SALES
      AGREEMENT

    


    THIS
      SALES AGREEMENT (“Agreement”)
      made
      on the 24th day of October 2008, by and between: Zoo Publishing, Inc., a
      corporation of the State of New Jersey, with a principal business address of
      700
      Liberty Place, Sicklerville, New Jersey 08081 (hereinafter referred to as
“Zoo”),
      and
      Atari, Inc. with a principal business address of 417 Fifth Avenue, New York,
      NY
      10016 (hereinafter referred to as “ATARI”)

    


    WHEREAS,
      Zoo is engaged in the publishing, development, licensing, manufacturing,
      marketing, sale and distribution of various interactive video games for play
      on
      various platforms throughout the world, and

    


    WHEREAS,
      ATARI would like to be a customer of Zoo which purchases products from Zoo
      and
      in turn resells the products to wholesalers and retailers in the United States,
      Mexico and Canada for sales to ultimate end users.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and premises hereinafter
      set
      forth and for other valuable consideration, the sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

     

    1.
      Definitions:
      As used
      in this Agreement the following terms shall have the 

    meanings
      below:

    


    
      	 	
              a.

            	
              “Territory,”
                shall mean the United States (and its territories, possessions and
                military bases wherever situated), Canada and Mexico.
                

            


    

    


    
      	 	
              b.

            	
              “Platforms,”
                shall include the Nintendo Game Boy Advance System (GBA), the Nintendo
                Dual Screen System (DS), the Nintendo Wii System (Wii), the Sony
                Playstation Portable (PSP) and Sony Playstation 2 (PS2), and the
                Personal
                Computer.

            


    

     

    
      	 	
              c.

            	
              “Video
                Games”
                or “Games,”
                means individual finished units of video games, including all applicable
                manuals and packaging, developed and marketed for distribution on
                the
                Platforms during the Term as listed on Exhibit “A”. The corresponding
                initial purchase order unit amounts and cost of goods for each Video
                Game
                are attached hereto as Exhibit “A”; as such exhibit may be amended from
                time to time in accordance with the terms of this Agreement.
                Notwithstanding, purchase orders shall be added on a revolving basis.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.
      GRANT
      OF RIGHTS AND SALES PROCEDURE:
      

     

    
      	 	a.	Subject to the terms and conditions of this Agreement,
              Zoo hereby grants to ATARI the right to purchase the Video Games directly
              from Zoo and sell such Video Games to wholesalers and retailers in
              the
              Territory. The right to sell the specific Video Games to the specific
              wholesalers and distributors identified in Exhibit A shall be exclusive
              to
              Atari. Notwithstanding the foregoing, in the event any such retailers
              or
              wholesalers refuse to purchase the Video Games from ATARI or ATARI
              refuses
              to sell the specified Video Games to any of the specified wholesales
              or
              retailers, Zoo shall have the right to sell such Video Games
              to such wholesaler or retailer. 


      	 	 	 


      	 	
              b.

            	
              ATARI
                recognizes that Zoo is bound by certain license agreements that control
                the use of proprietary property, proprietary information, service
                marks,
                game content, inclusive of characters, script, speech, images,
                characterizations, designs, graphics, artwork as well as the use
                of any
                trademarks or service marks associated with each Video Game. ATARI
                shall
                be permitted to utilize, in all cases, unless specifically prohibited
                by
                Zoo, all images, text and other content contained on the packaging,
                manuals or sell sheets relative to each specific Video Game. Should
                ATARI
                desire to utilize specific elements of the Games outside of the packaging,
                manuals or sell sheets for such Game, ATARI shall submit a specific
                request to Zoo illustrating the proposed use and specifying the proposed
                purpose of said illustration (advertising, store display, marketing
                etc.).
                Zoo will review all such submissions and use its commercially reasonable
                efforts to approve the same or submit the same to its applicable
                licensor(s) for review and approval in an expeditious
                manner.

            


    

    


    
      	 	
              c.

