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                                                                   EXHIBIT 10.46

         THIS AGREEMENT, dated as of January 26, 2001, is by and between
Infogrames Interactive, Inc., a Delaware corporation, at an address of 50 Dunham
Road, Beverly, Massachusetts 01915 ("I-Cubed"), and Infogrames, Inc., a Delaware
corporation, at an address of 417 Fifth Avenue, New York, New York 10016
("I-Squared").

                                   WITNESSTH:

         WHEREAS, I-Cubed is engaged in the business of developing interactive
entertainment software, and I-Squared is in the business of publishing and
distributing the same; and

         WHEREAS, I-CUBED desires to engage I-Squared in rendering certain
services to I-Cubed and I-Squared desires to accept such engagement.

         NOW, THEREFORE, in consideration of the mutual obligations specified
herein, the parties hereto agree to the following:

         1. SERVICES. Following the date hereof until this Agreement is
terminated, which will occur upon 30 days written notice by either party,
I-Squared will assist I-Cubed with on-going operational and managerial matters
as requested by I-Cubed and as mutually agreed to by the parties, including,
without limitation, performing inventory control, assisting with sale or lease
of real property, overseeing performance of legal services (including, without
limitation, litigation, trademark, corporate and licensing matters) and
day-to-day protection of intellectual property, hiring and supervising employees
and performing other human resources functions, providing technical support,
assisting with finance and banking functions, assisting with negotiating and
completing transactions with third-parties and/or affiliates, analyzing and
determining business strategy, and otherwise monitoring and offering expertise
in day-to-day corporate activities (collectively, the "Services").

         2. PAYMENT. In consideration of the Services referred to in paragraph 1
above, I-Cubed shall pay I-Squared a fee of two hundred fifty thousand dollars
($250,000.00) on a monthly basis, which payment will be made on or about the
first business day of each calendar month.

         3. EXPENSES. Upon review and approval by I-Cubed, I-Cubed will
reimburse I-Squared for all third party out-of-pocket expenses incurred by
I-Squared on I-Cubed's behalf (e.g., third party legal fees and costs) in
connection with the Services hereunder.

         4. INDEMNIFICATION. I-Cubed agrees to indemnify and hold harmless
I-Squared and its directors, officers, shareholders, employees and agents from
and against any and all losses, claims, damages, settlements, liabilities, costs
and expenses (including, but not limited to, reasonable attorneys' fees and
costs) of any kind or nature arising out of or related to I-Squared's engagement
hereunder or the Services rendered by I-Squared to I-Cubed.

         5. GENERAL PROVISIONS.

                  (a) Notices. Any notices hereunder shall be in writing and
shall be sent to each party at its address set forth above or to such other
address as the addressee may designate in writing. Any notices shall be
delivered personally, sent via certified or registered mail, return receipt
requested, by reputable express courier with proof of delivery or by facsimile
transmission, in which case a hardcopy is delivered within three (3) business
days by one of the foregoing methods. Notices shall be deemed given on the day
of receipt.
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         (b) Successors and Assigns. The rights of any party under this
Agreement shall not be assignable by such party hereto without the written
consent of the other party hereto. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and permitted
assigns.

         (c) Entire Agreement; Amendments. This Agreement contains the entire
understanding of the parties hereto with regard to the subject matter contained
herein and supersedes all prior agreements, understandings or letters of intent
between the parties hereto. This Agreement shall not be amended, modified or
supplemented except by a written instrument signed by the parties hereto.

         (d) Interpretation. Article, titles and headings to sections herein are
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.

         (e) Severability. In the event that any provision in this Agreement
will be subject to an interpretation under which it would be void or
unenforceable, such provision will be construed so as to constitute it a valid
and enforceable provision to the fullest extent possible, and in the event that
it cannot be construed, it will, to that extent, be deemed deleted and separable
from the other provisions of this Agreement, which will remain in full force and
effect and will be construed to effectuate its purposes to the maximum legal
extent.

         (f) Executed by Facsimile, Counterparts. This Agreement may be executed
by facsimile transmission and/or in counterparts, each of which will be deemed
an original agreement for all purposes and which collectively will constitute
one and the same agreement.

         (g) Governing Law. This Agreement shall be interpreted under the laws
of the State of New York applicable to contracts entered into and to be fully
performed in such state.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                                INFOGRAMES, INC.



                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

                                                INFOGRAMES INTERACTIVE, INC.

                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

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