pursuit of such claim shall be conditional on appropriating funding
            for the costs and anticipated costs of such pursuit to be paid by
            any or all of the B Shareholders (and any other VIS Shareholders)
            and the SOED Shareholders. The VIS Representative shall, as soon as
            practicable, notify the B Shareholders (and any other VIS
            Shareholders as appropriate) and the SOED Shareholders of its
            intention to pursue a claim for breach of the BAM Warranties and the
            amount or expected amount of the costs of pursuing such a claim and
            requesting that any B Shareholder (and any other VIS Shareholders)
            or SOED Shareholder who wishes to participate in such pursuit and
            therefore benefit from any BAM Warranty Escrow Shares to be issued
            on settlement of any claim under the BAM Warranties. Only B
            Shareholders (and any other VIS Shareholders) and SOED Shareholders
            who contribute towards the costs of pursuit of a claim for breach of
            the BAM Warranties shall be entitled to receive any BAM Warranty
            Escrow Shares to be issued if such pursuit is successful. Any such
            BAM Warranty Escrow Shares shall be allocated to B Shareholders (and
            any other VIS Shareholders) and SOED Shareholders who have
            contributed towards the costs of pursuit, in proportion to their
            contribution towards the costs. Failure to receive any notice
            requesting payment of a contribution or inadvertent failure to issue
            such a notice to any of the B Shareholders (and any other VIS
            Shareholders) and SOED Shareholders shall not give a right of action
            against the VIS Representative nor invalidate the pursuit of any
            breach of the BAM Warranties or the allocation of any BAM Warranty
            Escrow Shares to be issued if such claim is successful.

      (f)   The holders of the B Shares and the SOED Shares shall be entitled to
            remove the VIS Representative and appoint another person as the VIS
            Representative in place of the VIS Representative by notice in
            writing to the VIS Representative (copied to each of BAM and the
            Escrow Agent) signed by or on behalf of the holders of 75% of the B
            Shares and the SOED Shares, with the whole of the B Shares
            contributing to 50% of such calculation and the whole of the SOED
            Shares contributing to the other 50% of such calculation, pro rata
            to the number of B Shares and SOED Shares as appropriate contained
            within each such proportion.

8     RESIGNATION/REMOVAL
<PAGE>

                                                                         PAGE 12

      Escrow Agent shall have the right in its discretion, to withdraw and
      resign as escrow agent by giving written notice to BAM at least thirty
      (30) days in advance of the effective date of such resignation. Escrow
      Agent may be removed and replaced by another escrow agent at any time by
      written agreement of BAM and the VIS Representative. Escrow Agent shall
      deliver over to the successor escrow agent, the Warranty Escrow Shares,
      Net Equity Escrow Shares and the BAM Warranty Escrow Shares (or the
      balance thereof) and, upon such delivery, shall thereafter be released and
      relieved from any and all further liability and responsibility thereafter
      accruing hereunder.

9     ASSIGNMENT

      The Escrow Agreement is personal to BAM, holders of B Shares (and any
      other VIS Shareholders) and the SOED Shareholders and none of their
      interests nor rights hereunder may be transferred, conveyed or assigned by
      any of them, whether by operation of law or otherwise without the prior
      written consent of BAM and the VIS Representative (on behalf of the VIS
      Shareholders and SOED Shareholders), as the case may be.

10    ARBITRATION

      Save as otherwise set out in this Escrow Agreement regarding the
      resolution of any dispute, all disputes between BAM and the VIS
      Representative, relating to the release of the Warranty Escrow Shares, the
      BAM Warranty Escrow Shares and the Net Equity Escrow Shares and/or the
      Escrow Agent's rights, obligations, and liabilities arising from or
      related to this Agreement shall be resolved by mandatory binding expedited
      arbitration under the International Arbitration Rules of the American
      Arbitration Association ("AAA") in effect as of the date the request for
      arbitration is filed (the "Rules") before a single, neutral arbitrator,
      selected in accordance with the Rules. Each of the parties may initiate
      such an arbitration pursuant to the Rules. The arbitration shall be held
      in San Jose. California (such site being herein referred to as the
      "Forum"). BAM and the VIS Representative and the Escrow Agent will abide
      by any decision rendered in such arbitration, and that any court having
      jurisdiction may enforce such a decision. Each of the parties hereto
      submits to the non-exclusive personal jurisdiction of the courts of the
      Forum as an appropriate place for compelling arbitration or giving legal
      confirmation of any arbitration award, and irrevocably waives any
      objection which it may now or hereafter have to the venue of any such
      enforcement proceeding brought in any of said courts and any claim of
      inconvenient forum. Service of process for all arbitration proceedings may
      be made in accordance with the Rules and shall be deemed effective as
      provided therein. Notwithstanding the foregoing, in the event that the
      Escrow Agent is a party to any dispute hereunder such dispute shall be
      brought in any court of law in the state of New York, USA.