            	
              Notwithstanding
                the foregoing, should any license granted to Zoo with respect to
                any Video
                Game by any licensor of such Video Game expire, terminate, revert
                or if
                such Game otherwise ceases to be available to Zoo, such Video Game
                shall
                cease to be part of this Agreement upon written notice to ATARI.
                In such
                event, ATARI shall be entitled, subject to a return to Zoo of the
                unsold
                units of the relevant Video Game, at Zoo’s expense: (i) to a prompt refund
                of amounts paid to Zoo by ATARI for such Video Game equal to the
                amount
                paid to Zoo for the unsold units of such Video Game in stock at ATARI
                and
                returned to Zoo; (ii) to reimbursement of all Handling Charges (as
                defined
                in Section 2(h)) and customer chargebacks, if any, incurred by ATARI
                in
                connection with such Video Game; or, in lieu if (i) above, (iii)
                to
                allocate any portion of amounts paid to Zoo by ATARI for such unsold
                units
                of the relevant Video Game against unshipped product paid hereunder
                to
                such other Video Game titles contained in Exhibit A as the parties
                shall
                agree or to such new Video Games as the parties mutually agree to
                add to
                Exhibit A, so as to provide an appropriate credit for any such payment
                for
                the unavailable Video Game. 

            


    

    


    
      	 	
              d.

            	
              Zoo
                sales staff shall solicit orders for the Video Games from wholesalers
                and
                retailers in the Territory and direct such wholesalers and retailers
                to
                purchase such Video Games from ATARI. Purchase orders for such Video
                Games
                shall be made out to ATARI if possible. ATARI acknowledges that some
                of
                Zoo’s customers will not change their current purchase orders with Zoo.
                For such customers, Zoo shall assign such purchase orders to ATARI
                and
                direct the customer to remit payment to ATARI. ATARI in turn shall
                submit
                purchase orders to Zoo for the Video Games ordered by the wholesalers
                and
                retailers from ATARI and from Zoo as assigned to ATARI. The purchase
                order
                from ATARI to Zoo shall contain the quantity ordered and the amount
                due to
                Zoo and such additional terms as may be mutually agreed from time
                to time.
                Any additional terms and conditions that conflict with this Agreement
                shall be null and void. It is the intent of the parties that this
                Agreement set forth all of the material terms and conditions of all
                Video
                Game sales made by Zoo to ATARI, unless otherwise mutually
                agreed.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              e.

            	
              ATARI
                shall purchase directly from Zoo the initial quantities of the Video
                Games
                as set forth on the attached Exhibit “A”. Subsequent purchase orders shall
                be sent by ATARI to Zoo at any time during the Term and ATARI shall
                purchase the Video Games at the prices set forth on Exhibit A in
                the
                quantities set forth on the subsequent purchase orders, or at other
                such
                price as determined by Zoo. Any such subsequent Video game purchases
                shall
                be subject to the availability of the relevant Video Game. The payment
                for
                subsequent orders shall be made by ATARI to Zoo once per week during
                the
                Term. 

            


    

    


    
      	 	
              f.

            	
              Accompanying
                each purchase order from ATARI to Zoo shall be a payment of the cost
                of
                goods amount for the Video Games being ordered (set forth on Exhibit
                A for
                the initial orders) plus [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2] %
                of the difference between (i) the “ATARI
                Price”
                (defined as [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2] %
                of the price on the customer purchase order) less a reserve of
                [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2] %
                of the ATARI Price and (ii) the cost of goods (“Initial
                Payment”).
                The remaining amount of the ATARI Price shall be paid to Zoo no later
                than
                fifteen days after shipment of the relevant Video Game(s) to the
                relevant
                customer. The reserve shall be analyzed and reviewed sixty days following
                the execution of this Agreement and liquidated monthly thereafter
                with a
                final liquidation no later than July 31, 2009, subject to Section
                6(b).
                The reserve amount will be returned to Zoo on a monthly basis to
                the
                extent that the amount of the reserve exceeds actual and projected
                customer sales allowances, returns and price protection and the like
                given
                in lieu of returns. Reserve amounts may be cross-collateralized.
                For the
                avoidance of doubt, ATARI shall wire the Initial Payment for the
                Video
                Games listed on Exhibit A to Zoo upon its execution of this Agreement
                .
                Zoo shall provide ATARI with wire instructions under separate cover.
                Refunds of any portion of the Initial Payment shall be governed by
                Sections 2(c) and 2(g) of this Agreement.


