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THIS DISTRIBUTION AGREEMENT ("AGREEMENT") is made and entered into this day of
31st July 2001, by and between BAM ENTERTAINMENT LIMITED a company incorporated
under English law under registered number 04112030 the address of whose
registered office is 17 Burlington Street, Bath, Avon & Somerset BA1 2SB
("BAM"), and UBI SOFT ENTERTAINMENT SA, a French corporation, whose registered
office is at 61 rue Saint-Helier, Rennes 35000 France ("UBI SOFT").

UBI SOFT and BAM being hereinafter individually referred to as "Party" or
jointly referred to as the "Parties".

RECITALS

(A)   UBI SOFT is engaged inter alia in the business of publishing and
      distributing game software in the "Territory" (as hereinafter defined).

(B)   BAM is engaged inter alia in the business of development and production
      of game software for various platforms.

(C)   BAM wishes to appoint UBI SOFT and UBI SOFT wishes to act, on the terms
      and conditions set forth in this Agreement, as the exclusive distributor
      of BAM's Products within the Territory.

(D)   Therefore, in consideration of the mutual covenants hereinafter set forth
      and other good and valuable consideration, the parties hereto agree as
      follows:

1.    DEFINITIONS

      In this Agreement, the following terms shall have the following meanings:

1.1   "Products" shall mean all game software published by BAM in any language
      of the Territory including without limitation the Products listed in
      Schedule A and any other game software published or to be published by
      BAM in any of the Formats during the Term provided that (notwithstanding
      anything in this Agreement to the contrary) no program or video game
      shall constitute a Product unless or until BAM has (at its absolute
      discretion) selected and designated both it and the appropriate format it
      as such and notified the same to UBI SOFT. In the event BAM does not
      select any of its game software for inclusion into the Products, BAM
      shall not be entitled to distribute directly or indirectly such game
      software in the Territory during the Term.

      Within 10 (ten) Working Days after the date of notification to UBI SOFT
      as referred to in the proviso to the preceding paragraph UBI SOFT may
      reject at its absolute discretion any new game software added by BAM to
      the Products and serve notice of such rejection to BAM pursuant to Clause
      13.1; provided however that in this event, BAM shall be free to
      distribute directly or indirectly such game software in the Territory.

1.2   "Territory" shall mean the countries set out in Schedule B.

1.3   "Format" shall include without limitation PC CDROM/DVDROM Sony
      Playstation (PSX and PSOne), Sony Playstation 2, Nintendo 64, Nintendo
      GameCube, Sega Dreamcast, Nintendo GameBoy and Nintendo GameBoy Color,

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      Nintendo GameBoy Advance, Microsoft Xbox, Bandai WonderSwan and DVD
      VIDEO, Internet (including without limitation the HTML language),
      wireless, mobile and cellular phones, I-Mode, Palm Pilot, handheld
      computers, portable computers and any other vocal or written mail
      services such as "GMS" and "UMTS".

1.4   "Promotional Materials" shall mean any documents and materials in any
      language of the Territory including advertising, promotional display
      and/or other such marketing materials of or concerning the Products,
      furnished and/or approved in writing by BAM pursuant to Clause 10.11 and
      which UBI SOFT may use in conjunction with the distribution of the
      Products and for promotional purposes.

1.5   "Net Revenues" shall mean 100% of Gross Revenues less (i) all returns,
      mark-downs and price protections actually credited, and (ii) customary
      and usual trade discounts actually granted by UBI SOFT to its customers.

1.6   "Gross Revenues" shall mean 100% of all amounts invoiced by UBI SOFT to
      customers or end users or otherwise directly or indirectly payable or
      credited to or receivable by UBI SOFT and its affiliates from customers
      or end users for sales of the Products and the exploitation by UBI SOFT
      and its affiliates of any of the rights granted to it hereunder, less VAT
      and custom duties included in such amounts.

1.7   "Right Price" shall mean that the Product is considered to be so sold if
      the retail price falls below [*] of the original retail price at release.

1.8   "Working Day" shall mean 9am to 6pm Monday to Friday excluding bank and
      public holidays in England.

1.9   "Distribution Channels" shall mean retail distribution channels in the
      Territory, including, without limitation distribution to retailers,
      directly to end-users, to electronic retailers and through BtoB
      opportunities. Products may be sold or marketed via the Internet but not
      transmitted, distributed or made available to download via the Internet.

1.10  "Term" shall mean the period from the Signature Date to the date of
      expiration or termination (howsoever caused) ("Termination Date").

1.11  "Signature Date" shall mean the date of signature of this Agreement or
      (if signed by the Parties on different dates) the later of such dates.

      All references to Clauses and Schedules are to Clauses, Sub-clauses and
      Schedules of this Agreement. Words importing the singular only shall
      include the plural and vice versa; words importing the masculine gender
      shall include the feminine; and words importing persons shall include
      corporations.

2.    GRANT OF RIGHTS

2.1   BAM hereby grants UBI SOFT the exclusive right during the Term on the
      terms and conditions set forth in this Agreement and as follows:


* Confidential portion omitted and filed separately with the Commission.



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2.1.1  To distribute, market and sell the Products, directly or indirectly
       through third party distributors, at full price and Budget Price, through
       any Distribution Channels throughout the Territory.

2.1.2  To manufacture, distribute, market and sell the Promotional Materials in
       connection with the distribution of the Products throughout the
       Territory.

2.2    BAM hereby grants UBI SOFT a non-exclusive and non-transferable right
       during the Term on the terms and conditions set forth in this Agreement
       to use BAM's trade marks as indicated in Schedule C, in connection with
       the distribution and promotion of the Products and Promotional Materials
       of the Products.

2.3    BAM hereby appoints UBI SOFT as its exclusive distributor of the Products
       in the Territory during the Term pursuant to the terms and conditions of
       this Agreement.

2.4    Only those rights with respect to the right to distribute, market and
       sell the Products in the Territory expressly granted in Sub-Clause 2.1
       are licensed by BAM to UBI SOFT. All rights (including without limitation
       all rights outside the Territory and all and any electronic transaction
       rights (including without limitation cable, the internet and any on-line
       services) are retained and reserved by BAM exclusively worldwide.