11    GOVERNING LAW

      The Escrow Agreement shall be governed by, and construed in accordance
      with, the laws of the State of California in the United States of America
      (save for any matters referred to independent accountants pursuant to
      clauses 3 or to the Independent Expert pursuant to clause 4, where such
      matters in dispute shall be governed by, and construed in accordance with,
      English law). Each party, to the extent permitted by law, knowingly
      voluntarily and intentionally waives its right to trial by jury in any
      action or other legal proceeding arising out of or relating to this Escrow
      Agreement and the transactions contemplated hereby.

12    VIS REPRESENTATIVE

<PAGE>

                                                                         PAGE 13

(a)   None of the B Shareholders (and any other VIS Shareholders) or the SOED
      Shareholders shall have any separate and independent right to pursue any
      claim for breach of the BAM Warranties or in relation to the defense or
      otherwise of any claim for breach of the warranties, indemnities,
      covenants and undertakings set out in the VIS Deed of Warranty or the SOED
      Deed of Warranty or in relation to the agreement or dispute in relation to
      the March 31 2004 Accounts, Adjusted Closing Net Equity Statement and Post
      Closing Adjustment and each of the B Shareholders and all other VIS
      Shareholders and SOED Shareholders unconditionally and irrevocably appoint
      Alexander Gordon Catto as the VIS Representative and any replacement to
      the VIS Representative who may be appointed following the date of this
      Escrow Agreement, in accordance with the terms of this Escrow Agreement,
      to act on their behalf in respect of all matters relative to this Escrow
      Agreement.

b)    Notwithstanding the foregoing provisions of this Escrow Agreement, the VIS
      Representative shall act on the reasonable instructions in writing of the
      holders of 75% of the B Shares and the SOED Shares, with the whole of the
      B Shares contributing to 50% of such calculation and the whole of the SOED
      Shares contributing to the other 50% of such calculation, pro rota to the
      number of B Shares and SOED Shares, as appropriate in each proportion, in
      relation to any matter which is the subject of a decision of the VIS
      Representative in and in accordance with this Escrow Agreement subject to
      and conditional upon the VIS Representative being indemnified and
      reimbursed for all costs and expenses incurred or to be incurred in
      complying with such reasonable instructions by such Shareholders or
      otherwise through adjustment to the number of relevant Escrow Shares in
      the Warranty Escrow Account and/or the Net Equity Escrow Account, as
      appropriate, in accordance with this Escrow Agreement.

13    DEFINITIONS

      All definitions in the Offer Document shall have the same meanings in this
      Escrow Agreement, in addition the following term shall bear the following
      meaning:

      "BAM Share Fair Market Value" means the average of the closing prices of
      the BAM Shares on the NASDAQ stock market (or, if the BAM Shares cease
      trading on the NASDAQ stock market, such other national securities trading
      market in which primary trading of the BAM Shares occurs) for all the
      trading days during the 90 day period immediately preceding Completion as
      notified in writing to the Escrow Agent by BAM and the VIS Representative.

14    NOTICES

      All notices, requests, claims, demands and other communications under this
      Agreement shall be in writing and shall be deemed given if delivered
      personally or sent by facsimile, electronic mail, or overnight courier
      (providing proof of delivery) to the parties at the following addresses
      (or at such other address for a party as shall be specified by like
      notice):

      (a)   if to the VIS Representative to:

           Alexander Gordon Catto
           c/o Caimsea Investments Ltd.
           Clarebell House
           5-6 Cork Street
           London WIX 1PB

           Fax: 00 44 (0) 20 7535 3040

<PAGE>

                                                                         PAGE 14

           with a copy to:

           McGrigors
           Princes Exchange
           1 Earl Grey Street
           Edinburgh EH3 9AQ

           Attn: Anna Brown
           Fax: 00 44 (0) 131 777 7003

      (b)   if to BAM!. to:

           BAM! Entertainment, Inc.
           333 West Santa Clara St., Suite 716
           San Jose, CA 95113
           Attn: Ray Musci. President
           Fax: (408) 298-9600

           with a copy to:

           Kirkpatrick & Lockhart LLP
           10100 Santa Monica Blvd.
           7th Floor
           Los Angeles, CA 90067
           Attn: Thomas J. Poletti
           Fax: (310) 552-5001

      (c)   if to Escrow Agent, to:

           The Bank of New York
           Insurance Trust and Escrow Unit
           101 Barclay Street, 8W
           New York, New York 10826
           Attn: Sharon Coker
           Fax: (212) 815-5875

15    FINAL AGREEMENTS

      This Agreement is intended by the parities hereto to be the final,
      complete, and exclusive expression of the agreement between them. This
      Agreement supersedes any and all prior oral or written agreements relating
      to the subject matter hereof. No modification, rescission, waiver,
      release, or amendment of any provision of this Agreement shall be made,
      except by a written agreement signed by the parties hereto by a duly
      authorized representative thereof (the VIS Representative being the duly
      authorised representative of all of the VIS Shareholders and SOED
      Shareholders).

16    COUNTERPARTS

      This Agreement may be entered into in any number of counterparts and by
      the parties to it on separate counterparts, each of which when executed
      and delivered shall be an original, but all the counterparts together
      shall constitute one and the same document. This agreement may be validly
      exchanged by fax.

<PAGE>

                                                                        PAGE  15

17    LIABILITY

      For the avoidance of doubt any liability of individual SOED Shareholders
      and individual VIS Shareholders under this Agreement shall be limited to
      the equivalent of their proportion of the Net Equity Escrow Shares or
      Warranty Escrow Shares, as appropriate, provided that this limitation
      shall not in any way limit the obligations of the SOED Warrantors and the
      VIS Warrantors under the SOED Deed of Warranty and the VIS Deed of
      Warranty respectively.

IN WITNESS WHEREOF, the undersigned have executed this Escrow Agreement as of
the date herein above set forth.

SIGNATURE OF VIS SHAREHOLDER/SOED SHAREHOLDER


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

PLEASE PRINT YOUR NAME IN THE SPACE ABOVE AND THEN SIGN BELOW, IN THE PRESENCE
OF A WITNESS

  Signature by individual(s).
  sole or first named
  registered shareholder":

                       Witnessed by:

  1.
     ---------------
                      1. Name:                     Address:
                                                   Signature:
  JOINT HOLDERS:

  2.________________
                      2. Name:__________________   Address:_______________
                         _______________________   Signature:_____________

  3.________________
                      3. Name:__________________   Address:_______________
                         _______________________   Signature:_____________

  4.________________
                      4. Name:__________________   Address:_______________
                         _______________________   Signature:_____________

  Execution by
  corporation:        ___________________________      ___________________
                      Name of Director/Authorised      Signature
                      Signatory

  __________________  ___________________________      ___________________
  Name of Company     Name of Director/Secretary/      Signature
                      Authorised Signatory/witness


* You must have your signature witnessed. You should have your signature
witnessed by a person who is over 18 years of age and who is not one of the
joint registered holders (if any). The witness should NOT however be a spouse or
a member of your immediate family. The witness should also print their full name
and home address in the space provided.

                                                        BAM! ENTERTAINMENT, INC.

                                                        By: /s/ RAY MUSCI
                                                           ---------------------
                                                        Name: Ray Musci
                                                        Title: President

<PAGE>

                                                                        PAGE  16

                                                        THE BANK OF NEW YORK

                                                        ________________________

                                                        By:_____________________
                                                        Name:___________________
                                                        Title: its President

                                                        VIS REPRESENTATIVE

                                                        By: /s/ [ILLEGIBLE]
                                                           _____________________
                                                        Name:___________________