            


      	 	 	 


      	 	g.	Zoo shall verify all purchase orders by return facsimile
              or e-mail within 24 hours of receipt of the purchase order from ATARI.
              Verification shall specify the estimated shipping date as well as any
              products which may be back ordered. Unless otherwise agreed to by ATARI,
              Zoo agrees to use commercially reasonable efforts to make products
              available for shipment within two (2) business days following receipt
              of
              the purchase order provided that the Video Games requested are in
              inventory. If Zoo must produce inventory or order Video Games from
              Sony or
              Nintendo to fulfill the purchase order, Zoo agrees to make product
              available for shipment within two (2) business days following the receipt
              of the completed manufacture of finished units of the products. Zoo
              shall
              notify ATARI if a product ordered by ATARI is not in stock and shall
              advise ATARI of the anticipated delivery date. If Zoo fails to make
              any
              Video Game available for shipment in a timely manner or if any wholesaler
              or retailer cancels an order for or refuses delivery of Video Games
              for
              any reason, then ATARI shall be entitled to a prompt refund of amounts
              paid to Zoo by ATARI for the undelivered (to ATARI) or unshipped (to
              the
              retailer or wholesaler) units of such Video Game and reimbursement
              of all
              Handling Charges and customer chargebacks, if any, incurred by Atari
              in
              connection with such Video Game in addition to its other rights and
              remedies. In such event, ATARI shall return the unshipped units of
              the
              Video Game to Zoo at Zoo’s expense, and, notwithstanding anything to the
              contrary contained in this Agreement, Zoo shall be free to sell such
              Video
              Games to the wholesaler or retailer which cancelled its
              order(s).


      	 	 	 


      	 	h.	Zoo will pay all Handling Charges associated with
              any
              returns of Video Games to Zoo. In addition, in the event of a recall
              of
              any Video Games, Zoo will pay all costs associated with the recall,
              including but not limited to Handling Charges, customer chargebacks,
              end
              user notification costs, and unit replacement costs. The term "Handling
              Charges" will mean, for each Video Game returned, reasonable labor
              and
              administrative costs plus all of Atari's out-of-pocket shipping and
              insurance costs related to the return and, if applicable, replenishment
              of
              such Video Games, to and from Zoo to Atari and to and from Atari to
              customers.


    

    


    3.
      Term:
      The
      term of this Agreement shall commence upon execution of this Agreement and
      shall
      automatically expire March 31, 2009 (the “Term”).
      

    


    4.
      Representations by Zoo:
      Zoo
      represents the following:

    


    
      	 	
              a.
                

            	
              Zoo
                has obtained, or shall obtain prior to the applicable release dates
                set
                forth in Exhibit “A”, all necessary rights and licenses to develop,
                publish, market, sell and distribute the Video Games as contemplated
                by
                this Agreement. Anything contained in this Agreement notwithstanding,
                as a
                precondition to any obligation of ATARI to make any payment with
                respect
                to any Video Game, Zoo shall have obtained all such rights and licenses
                with respect to such Video Game. 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              Zoo
                shall sell the relevant Video Game to third parties and shall assign
                the
                Zoo purchase order ATARI. Zoo shall ship the Video Games pursuant
                to
                ATARI’s instructions and shall direct the customer to pay Atari. Zoo shall
                assist ATARI with collections, if
                needed.

            


    

    


    
      	 	
              c.

            	
              Zoo
                shall sell and deliver to ATARI, Video Games, duly packaged as finished
                units that are in good and saleable condition and in conformity with
                the
                documentation provided and that will operate in accordance with industry
                standards, for sale by ATARI to wholesalers and retailers for the
                use by
                the ultimate end user. In addition, Zoo shall have the option to
                engage
                certain third parties that provide manufacturing services to ATARI
                for the
                purpose of assembling and packaging Video Games at Zoo’s sole
                discretion.