3.     DELIVERY OF THE PRODUCTS BY BAM

3.1    The Parties shall, during the Term, discuss in good faith the proposed
       release dates of any Product and the expected levels of customer orders
       or customer demand for each of the Products available or to be released
       for the ensuing 4 (four) month period ("Expected Sales Level"). BAM shall
       provide UBI SOFT during the Term with any information which BAM
       reasonably considers relevant to the Products, including without
       limitation rating (age group, M-rated) for the purpose of discussing the
       Expected Sales Levels as set forth in this Clause 3.1. UBI SOFT shall
       however have no obligation to place orders of Products at such Expected
       Sales Level.

3.2    BAM shall (subject always to Clause 13.2) use its commercially reasonable
       endeavours to comply with UBI SOFT's initial order and shall deliver the
       number of units of Products ordered within (i) 45 (forty five) days after
       the service on it of any such order of Products for the PC Format and the
       Game Boy Advance Format and (ii) 10 (ten) Working Days after the service
       on it of any such order of Products for the PC Format and (iii) 60
       (sixty) days after the service on it of any such order of Products for
       the Game Boy Advance Format.

3.3    During the Term, UBI SOFT shall be free to request additional orders for
       each Product, BAM shall (subject to Clause 13.2) use its commercially
       reasonable endeavours to comply with each additional order made by UBI
       SOFT in writing, in accordance with Sub-Clause 3.2.

3.4    All orders for Products by UBI SOFT (whether initial or additional) shall
       be in writing and served on BAM in accordance with Sub-Clause 13.1. The
       parties



                                      -3-


<PAGE>   4
     acknowledge and agree that there shall be no minimum quantities for any
     order of Products (whether initial or additional) other than in accordance
     with such minimum orders as may be set by Sony, Nintendo, Microsoft and
     their authorised replicators.

3.5  The Products, delivered by BAM to UBI SOFT in any language of the Territory
     shall be ready for sale in the Territory, with a manual attached, in their
     respective packaging and properly wrapped. All expenses related to the
     localization of the Products, including localization of packaging and
     manual of the Products, in any language of the Territory shall be borne by
     BAM.

     BAM will inform UBI SOFT of the minimum sales potential required to have
     the Products localized in any language of the Territory. The parties
     acknowledge that BAM shall have no obligation to localize the programs of
     the Products in any language of the Territory. BAM however acknowledges
     that sales potentials of the Products depend on BAM's decision with respect
     to localizations of the programs of the Products.

     In the event BAM decides not to localize the programs of the Products, BAM
     must deliver to UBI SOFT the Products which packaging and manual have been
     localized in the language of each country of the Territory except if the
     parties mutually agree to release the Products with English packaging and
     manuals. BAM shall however comply with local laws and regulations in each
     country of the Territory with respect to localization of the Products.

3.6  The Products shall be delivered to UBI SOFT FOB to any of the appropriate
     UBI SOFT warehouses in the Territory UBI SOFT's warehouses are located in
     France, Germany, Italy, Spain, Switzerland, Denmark and any other addresses
     in the Territory to be notified in writing by UBI SOFT to BAM with adequate
     advance notice. If the Products are delivered duties unpaid and if UBI
     SOFT's sale of the Products results in UBI SOFT having to pay the duties on
     the import of the Products, BAM shall promptly reimburse UBI SOFT the
     documented duties paid by the latter upon UBI SOFT's request.

3.7  The recommended retail price for the Products shall be set in accordance
     with Clause 10.14.

     UBI SOFT is entitled at any time during the Term, to return at its sole
     discretion any and all unsold Products, including Products which have been
     returned to UBI SOFT by its customers, and defective Products. UBI SOFT
     shall use reasonable endeavours to propose its customers sales price
     decreases and price protections to limit returns of unsold Products. Any
     price decrease shall be submitted by UBI SOFT for BAM's prior written
     approval. BAM shall have a period of 5 (five) Working Days to render its
     approval. In the event BAM does not render its approval or disapproval with
     such 5 (five) Working Day period, the price decrease submitted by UBI SOFT
     shall be deemed approved by BAM.

     Any return of the Products by UBI SOFT pursuant to this Clause 3.7 shall be
     at BAM's risk and sole expense. In addition, in the reasonable opinion of
     UBI SOFT a Product is a slowmoving item, each Party is entitled to enter
     into

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<PAGE>   5
        negotiations in good faith in order to come to an agreement acceptable
        for both Parties regarding such slow moving item.

3.8     Except as otherwise expressly provided in this Agreement, BAM will pay
        for and be responsible for shipment and insurance (a) of the Products
        delivered by BAM to UBI SOFT's warehouses in the Territory and (b) for
        returns of Products in accordance with Clause 3.7 by UBI SOFT to BAM.
        UBI SOFT shall pay for and be responsible for shipping and insuring
        Products(a) delivered by UBI SOFT to its customers and (b) for Products
        returned by UBI SOFT's customers to UBI SOFT.

3.9     In the event of a Product being found to have a manufacturing fault or
        any other defect which is not directly or indirectly attributable to any
        default by UBI SOFT, such Product will be replaced by BAM free of
        charge. Where it can be shown that UBI SOFT is responsible for any
        defect in any Product, UBI SOFT shall reimburse BAM for the cost of
        manufacture of such Product and for any other cost, expense or damage
        resulting therefrom.

4.      FREE SAMPLES

4.1     UBI SOFT shall be entitled to distribute Remuneration-free promotional
        units given away for the promotion of the Products ("Free Samples").
        With regards to the Free Samples distributed for marketing and
        promotional purposes, UBI SOFT shall not pay any Remuneration to BAM.

4.2     Depending on the sales potential of the Products, UBI SOFT shall be
        entitled to distribute the following numbers of Free Samples:

4.2.1   for Products having a [*] units and above Expected Sales Level: [*]
        Free Samples.

4.2.2   for Products having between [*] and [*] units Expected Sales
        Level: [*] Free Samples.