<PAGE>

                                                                         PAGE 17

                                   SCHEDULE 1

                     VIS SHAREHOLDERS AND SOED SHAREHOLDERS

<TABLE>
<CAPTION>
               VIS SHAREHOLDERS                                 SOED SHAREHOLDERS
-----------------------------------------------    ------------------------------------------
<S>                                                <C>
3i Group plc                                       Christiann Richard David van der Kuyl
Avanti Capital plc                                 Patrick Burns
Andrew Ayre                                        Peter Baillie
Peter Baillie                                      John Boyle
Bamboo Investments plc                             Alexander Gordon Catto
John Boyle                                         Brendon Clouston
David Brock                                        Coppertop Concepts Limited
James Bryan                                        Lord Catto's Settlement of November 1976
Patrick Bums                                       Noble Grossart Investments Limited
Alexander Gordon Catto                             AB Services
Innes Gordon & Alexander Gordon Catto (as
trustees of Lord Catto's settlement of November
1976)
The Estate of the Late Lord Catto                  David Brock
Paul Chestnutt                                     Paul Chestnutt
Brendon Clouston                                   John Fickling
Kirk M Ewing                                       Five Oceans Foundation
John Fickling                                      Andrew Fraser
Flextech Television Limited                        Jonathan Horne
PF Frew                                            Anthony Kennan
Timothy Gatland                                    Northern Edge Limited
Martin Gibson                                      Carl Openshaw
Robert Graham                                      Linda Reid
Margaret Harrison                                  Ian Cleland Ritchie
Terry Harrison                                     William Martin Ritchie
Terry & Margaret Harrison                          Simon Rogers
T Guy & Stott. Miles Higson                        Scottish Enterprise
Jonathan Horne                                     Julian Summer
Marja Huisman                                      TBI Financial Services Limited
Colin Ingleby-Mackenzic                            The Hamilton Portfolio Investments Limited
James Capel (Nominees) Limited (HSBC)
Anthony Kennan
Kleinwort Benson Limited
Iain Kenneth Lewandowski
M Scott Maxwell
Ran Meinertzhagen
William G Nisen
Noble Grossart Investments Ltd
Michael Noble
Philip Noble
Northern Edge
Carl Openshaw
Eric Reid
Mark Aaron Reid
Jan C Ritchie
Mairi Ritohie
Simon Francis Rogers
</TABLE>

<PAGE>

                                                                         PAGE 18

<TABLE>
<S>                                                <C>
Scottish Enterprise
Scottish Equity Partnership
David Semple
TBI Financial Services
TC Nominees (No 1) Limited
David Thomson
Trustees of the Dawn Harrison Interest
in Possession Settlement
Trustees of the Kay Aitkin Interest in Possession
Settlement
Christiaan R D van der Kuyl
Ben Webster
Robert Whitelaw
</TABLE>

<PAGE>

                                                                         PAGE 19

                                    APPENDIX
      BASIS OF PREPARATION OF MARCH 31 2004 ACCOUNTS, ADJUSTED CLOSING NET
                  EQUITY STATEMENT AND POST CLOSING ADJUSTMENT

1     FURTHER DEFINITIONS

      In this Agreement unless the context otherwise requires:

      "ACCOUNTING STANDARDS" means SSAPs and FRSs adopted and/or issued by the
      ASB pursuant to section 256, of the 1985 Act;

      "ASB" means Accounting Standard Board Limited (company number 2526824) or
      such alternative body prescribed by the Secretary of State from time to
      time pursuant to section 256, of the 1985 Act;

      "MARCH 31 2004 ACCOUNTS" means consolidated financial statements for VIS
      and its subsidiaries and also including the combined effect of SOED dated
      as at close of business on March 31 2004 prepared in accordance with
      accounting principles generally accepted in the United Kingdom
      consistently applied ("UK GAAP") and on a basis consistent with the
      methods used to prepare the audited consolidated balance sheet and profit
      and loss account of VIS and its subsidiaries for the financial year ended
      on November 30, 2002;

      "ADJUSTED ESTIMATED NET EQUITY" is as defined in section 3(i) of this
      Appendix

      "ADJUSTED CLOSING NET EQUITY" is as defined in the Adjusted Closing Net
      Equity Statement defined in clause 3(a) of the Escrow Agreement and as set
      out in 3(ii) of this Appendix;

      "FRS" means a Financial Reporting Standard issued by the ASB; and

      "SSAP" means a Statement of Standard Accounting Practice adopted by the
      ASB.