            


    

    


    
      	 	
              d.

            	
              Zoo
                warrants that it is duly incorporated and is in good standing in
                the State
                of New Jersey, with the full power and authority to execute and deliver
                this Agreement and to perform the its obligations
                hereunder.

            


    

    


    
      	 	
              e.

            	
              The
                entering into of this Agreement by Zoo does not violate any agreement,
                right or obligation of Zoo and no other person or entity is required
                to
                execute this Agreement or perform the obligations
                herein.

            


    

    


    
      	 	
              f.

            	
              There
                is no pending or threatened litigation which may affect the legality,
                validity or enforceability of this Agreement or any transactions
                contemplated hereunder. 

            


    

    


    
      	 	
              g.

            	
              The
                Video Games delivered to ATARI shall be subject to Zoo’s and its
                developers’ and manufacturers’ standard warranty terms as such are
                contained in the packaging for each Video Game, with copies to be
                communicated in writing to ATARI and to end users from time to time.
                Zoo
                will provide technical support for each Video Game. Technical support
                will
                include, without limitation, warranty service, internet support and
                phone
                support via a local or toll-free telephone number. Zoo will have
                personnel
                knowledgeable of the technical and application aspects of each Video
                Game
                available to answer support questions during regular business hours.
                

            


    

    


    
      	 	
              h.

            	
              None
                of the Video Games or related materials infringes on any patents,
                copyrights, trademarks, tradenames, trade secrets or any other
                intellectual property rights of a third
                party.

            


    

    


    
      	 	
              i.

            	
              The
                Video Games and related materials will be in compliance with all
                applicable laws and regulatory requirements in the Territory, including
                without limitation, ESRB requirements and procedures, packaging and
                labeling requirements, language requirements, and country of origin
                requirements. For purposes of compliance with applicable ESRB regulations
                Zoo shall be deemed the “publisher” of the Video Games.
                

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.
      Representations by ATARI:
      ATARI
      represents the following: 

     

    
      	 	a.	ATARI warrants that it is duly incorporated, and
              is in
              good standing in the State of Delaware, with the full power and authority
              to execute and deliver this Agreement and to perform the its obligations
              hereunder.


      	 	 	 


      	 	
              b.

            	
              The
                entering into of this Agreement by ATARI does not violate any agreement,
                right or obligation of ATARI and no other person or entity is required
                to
                execute this Agreement on behalf of ATARI or perform ATARI’s obligations
                herein.

            


    

    


    
      	 	
              c.

            	
              To
                ATARI’s knowledge, there is no pending or threatened, litigation which
                may
                affect the legality, validity or enforceability of this Agreement
                or any
                transactions contemplated
                hereunder.

            


    

     

    
      	 	
              d.

            	
              ATARI
                warrants and represents that it will make no claims or assertions
                against
                Zoo’s ownership of, or license rights in and to, any of Video Games or
                advertising, packaging or promotional materials for the Video Games
                during
                the Term of this Agreement or thereafter. Zoo’s licenses in and to the
                Video Games shall remain the sole and exclusive property of
                Zoo. ATARI
                also agrees that neither this Agreement nor any action, omission
                or
                statement by Zoo or ATARI, nor ATARI’s use of the Video Games or elements
                thereof in connection with this Agreement shall in any way confer
                or imply
                a grant of rights, title or interest thereto, or to any element or
                portion
                thereof or any other rights, including, without limitation, copyrights,
                trademarks, trade names, service marks or goodwill associated therewith,
                the ownership of which shall be and at the times remain solely and
                exclusively with Zoo or its licensors. Zoo reserves all rights now
                known
                or hereafter devised in and to the proprietary properties used in
                the
                Video Games, including all copyrights and trademarks including but
                not
                limited to the names and logos of Zoo and its licensors throughout
                the
                universe in perpetuity.  