4.2.3   for Products having less than [*] units Expected Sales Level: [*] Free
        Samples.

5.      REMUNERATION

5.1     UBI SOFT FEES

        In consideration of the services provided by UBI SOFT to BAM, UBI SOFT
        shall be entitled to a distribution services fee ("DISTRIBUTION SERVICE
        FEE") of (i) [*] of its Net Revenues with respect to sales of all
        Products except Products for the Nintendo GameBoy Advance Format and
        (ii) [*] of its Net Revenues with respect to sales of the Products for
        the Nintendo GameBoy Advance Format and (iii) notwithstanding the
        foregoing, [*] of its Net Revenues for any sale of the Products on any
        Format through sub-distribution agreement, which shall be deducted from
        the Remuneration paid by UBI SOFT to BAM under Sub-Clause 5.2 of this
        Agreement.

* Confidential portion omitted and filed separately with the Commission.


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<PAGE>   6
       The Distribution Service Fee shall be reduced (i) from [*] to [*] of the
       Net Revenues with respect to the all Products except Products for the
       Nintendo GameBoy Advance Format and (ii) from [*] to [*] of the Net
       Revenues with respect to the Products for the Nintendo GameBoy Advance
       Format, for any tranche of Gross Revenues above [*]. Such reduction shall
       not apply to sales of the Products through sub-distribution agreements
       for which the Distribution Service Fee shall remain [*] of the Net
       Revenues.

5.2    REMUNERATION TO BAM

5.2.1  UBI SOFT shall pay to BAM an amount ("REMUNERATION") equal to UBI SOFT's
       Net Revenues after deduction of (i) its Distribution Services Fee as set
       forth in Clause 5.1 and (ii) an indemnifying handling fee of [*]
       calculated on the amounts of credit notes issued by UBI SOFT and its
       affiliates to their customers with regard to any Product returned in
       accordance with Clause 3.7.

5.2.2  UBI SOFT shall pay an advance against the Remuneration, fully recoupable
       from January 2002 (inclusive) onwards against any amount due by UBI SOFT
       to BAM with respect to the Remuneration, in the amount of [*] (the
       "Advance"). The Advance shall be paid according to the following
       schedule:

       [*] upon signature of this Agreement by the Parties, recoupable against
       any amount due by UBI SOFT to BAM with respect to the Remuneration from
       January 2002 (inclusive)

       [*] upon commercial release of the first Product, recoupable against any
       amount due by UBI SOFT to BAM with respect to the Remuneration from March
       2002 (inclusive)

       [*] within 60 (sixty) days after commercial release of the first Product,
       recoupable against any amount due by UBI SOFT to BAM with respect to the
       Remuneration from April 2002 (inclusive)

       UBI SOFT shall be entitled to deduct each month from the Remuneration a
       provision for returns, price protections and yearly discounts of [*] of
       the Remuneration. Such monthly provision shall be released and readjusted
       by UBI SOFT every 120 (one hundred and twenty) days.

5.2.3  Unless expressly provided herein, all payments of the Remuneration by
       UBI SOFT to BAM shall be made free, clear of and without any deduction
       or condition whatsoever other than deduction for Marketing Expenses as
       set forth in Clause 10.5.

5.2.4  In the event the balance of the Remuneration is negative because of
       returns of Products to UBI SOFT by its customers, BAM shall reimburse
       this negative balance to UBI SOFT each quarter provided always that the
       Advance shall only



* Confidential portion omitted and filed separately with the Commission.

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<PAGE>   7
       be recoupable in accordance with Clause 5.2.2 and in no circumstances
       will BAM be required to reimburse any of the Advance to UBI SOFT.

6.     STATEMENTS, INVOICE, PAYMENT AND AUDIT

6.1    UBI SOFT shall serve monthly statements on BAM within 30 (thirty) days
       after the end of each calendar month, detailing for each part of the
       Territory the sales of the Products, Gross Revenues, Net Revenues,
       marketing expenses, marketing expenses, the number of returns, the
       number of Products remaining in stock, the number of defective Products,
       the number of Free Samples, and the Remuneration payable to BAM.
       Payments of the Remuneration in respect of each month shall be made by
       UBI SOFT to BAM within 7 (seven) days after service on it of BAM's
       invoices and shall be made in Euros. For the avoidance of doubt the
       reference to seven days in this Clause shall be to seven sequential
       calendar days. UBI SOFT shall invoice its customers as soon as possible
       after shipment of Products to them and shall use its best endeavors to
       enforce payment thereof. Every invoice remaining unpaid after its due
       date will incur interest at 2% (two per cent) per annum above the base
       rate from time to time of Lloyds TSB Bank PLC.

       UBI SOFT agrees to provide BAM figures with respect to expected sales
       within 20 (twenty) days after the end of each calendar quarter for
       information purpose only.

6.2    BAM shall be entitled, with no less than 4 (four) weeks' prior written
       notice, to have UBI SOFT's accounts and books inspected at BAM's expense
       no more frequently than twice per year by an independent certified
       public accountant for the purpose of examining these books and records
       only as they relate to sales of the Products. In the event of an error
       in any accounting in favour of BAM of [*] or more, the reasonable cost of
       such inspection shall be borne by UBI SOFT.

7.     TERM

7.1    This Agreement shall commence on the Signature Date and continue for 2
       (two) years thereafter save that in the case of Italy, Finland, Norway,
       Denmark and Sweden it shall continue until 31 December 2002.

7.2    Unless the Agreement is terminated by BAM pursuant to Sub-Clause 12.1,
       UBI SOFT shall also be entitled to a sell-off period ("Sell-Off Period")
       for a period of [*] from the Termination Date. During the Sell-Off
       Period, UBI SOFT shall be authorized to sell and distribute any unit of
       the Products that remains in its stock.

7.3    This Agreement may be renewed upon mutual written agreement of the
       Parties.

7.4    Upon expiration or termination of this Agreement or (if Sub-Clause 7.2
       applies) at the end of the Sell-Off Period, UBI SOFT shall promptly
       return to BAM, at BAM's risk and expense, the units of the Products that
       remain in the possession of UBI SOFT, together with a complete stock
       inventory thereof. UBI SOFT shall


* Confidential portion omitted and filed separately with the Commission.