2     GENERAL REQUIREMENTS

      The Company has heretofore delivered to BAM copies of its audited
      consolidated financial statements, for the year ended November 30, 2002,
      which have been prepared by the Company and audited by KPMG, together with
      the unaudited estimated balance sheet for the period ending March 31 2004,
      (the "Estimated Balance Sheet"), and the related estimated profit and loss
      and cash flow statement for the period ending March 31, 2004
      (collectively, the "VIS FINANCIAL ESTIMATES"). The Company's audited
      consolidated financial statements for the period ended November 30, 2002
      were prepared in accordance with generally accepted accounting principles
      in the United Kingdom, consistently applied ("UK GAAP") and show a true
      and fair view of the profits or losses of the Company as at their date.
      The Company shall use its best endeavours to deliver to BAM the audited
      consolidated financial statements for the year ended November 30, 2003 of
      VIS and its subsidiaries ("November 30, 2003 Accounts") within 15 Business
      Days after the date of Completion.

      Subject to the provisions of paragraphs 3 and 4 of this Appendix, the
      March 31 2004 Accounts shall be prepared under the historical cost
      convention and on a basis consistent with the audited consolidated balance
      sheet and profit and loss account of VIS and its subsidiaries for the
      financial year ended on November 30, 2002 and also including the combined
      effect of SOED and, subject as aforesaid in accordance with accounting
      principles generally accepted in the United Kingdom (including Accounting
      Standards). The adjustment provisions specified in clause 3 shall take
      priority over the application of the

<PAGE>

                                                                         PAGE 20

      Accounting Standards in relation to the calculation of Adjusted Closing
      Net Equity and preparation of the March 31 2004 Accounts.

      The Company will engage KPMG, the Company's current auditors, to complete
      the review of the 31 March, 2004 Accounts required in connection with this
      transaction and the preparation of the November 30, 2003 Accounts.

3     POST CLOSING ADJUSTMENT

      The "Post Closing Adjustment" shall be:

            (i)   the sum of L1,614,041 ("Adjusted Estimated Net Equity")

            (ii)  less, the Adjusted Closing Net Equity amount derived from the
                  March 31 2004 Accounts (the "Adjusted Closing Net Equity").

      The following principles and calculations have been and will be observed
      in drawing up the March 31 2004 Accounts and Adjusted Closing Net Equity
      amounts:

       (a) All Sterling amounts have been (and will be) translated at an
           exchange rate of US$1.83=L1.

       (b) The development costs and related funding for the three principal
           games under development (Narc, SOE, and Brave) will be accounted for
           on the same basis as in the audited accounts for the financial year
           ended on November 30, 2002.

       (c) The Adjusted Estimated Net Equity equals L1,614,041 which was
           calculated as follows:

           i.   the net asset balance sheet account as defined according to UK
                GAAP and as reported on the Estimated Balance Sheet statement
                of the Company;

           ii.  less: Intangible asset balances for goodwill of L1,575,770, as
                defined according to UK GAAP and as reported on the Estimated
                Balance Sheet of the Company;

           iii. less an adjustment for an accrued loss on Brave of
                L121,000;

           iv.  less an adjustment for accrued interest to SOED of L60,000;

           v.   less an adjustment for deal fees of L100,000;

       (d) The Adjusted Closing Net Equity equal is defined as follows:

           i.   the net asset balance sheet amount set out in March 31 2004
                Accounts;

           ii.  Less: Intangible asset balances for goodwill;

       (e) Not withstanding anything contained herein to the contrary, the
           balance sheet accounting treatment of the following items is
           provided for clarification purposes:

           i.   VIS is accounting for its investment in VIS iTV on an equity
                accounting basis under UK GAAP and this basis will be applied
                in the March 31 2004 Accounts calculation;

<PAGE>

                                                                         PAGE 21

           ii.  The Estimated Balance Sheet of VIS does not include any fees and
                costs related to the Offer in excess of L100,000 and the
                Adjusted Closing Net Equity will include fees and costs related
                to the Offer in excess of L100,000;

           iii. The Estimated Balance Sheet of VIS does not include any accrued
                interest to SOED in excess of L60,000 and the Adjusted Closing
                Net Equity will include accrued interest to SOED in excess of
                L60,000;

           iv.  The March 31 2004 Accounts of VIS are combined with the balance
                sheets for SOED and do not exclude any SOED assets or
                liabilities.

       (f) NO CHANGES IN ACCOUNTING STANDARDS.

           Unless otherwise taken into account in accordance with the preceding
           provisions of this Appendix, the March 31 2004 Accounts shall be
           prepared without regard to any changes in Accounting Standards from
           those applied in the preparation of the audited consolidated
           accounts of VIS and its subsidiaries for the period ended 30
           November, 2002.