            


    

     

    6.
      Termination:
      (a)
      This agreement may be terminated upon written notice, in whole or in part (as
      it
      relates to any one Video Game), as follows upon the occurrence of any of the
      following:


    


    i.
      For
      any one Video Game, by either party upon the termination, expiration or loss
      of
      the licenses necessary for Zoo to publish, market, manufacture, sell or
      distribute the relevant Video Game, subject to the provisions of Section 2(c).
      

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    ii.
      By
      either party in the event the other party ceases to engage in the business
      contemplated under this Agreement. 

    


    iii.
      By
      either party upon any material breach of the representations, warranties,
      covenants or agreements of the other party set forth in this Agreement, provided
      that such breach is not cured within 5 days following the breaching party’s
      receipt of written notice of such breach from the non-breaching party.


    


    iv. By
      either
      party, if the other party becomes insolvent, files or has filed against it
      a
      petition under any bankruptcy law (which, if involuntary, is unresolved after
      sixty (60) calendar days from the date of such filing), proposes any
      dissolution, liquidation, composition, financial reorganization, or
      recapitalization with creditors, makes an assignment or trust mortgage for
      the
      benefit of the creditors, or a receiver trustee, custodian, or similar agent
      is
      appointed or takes possession with respect to any property or business of such
      party.

    


    (b)
       
      Following expiration or termination of this Agreement, ATARI shall have the
      right to hold a reasonable reserve for projected returns, to be liquidated
      no
      later than July 31, 2009. Following such liquidation, Zoo shall be responsible
      for handling field inventory issues relating to the Video
      Games.


    


    7.
      Confidentiality:
      Zoo and
      ATARI acknowledge that each party may find it necessary to provide to the other
      party certain confidential information ("Confidential Information") that the
      disclosing party considers proprietary. Each party agrees to keep confidential
      all Confidential Information disclosed to it by the other party, and identified
      as such by the disclosing party, and to protect the confidentiality thereof
      in
      the same manner it protects the confidentiality of similar information of its
      own (at all times exercising at least the same degree of care in the protection
      of such Confidential Information as such party would use to protect its own
      Confidential Information); provided, however, that neither party shall have
      any
      such obligation with respect to use or disclosure to third parties of such
      Confidential Information as can be established to: have been known publicly;
      have been generally known in the industry before communication by the disclosing
      party to the recipient; have become known publicly, without fault on the part
      of
      the recipient, subsequent to disclosure by the disclosing party. Notwithstanding
      the foregoing, nothing herein shall prevent a recipient from disclosing all
      or
      part of the Confidential Information that it is legally compelled to disclose
      (by oral deposition, interrogatories, request for information or documents,
      subpoena, civil investigative demands, or any other process) provided, however,
      that before any such disclosure the recipient shall notify the disclosing party
      in writing of any such order or request to disclose and cooperate with the
      disclosing party (at the disclosing party's cost) with respect to any procedure
      sought to be pursued by the disclosing party in protecting against such
      disclosure. Notwithstanding the foregoing, the parties acknowledge and agree
      that this Agreement may be filed with the United States Securities and Exchange
      Commission.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    8.
      Indemnification; Limitation of Liability.

    


    a. Zoo
      does
      hereby indemnify, defend and hold harmless ATARI and ATARI’s subsidiaries,
      parent companies, affiliates, officers, employees and approved and permitted
      licensees and assigns from any and all loss and damage (including, without
      limitation, reasonable fees and disbursements of counsel incurred by such
      indemnified party in any action or proceeding between the parties or between
      any
      party and any third party or otherwise) arising out of or in connection with
      any
      third party claim relating to (i) any breach of any of the warranties,
      representations, duties, obligations of or agreements made by Zoo under this
      Agreement; (ii) any product recalls involving any of the Video Games, whether
      initiated by Zoo, the product developer or manufacturer, any governmental or
      regulatory agency (including, without limitation, the ESRB) or otherwise; and
      (iii) any violation of law by Zoo in connection with its publishing,
      development, licensing, manufacturing, marketing, sale and distribution of
      the
      Video Games. ATARI shall have the right to participate at its own expense and
      by
      its own counsel in the defense of any such claim, and in such event, the parties
      hereto shall cooperate with each other in the defense of any such action, suit
      or proceeding hereunder.