                                      -7-

<PAGE>   8

        be entitled to retain an appropriate number of Products for replacement
        of defective Products.

8.      WARRANTIES AND INDEMNITIES

8.1     UBI SOFT Warranties and Indemnity

8.1.1   UBI SOFT warrants and represents that (i) UBI SOFT has and throughout
        the Term will have full power and authority to enter into and fully
        perform this Agreement, (ii) the execution and performance of this
        Agreement by UBI SOFT does not violate any agreements, rights or
        obligations existing between UBI SOFT and any third party or any other
        rights, laws or regulations, (iii) the Products will be stored
        separated from other products and the Products will be marked as BAM's
        property, (iv) UBI SOFT shall use best commercial efforts to distribute,
        market and sell the Products in the Territory (v) UBI SOFT shall
        maintain and manage a distribution and sales force which shall actively
        exploit the Products throughout the Territory, such sales force to have
        sufficient size, training expense and resources to serve the entire
        Territory in a professional manner consistent with commercially
        recognised industry standards.

8.1.2   UBI SOFT will both during and after the Term indemnify BAM against any
        loss, injury or damage (including any legal costs and expenses and any
        compensation costs and disbursements) suffered or incurred by BAM in
        consequence of any material breach of UBI SOFT's warranties contained
        in this Agreement.

8.2     BAM Warranties and Indemnity

8.2.1   BAM warrants and represents that (i) BAM has and throughout the Term
        will have full power and authority to enter into and fully perform this
        Agreement, (ii) the execution of this Agreement by BAM does not and
        will not anywhere in the Territory violate any copyright, trademark or
        other intellectual property rights of a third party or any agreements,
        rights or obligation existing between BAM and any third party or any
        other rights, laws or regulations, (iii) BAM is the author of or has
        been granted regularly the exclusive licence to distribute the Products
        and that the sale of the Products shall not be in any way a violation
        of any copyright or trade mark of any third party in the Territory
        during the Term, (iv) the Products have not been rated by the US
        Entertainment Software Ratings Board as more adult than "mature" and
        (v) BAM will use all commercially reasonable endeavours to comply with
        all applicable Laws, rules and regulations in effect during the Term of
        this Agreement, including without limitation all professional
        registration requirements and technical specifications pertaining to
        any aspect of the Products.

8.2.2   BAM will both during and after the Term indemnify UBI SOFT against any
        loss, injury or damage (including any legal costs and expenses and any
        compensation costs and disbursements) suffered and incurred by UBI SOFT
        in consequence of any material breach of any of BAM's warranties
        contained in this Agreement.

8.3     The indemnified Party shall promptly inform the indemnifying Party in
        writing of any such claim, demand or suit and shall fully cooperate in
        the defence thereof. The indemnified Party will not agree to the
        settlement of any such claim, demand or suit prior to the final
        judgement thereon without the consent of the


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<PAGE>   9
        indemnifying Party, whose consent will not be unreasonably withheld.
        The indemnified Party shall not by any act or omission admit liability
        or otherwise prejudice or jeopardise the indemnifying Party's actual or
        potential defence to any claim. The said indemnity is subject to the
        indemnified Party's duty to mitigate all of its said costs, expenses,
        damages or liabilities.

8.4     Neither Party shall be liable to the other for loss of profits, loss of
        use, or for any incidental consequential special or other damages
        however caused and whether liability is asserted in contract or tort,
        including negligence and strict liability, whether or not it had been
        advised by the other Party of the possibility of any such loss or
        damage occurring.

9.      COPYRIGHTS, PATENTS, TRADE MARKS & OTHER INTELLECTUAL PROPERTY RIGHTS

9.1     UBI SOFT shall use only those trade marks and copyrights of BAM
        designated in writing by BAM in distributing and marketing the Products.

9.2     UBI SOFT shall prominently display BAM's logos and trade marks on any
        Promotional Materials relative to the Products in a form and manner
        approved by BAM in writing in advance. UBI SOFT shall be entitled to
        use its own logos and trade marks in respect of the distribution and
        the marketing of the Products and on any Promotional Material as the
        exclusive distributor in the Territory in a form and manner approved by
        BAM in writing in advance. BAM's prior written approvals shall be
        rendered to UBI SOFT within 5 (five) Working Days. In the event BAM
        does not render its approval or disapproval with such 5 (five) Working
        Day period, any material and Promotional Material submitted by UBI SOFT
        shall be deemed approved. In the event such approval requires the
        approval of all or any of BAM's licensors, the parties agree to extend
        in writing the approval period accordingly.

9.3     UBI SOFT acknowledges that all of the copyrights, trade marks and other
        intellectual property rights used or embodied in or in connection with
        the Products including, but not limited to, all documentation and
        manuals relating thereto and all Promotional Materials are and shall
        remain the sole and exclusive property of and/or under exclusive
        licence to BAM, and UBI SOFT shall not during or at any time after the
        Term in any way question or dispute the ownership or any such rights
        granted to BAM in relation to the Products. To the extent that any such
        rights accrue to UBI SOFT, UBI SOFT shall hold the same as base trustee
        of BAM and shall promptly and unconditionally assign the same to BAM on
        demand in writing. UBI SOFT shall take all actions and execute all
        documents, at BAM's expense and as BAM may reasonably request, to
        effect the acknowledgement of ownership contained herein and to secure,
        maintain and defend for BAM's own benefit all rights therein.

9.4     UBI SOFT: (i) shall not create a unitary composite mark involving any
        BAM's trade marks without the prior written approval of BAM and (ii)
        shall display symbols and notices clearly and sufficiently indicating
        the trade mark status and ownership of BAM's trade marks by BAM in
        accordance with applicable trade mark law and practice. UBI SOFT
        acknowledges and agrees that its utilization of BAM's trade marks will
        not create in it, nor will it represent it has, any right, title


                                      -9-
<PAGE>   10


        or interest in or to such of BAM's trade marks other than the license
        expressly granted herein. BAM's prior written approvals shall be
        rendered to UBI SOFT within 5 (five) Working Days. In the event BAM does
        not render its approval or disapproval with such 5 (five) Working Day
        period, any material and Promotional Material submitted by UBI SOFT
        shall be deemed approved. In the event such approval requires the
        approval of BAM's licensors, the parties agree to extend in writing the
        approval period.