    


    b. ATARI
      agrees to defend, indemnify and hold harmless Zoo from and against any and
      all
      third party claims, suits, demands, liabilities, losses, damages, reasonable
      attorneys' fees and other costs and expenses that may result, in whole or in
      part, from: (i) and breach or alleged breach of any representation, warranty
      or
      agreement made pursuant to this Agreement; (ii) any sale by ATARI of any Video
      Game outside of the Territory; (iii) any unauthorized manufacture or
      distribution of any Video Game by ATARI; and (iv) any violation of law by ATARI
      in connection with the sale of the Video Games to the extent not arising from
      acts or omissions by Zoo.

    


    c. EXCEPT
      IN
      THE CASE OF A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR A BREACH OF THE
      CONFIDENTIALITY PROVISIONS HEREOF, IN NO EVENT SHALL EITHER PARTY BE LIABLE
      TO
      THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF PROFIT
      OR
      INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT
      DAMAGES OF ANY NATURE, FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT LIMITATION,
      A BREACH OF THIS AGREEMENT, THE EXPIRATION OR ANY TERMINATION OF THIS AGREEMENT,
      WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING
      NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF A PARTY HAS BEEN WARNED
      OF
      THE POSSIBILITY OF SUCH DAMAGES. 

    


    d. During
      the Term of this Agreement and 1 year thereafter, Zoo will at all times maintain
      at its own cost comprehensive general liability (which
      insurance shall include a contractual liability endorsement covering Zoo's
      obligations under this Agreement),
      product
      liability insurance
      and
      errors and omissions insurance. Each policy shall have coverage of at least
      [INFORMATION
      OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
      24B-2] 
      ($[INFORMATION
      OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
      24B-2] ).
      Each
      policy shall be issued by an insurance company with a rating of A or better
      as
      set forth in the most current Best Insurance Guide. Such insurance shall be
      at
      least sufficient to cover Zoo’s indemnification obligations hereunder, but the
      amount and type of insurance coverage specified herein shall in no way be
      construed to limit the scope of indemnification by Zoo. Zoo shall add ATARI
      as
      an additional insured to each policy and will furnish certificates evidencing
      that insurance within ten (10) days of the effective date of this Agreement.
      In
      the event there are claims against any existing insurance policy with respect
      to
      any Video Game, Zoo will procure additional insurance coverage which is
      necessary to maintain the minimum level of coverage described in this section.
      

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    e. Risk
      of
      loss and title for Video Games shall pass to ATARI from Zoo upon the earlier
      of
      delivery to ATARI’s designated carrier or designated location in a warehouse.
      For Video Games returned to ATARI by customers, for which title has passed
      to
      those customers, title will pass from the customer to ATARI upon return to
      ATARI. Risk of loss shall pass to ZOO upon re-delivery to Zoo of returned Video
      Games. 

    


    9.
      RESERVE REPORTS AND AUDIT.

    


    
      	 	
              (a)

            	
              ATARI
                shall keep sufficient records of all sales of the Video Games in
                order to
                verify the amount of the reserve ultimately retained by ATARI and
                send a
                report to Zoo for each month of the Term no later than 5 days following
                the end of such month, [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2] .
                

            


    

    


    
      	 	
              (b)

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2] .
                

            


    

    


    10.
      Miscellaneous.

    


    (a) Force
      Majeure. Neither party shall be responsible for delays or failure of performance
      resulting from acts beyond the reasonable control of such party, including
      without limitation, acts of God, acts of war, governmental regulations, power
      failures, floods, earthquakes or other disasters. 

    


    (b) Survival.
      Sections 1, 2(f) (solely with respect to the reserve), 4, 5, 7, 8, 9(b), 10
      (b)
      - (i) and 10 (k) - (o) shall survive the expiration or termination of this
      Agreement for any reason. 