9.5     Upon the expiration of the Sell Off Period as set forth in Clause 7.2
        or termination pursuant to Sub-Clause 12.1, UBI SOFT shall forthwith
        irrevocably discontinue its use referred to in Sub-Clause 9.1, without
        compensation for such discontinuation.

9.6     If during the Term any claim is asserted against UBI SOFT in relation
        to the Products or if UBI SOFT discovers that BAM's rights in the
        Products have been infringed it shall immediately notify BAM and
        render to BAM at BAM's expenses all such assistance in the prosecution
        of or defence to such matter as BAM may request.

10.     MARKETING & CUSTOMER SERVICE

10.1    The strategic and conceptual marketing and promotional activities of
        the Products shall be carried out by BAM. For each Product, BAM shall
        prepare a marketing plan that will be sent to UBI SOFT. UBI SOFT will
        adapt it to each country in the Territory and will transfer it to
        each local product manager. The parties agree to use reasonable
        endeavours to follow the guidelines attached hereto in Schedule D or
        such amended version of the guidelines as produced and agreed from time
        to time between them.

        The marketing plan shall include the following:

10.1.1  budget allocation;

10.1.2  proposed pricing strategies;

10.1.3  advice on release dates for the Products;

10.1.4  expectations on sales, etc.;

10.1.5  preference of media buying;

10.1.6  marketing at sales meetings and trade exhibitions.

10.2    UBI SOFT shall carry out such marketing for the Products (which shall
        include (without limitation) trade marketing, Operative advertising and
        in-store merchandising) in the Territory as BAM may request.

10.3    BAM shall reimburse to UBI SOFT marketing expenses actually incurred by
        UBI SOFT subject always to a limit of:-

10.3.1  [*] of Gross Revenues with respect to the Products except the Products
        for the Nintendo Game Boy Advance platform; and

* Confidential portion omitted and filed separately with the Commission.

                                      -10-


<PAGE>   11
10.3.2  [*] of Gross Revenues with respect to the Products for the Nintendo Game
        Boy Advance platform.

10.4    The allocation of the marketing expenses among the Products shall be
        agreed by the parties at the same time as the marketing plans, as soon
        as the Expected Sales Levels are determined by the parties pursuant to
        the provisions of Clause 3.1. The Marketing Expenses with respect to
        each Product shall be agreed by the parties no later than 4 months
        before the release date of any Product.

10.5    BAM agrees that subject to prior receipt of appropriate invoices from
        UBI SOFT and evidence of the actual marketing expenses incurred by UBI
        SOFT, UBI SOFT will be entitled to deduct from the Remuneration due to
        BAM:

10.5.1  such marketing expenses incurred by UBI SOFT in each month ("the
        Relevant Month"); and

10.5.2  any marketing expenses properly incurred in previous months which have
        not already been reimbursed by BAM;

        subject to the limits set out in clause 10.3.

10.6    BAM may at its sole discretion reimburse marketing expenses incurred by
        UBI SOFT in excess of the limits referred to in clause 10.3 hereof.

10.7    Nothing herein shall prevent BAM from marketing any Product in the
        Territory itself provided that BAM's expenses are in addition to the
        marketing expenses which BAM are required to reimburse to UBI SOFT
        hereunder.

10.8    UBI SOFT undertakes to appoint dedicated product managers in each major
        subsidiary and a Brand manager dedicated to the Products in its central
        marketing team.

10.9    The Parties agree that meetings shall be organized every 2 (two) months
        between UBI SOFT's central marketing team and BAM's marketing staffs in
        order to discuss Product launches, marketing plans and the overall
        on-going activities in relation to the Products.

10.10   UBI SOFT shall be entitled to use the Promotional Materials provided by
        BAM and to create original marketing materials for promotion purpose.
        The marketing materials created by UBI SOFT shall be submitted, for
        BAM's prior written approval. Once submitted, BAM shall have a maximum
        of 5 (five) Working Days to approve or reject the marketing material in
        writing. After 5 (five) Working Days without any response, the marketing
        materials shall be deemed approved, save that in the event that such
        approval requires the approval of all or any of BAM's licensors, the
        parties agree to extend in writing the approval period accordingly.
        BAM's approval shall not be unreasonably withheld.

10.11   In addition, UBI SOFT undertakes to:

10.11.1 manage the distribution, sales and stock of the Products;


* Confidential portion omitted and filed separately with the Commission.


                                      -11-


<PAGE>   12

10.11.2   manage the end-user support (including phone support, hint lines);
          All such expenses paid by UBI SOFT shall be invoiced to BAM once they
          have been incurred. BAM shall pay to UBI SOFT its invoiced end-user
          support expenses within 30 (thirty) days after the service on it of
          UBI SOFT's invoice.

10.11.3   manage the customer and sub-distributor accounts;

10.11.4   negotiate and administer co-operative advertising campaigns with
          customers;

10.11.5   handle public relations services (magazines, previews, reviews,
          preparation of press releases);

10.11.6   handle the Products' presentation;

10.11.7   negotiate, for the Products, the cost of media and point of sales on
          behalf of BAM;

10.11.8   manage BAM's brands;

10.11.9   advise BAM on sub-licensing opportunities;

10.11.10  advise BAM with regard to sales items (trailers, give-aways, goodies);

10.11.11  provide BAM with regular information relative to the performance of
          the Products in the Territory in comparison with BAM's competitors'
          products in the Territory;

10.11.12  plan manufacturing and inventory control of the Products;

10.11.13  prepare point of sales materials if relevant at UBI SOFT's sole
          discretion;

10.11.14  prepare sell sheets;

10.11.15  advise regarding, if required, the management of the localization and
          production of demonstration copies of the Products; and

10.11.16  work with BAM at trade shows if relevant at UBI SOFT's sole
          discretion;

10.12     In respect of any game software that has been designated by BAM as a
          Product pursuant to clause 1.1 and that has not been rejected by UBI
          SOFT pursuant to clause 1.1 BAM shall (subject always to clause
          10.15) use all commercially reasonable endeavours not to release such
          game software for distribution in the United Kingdom before the date
          of first commercial release of the said software in any part of the
          Territory.

10.13     The obligation on BAM in clause 10.12 shall not apply to the extent
          that it contravenes any law or regulation in any part of the European
          Union or any part of the Territory.


                                      -12-
<PAGE>   13
10.14   The parties agree to discuss in good faith the recommended retail price
        to be suggested by UBI SOFT to its customers for each Product; provided
        however that in the event the parties do not reach an agreement, BAM
        shall at its sole discretion propose to UBI SOFT such recommended retail
        price.

11.     CONFIDENTIALITY

        Each Party undertakes to keep and treat as confidential and not disclose
        to any third party any information relating to the business or trade
        secrets of the other, including but not limited to information relating
        to the Products and other UBI SOFT software or marketing or support
        thereof, nor make use of such information for any purpose whatsoever
        other than for the purposes of this Agreement. This undertaking shall
        last during the Term and survive the Termination Date for a period of 2
        (two) years thereafter.

12.     TERMINATION

12.1    This Agreement may be terminated immediately by either Party by the
        service of notice on the other Party if (i) the other Party commits a
        breach of any obligations or undertakings hereunder and fails within 30
        (thirty) days of the service on it of notice to that effect to remedy
        the same; (ii) the other Party shall convene a meeting of its creditors
        or if a proposal shall be made for a voluntary arrangement within
        applicable laws or a proposal for any other composition scheme or
        arrangement with (or assignment for the benefit of) its creditors or if
        the other shall be unable to pay its debts, or if a trustee, receiver,
        administrative receiver, or similar officer is appointed in respect of
        all or any part of the business or assets of the other or if a petition
        is presented or a meeting is convened for the purpose of considering a
        resolution or other steps are taken for the winding up of the other or
        for the making of an administration order (otherwise than for the
        purpose of an amalgamation or reconstruction)

12.2    The termination or expiry of this Agreement shall be without prejudice
        to the rights of the Parties accrued up to the date of such termination.

12.3    In the event of termination of this Agreement by UBI SOFT, according to
        Clause 12.1 above, UBI SOFT shall be entitled to the Sell-Off Period as
        specified in Clause 7.4. During this Sell-Off Period, UBI SOFT shall be
        authorized to sell and distribute any unit of the Products that remains
        in stock at the date of Termination but for the avoidance of doubt UBI
        SOFT shall continue to repay Remuneration in respect thereof in
        accordance with Clause 5.2.

12.4    All rights granted to UBI SOFT hereunder shall cease and automatically
        revert back to BAM in the event of termination or expiry hereof.

12.5    There shall survive the Termination Date:

12.5.1  clauses 1, 5.2, 6, 7.2, 8, 9, 11, 12.3, 12.5, 12.6, 13.1, 13.11 and
        13.12; and

12.5.2  any other provision of the Agreement whose terms or context requires its
        survival.


                                      -13-
<PAGE>   14
12.6    Without prejudice to Clause 12.3, within 30 (thirty) days after the
        Termination Date UBI-SOFT shall pay to BAM all Remuneration and other
        sums due to BAM hereunder.

13.     MISCELLANEOUS

13.1    Notices

13.1.1  All notices required or permitted by this Agreement shall be in writing
        and in the English language and sent by first class letter or by
        facsimile or email or delivered by hand on a Working Day (with a
        confirmation copy sent simultaneously by first class mail) to the
        receiving party at its principal office address as written above. Either
        Party may alter its address for notice by giving notice as aforesaid.

13.1.2  Any such notice shall be deemed to be duly served:-

        13.1.2.1  if delivered personally, on the date of delivery or, if not a
                  Working Day, on the next Working Day;

        13.1.2.2  if sent by first class mail, 2 (two) Working Days following
                  the date of posting; and

        13.1.2.3  if sent by facsimile or email, at the time of transmission,
                  provided it is made on a Working day and that a copy is sent
                  by first class post before 5:30 pm on the same day.

13.2    Force Majeure

13.2.1  Neither party shall be under any liability to the other or any other
        party in any way whatsoever for destruction, damage or delay arising out
        of circumstances beyond its reasonable control but not limited to war,
        rebellion, civil commotion, strikes, lock-outs and industrial disputes,
        fire, theft, explosion, earthquake, act of God, flood, drought or bad
        weather, the unavailability of deliveries, supplies, products, disks or
        other media or the requisitioning or other act or order by any
        government department, council or other constituted body.
        Notwithstanding the forgoing, each party shall use all reasonable
        endeavours to continue to perform, or resume performance of such
        obligations hereunder for the duration of such force majeure.

13.2.2  If either party is affected by force majeure, it shall promptly notify
        the other in writing of the nature and extent of the circumstances in
        question, and the length of time for which it is estimated such
        circumstance shall subset.

13.2.3  In the event that either party is affected by force majeure for a period
        of more than ninety (90) days the other party may terminate this
        Agreement upon notice to the first party.

13.3    Partial Ineffectiveness (Severability)

        If any term or provision of this Agreement shall be held by any
        judicial, arbitral, regulatory or other public authority of competent
        jurisdiction to be, illegal,


                                      -14-
<PAGE>   15
       invalid, void or unenforceable, it will be to that extent omitted and the
       validity or enforceability of the remainder of this Agreement shall not
       affected.

13.4   Assignment

       The parties may not assign this Agreement or any part hereof without the
       prior written consent of the other party, which approval shall not be
       unreasonably withheld and neither party may sub-contract or delegate its
       obligations under this Agreement without the prior written consent of
       the other party. No delegation or sub-contracting by either party of any
       of its obligations hereunder shall relieve it of its primary obligations
       hereunder to the other.

       Notwithstanding anything to the contrary herein, UBI SOFT shall be
       entitled to sub-contract the rights to market and distribute the
       Products to its affiliates in the Territory, which list is attached
       hereto in Schedule B, provided that UBI SOFT shall be primarily liable
       for all activities of its affiliates with respect to the Products.

13.5   Entire Agreement

       This Agreement supersedes any arrangements, undertakings,
       understandings, promises or agreements made or existing between the
       parties hereto prior to or simultaneously with this Agreement (other
       than the Nondisclosure Agreement and the Software Distribution Agreement
       entered into by the Parties on [        ] 2001 and [19 February] 2001
       respectively and constitutes the entire understanding between the
       parties hereto.

13.6   Headings

       The clause headings in this Agreement are inserted for ease of reference
       only and shall not affect the construction or interpretation of this
       Agreement.

13.7   Relationship between BAM and UBI SOFT

       It is agreed and understood that BAM is not the agent or representative
       of UBI SOFT and has no authority or power to bind or contract in the name
       of or to create any liability against UBI SOFT in any way or for any
       purpose. Nothing herein contained shall be construed to create a
       partnership or joint venture or employment relationship or agency
       relationship between the Parties.

13.8   Waiver

       The failure by either Party to enforce at any time or for any period any
       one or more of the terms or conditions of this Agreement shall not be a
       waiver of them or of the right at any time subsequently to enforce all
       terms and conditions of this Agreement.

13.9   Time of Essence

       Time shall be of the essence in respect of the performance by UBI SOFT
       and BAM of their respective obligations hereunder.



                                      -15-

<PAGE>   16
13.10     Alteration of Agreement

          No alteration, modification or addition to this Agreement nor any
          waiver of any of the terms hereof shall be valid unless made in
          writing and signed by the duly authorized representatives of both
          parties.

13.11     The parties agree that if, contrary to the intention and expectation
          of the parties, a court of competent jurisdiction deems the
          Commercial Agents Regulations 1993 (or equivalent) to apply to this
          Agreement or any part of it, UBI SOFT shall be entitled to be
          indemnified and not compensated thereunder.

13.12     Governing Law

          This Agreement shall be governed by the laws of England and shall be
          submitted in case of any dispute to the Courts on England


                                      -16-
<PAGE>   17
                                   SCHEDULE A

<Table>
<Caption>
-------------------------------------------------------------------------------
TITLE                      GENRE                  FORMAT          RELEASE
-------------------------------------------------------------------------------
<S>                        <C>                    <C>             <C>
PPG Battle Babes            PPG                    PSX-2           nov-01
-------------------------------------------------------------------------------
PPG Mojo Jojo Titanic       PPG                    GBA             nov-01
-------------------------------------------------------------------------------
PPG Island of Dr Mojo       PPG                    PC - bud        sept-01
-------------------------------------------------------------------------------
Dexter Deesaster Strikes    Dexter                 GBA             nov-01
-------------------------------------------------------------------------------
Dexter Lab Time Forgot      Dexter                 PSX-2           nov-01
-------------------------------------------------------------------------------
Dexter Science Fair         Dexter                 PC - bud        sept-01
-------------------------------------------------------------------------------
Hot Potato                  Puzzle                 GBA             jun-01
-------------------------------------------------------------------------------
Five Pro Wrestling          Action                 GBA             jun-01
-------------------------------------------------------------------------------
Driven                      Arcade Racing          PS2 - 4         nov-01
-------------------------------------------------------------------------------
Driven                      Arcade Racing          GBA             nov-01
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
PPG Title                   PPG                    PS2             spring 02
-------------------------------------------------------------------------------
Dexter Title                Dexter                 PS2             spring 02
-------------------------------------------------------------------------------
PPG Title                   PPG                    GC              spring 02
-------------------------------------------------------------------------------
Dexter Title                Dexter                 GC              spring 02
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Reign of Fire               Arcade-Action          GBA             summer
                                                                   2002
                                                   PS2             summer
                                                                   2002
                                                   X-Box           summer
                                                                   2002
                                                   Game Cube       summer
                                                                   2000
-------------------------------------------------------------------------------
Sound of Thunder            Action-Adventure       GBA             X-mas 2002
                                                   PS2             X-mas 2002
                                                   X-Box           X-mas 2002
                                                   Game Cube       X-mas 2002
-------------------------------------------------------------------------------
6e Sens                     Adventure              X-Box           X-mas 2002
-------------------------------------------------------------------------------
Mage                        Action-Adventure       GBA             2003
                                                   PS2             2003
                                                   X-Box           2003
                                                   Game Cube       2003
-------------------------------------------------------------------------------
Ecks vs. Sever              Doom-like                              film 2003...
-------------------------------------------------------------------------------
</Table>

                                      -17-

<PAGE>   18
                                   SCHEDULE B

TERRITORY

France, Germany, Italy, Spain, Benelux
Austria, Switzerland
Finland, Norway, Denmark, Sweden

UBI SOFT'S AFFILIATES

Ubi Soft France, Montreuil 93108, France

Ubi Soft GmbH, Dusseldorf, Germany,

Ubi Soft GmbH, Salsbourg 5023, Austria.

Ubi Soft Spa, Milano 20143, Italy

Ubi soft SA, Barcelona 08190, Spain

Ubi Soft, Bruxelles 1140, Belgium

Ubi Soft Nordic AS, Frederiksberg 2000, Denmark/Bromma 16869, Sweden


* Confidential portion omitted and filed separately with the Commission.




                                      -18-
<PAGE>   19
                                   SCHEDULE C

TRADE MARKS

BAM! ENTERTAINMENT

BAM!

BAM! 4

BAY AREA MULTI MEDIA, INC.



                                      -19-
<PAGE>   20

                                   SCHEDULE D

                BAM & UBI SOFT: NEW GUIDELINES TO BE IMPLEMENTED

ORGANISATION

o    BAM and UBI SOFT provide the list of the contacts for each game.

o    At least every two months, UBI SOFT EMEA Central Marketing and BAM will
     have a common meeting to make the point on each current project.

o    UBI SOFT'S relationship with the licensors: the subsidiaries should inform
     & copy whenever possible BAM on every contact they have with WARNER BROS.
     or CARTOON NETWORK or any other licensor. If they have meetings dedicated
     to BAM properties, BAM should be invited. If BAM can't come, the subs
     should send a brief summary of each meeting to them. Please make sure that
     Lisa Cheney and the appropriate product manager is included in the notes.

o    BAM can visit or take part in UBI SOFT internal meetings provided that BAM
     and the Local Brand managers/Central Marketing have a preliminary
     consultation about the strategy and the communication that have to be
     adopted. The goal of those visits is to motivate the sales forces on the
     licences.

o    BAM's contact is UBI SOFT's central marketing. In case BAM needs to be in
     direct contact with the subsidiaries, central marketing must be warned
     and copied in all correspondence.

PRODUCTION PLANNING

o    Right from the beginning, BAM should supply a general planning including
     info regarding the software development and approval, paperparts
     localisation and approval, product production and release date.

o    The UK products shall not be made available in the UK before they are
     available in the different territories.

o    The planning of each game (see attached chart as an example) has to be
     updated weekly by BAM and then sent to UBI SOFT every Friday.

APPROVAL

o    For each approval, BAM or UBI SOFT have 5 working days, except for other
     licensor constraints. Therefore BAM should provide asap all necessary
     approval processes and timing for each property, in writing.

o    BAM should submit all artworks to UBI SOFT first and then to WARNER BROS.
     and CARTOON NETWORK, except for the game manuals that won't be approved by
     UBI SOFT. BAM will need to have the manuals proof-read.

o    Local artworks created by UBI SOFT'S subsidiaries will be sent to UBI SOFT
     Central Marketing that will regroup all submissions and send them to BAM
     Central Marketing for final approval before they go to print/manufacture.


                                      -20-
<PAGE>   21
PRESS RELEASE

o    BAM needs to approve the draft sent by UBI SOFT. Once approved between the
     parties, BAM will submit the press release to the licensors for their
     approval.

LOCALISATION

o    BAM will first need to send as soon as available the minimum number of
     units required to have a localisation implemented.

o    As soon as they have enough information from BAM, UBI SOFT will provide a
     sales estimate for each country. This is not a final order, just an
     estimate to help localisation decisions.

o    Then we will jointly decide the level of localisation.

PAPER PARTS (PRINTED MATERIALS)

o    UBI SOFT will provide BAM with a UBI "style guide" including legal lines,
     logo, technical support, etc.... that will have to be implemented to all
     artworks and especially for the manuals that won't be approved by UBI SOFT.

o    The packs & the labels have to be approved by UBI SOFT and then by WARNER
     BROS. and CARTOON NETWORK. Hence UBI SOFT will make sure that all legal
     lines constraints are taken into account + that the wording is adapted to
     local specificities.

o    All manuals should be forwarded to UBI SOFT as soon as available.

o    BAM to generate barcode per SKU.

o    Localisation of the paper parts: once the English back of box text is
     approved by CN/WB, BAM will get the text translated and then submit the
     translated versions to UBI SOFT for approval. UBI SOFT's subsidiaries will
     suggest localised titles fitted to their market.

SAMPLES

o    Samples will be allocated to UBI SOFT for promotional activities according
     to sales estimates.

          -  [*] if sales >  [*]   units

          -  [*] if sales >  [*]   units

          -  [*] if sales <  [*]   units

o    The samples breakdown will be made by UBI SOFT central marketing according
     to the need of each country. The dispatch will be made by BAM. UBI SOFT
     will confirm by sku the promotional copies needed.

o    Should BAM require samples for its own licensors, the products will be
     sent from UBI SOFT warehouse at BAM's own expenses and risk.


* Confidential portion omitted and filed separately with the Commission.

                                      -21-


<PAGE>   22
MARKETING ELEMENTS

-   Once the marketing materials such as: sell sheets, prints ads, trade
    marketing materials are approved in English by Cartoon Network and WM then
    BAM will provide UBI SOFT with all the artwork as layered files for UBI
    SOFT territories to localize. BAM will need to see the localized versions
    for approval before they go to print just to make sure that the core
    elements already approved by CN/WB are still implemented.

-   Should be provided as soon as available and approved by WB & DC Comics and
    for each product: POS/ads to be localised, sell sheets, high res material,
    screenshots, posings, high res images, beta footage, walkthrough, cheat
    codes . . .

-   UBI SOFT's subsidiaries need to have the opportunity to create their own
    elements if necessary. Therefore UBI SOFT will submit their creations to
    BAM approval.

-   For trade-marketing materials BAM will provide concepts to UBI SOFT for
    their buy in before the designs go to the licensor for final approval.

MARKETING PLANS

-   BAM to send their UK marketing plan as a reference.

-   UBI SOFT central marketing will present their European marketing plans 3
    months prior to release with budgets based on estimated local sales.

-   Hence BAM will approve or disapprove these budgets breakdown before
    allocating them. In case specific operations outweigh the first allocated
    budget, the costs incurred may be improved by BAM at its sole discretion.

-   UBI SOFT will re-invoice BAM each quarter together with sending of royalty
    statements.

                                      -22-


<PAGE>   23
IN WITNESS WHEREOF, the undersigned hereby acknowledge that they have read and
understand the terms of this Agreement, and that by signing this Agreement they
agree to be bound by all terms, conditions, and obligations contained herein.



Signed  /s/ A. WILLIAMS                  Signed /s/ A. CORRE
      -----------------------------            ---------------------------------
Name:       A. Williams M.D.             Name:      A. Corre (MD)
     -------------------------------          ----------------------------------

Duly authorised for and on behalf of:    Duly authorised for and on behalf of:
UBI SOFT ENTERTAINMENT SA                BAM ENTERTAINMENT LIMITED
in the presence of:                      in the presence of:


Witness signature:                       Witness signature:


Witness name:                            Witness name:


Witness address:                         Witness address:


Occupation:                              Occupation:



                                      -23-