    


    (c) Notices
      and Payments. All notices required or permitted under this Agreement shall
      be in
      writing, shall reference this Agreement and shall be deemed given: (i) upon
      receipt after having been sent by registered or certified mail, return receipt
      requested, postage prepaid; or (ii) upon receipt after deposit with a commercial
      overnight carrier, with written verification of receipt. All communications
      shall be sent to the address set forth below, or to such other address as may
      be
      designated by a party by giving written notice to the other party pursuant
      to
      this section:

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    If
      to
      Zoo:

    Zoo
      Publishing, Inc. 

    Attn:
      Susan J. Kain, President 

    700
      Liberty Place

    Sicklerville,
      New Jersey 08081

    


    If
      to
      ATARI:

    Atari,
      Inc.

    Attn:
      Bob
      Spellerberg

    417
      Fifth
      Avenue

    New
      York,
      NY

    


    All
      payments due to Zoo pursuant to this Agreement shall be sent via wire to an
      account to be specified by Zoo.    

    


    (d) Independent
      Contractor. Nothing in this Agreement shall be construed to constitute either
      party as the partner, joint venturer, agent, employee or affiliate of the other,
      it being intended that the parties shall remain independent contractors and
      neither party shall be liable for the obligations, liabilities or
      representations of the other. ATARI shall not describe or hold itself out as
      an
      agent of the Zoo, nor describe itself other than as a distributor of Zoo.
      Neither party shall hold itself out to be the agent of the other.

    


    (e) Governing
      Law. This Agreement shall be construed under the internal laws of the State
      of
      New York, without regard to its choice of law provisions. Each party agrees
      that
      the state and/or federal courts located in the County of New York shall have
      exclusive jurisdiction over any dispute arising hereunder. Zoo waives any
      objection it may have to such venue. In the event any dispute, claim, question
      or difference arises with respect to this Agreement or its performance,
      enforcement, breach, termination or validity, the parties hereto shall use
      their
      commercially reasonable efforts to settle the dispute. To this end, they shall
      consult and negotiate with each other, in good faith and understanding of their
      mutual interests, to reach a just and equitable solution satisfactory to both
      parties.

    


    (f) Headings.
      The division of this Agreement into Sections and the insertion of headings
      are
      for the convenient reference only and are not to affect its
      interpretation.

    


    (g) Amendments.
      No supplement, modification, amendment, waiver, termination or discharge of
      this
      Agreement shall be binding, unless executed in writing by a duly authorized
      representative of each party to this Agreement.

    


    (h) Waiver.
      No waiver of any of the provisions of this Agreement shall be deemed to
      constitute a waiver of any other provision (whether or not similar); nor shall
      such waiver be binding unless executed in writing by the party to be bound
      by
      the waiver. No failure on the part of Zoo or ATARI to exercise, and no delay
      in
      exercising any right under this Agreement shall operate as a waiver of such
      right; nor shall any single or partial exercise of any such right preclude
      any
      other or further exercise of such right or the exercise of any other
      right.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    (i) Entire
      Agreement. This Agreement, including the Exhibits thereto, constitutes the
      complete and entire agreement of the parties and supersedes all previous
      communications, oral or written, and all other communications between them
      relating to the subject matter hereof. There are no representations, warranties,
      conditions or other agreements, express or implied, statutory or otherwise,
      between the parties in connection with the subject matter of this Agreement,
      except as specifically set forth herein and Zoo and ATARI have not relied and
      are not relying on any other information, discussion or understanding in
      entering into and completing the transactions contemplated by this Agreement.
      

    


    (j) Assignment.
      This Agreement shall be binding upon and inure to the benefit of Zoo and ATARI
      and their respective successors, heirs, personal representatives and permitted
      assigns. No party shall have the right to assign this Agreement or any of its
      rights or obligations hereunder without the prior written consent of the other
      party and any attempted assignment shall be null and void; provided that ATARI
      shall be permitted to assign this Agreement and its rights and obligations
      (in
      whole or in part) without the consent of Zoo to a subsidiary or affiliate of
      ATARI or pursuant to a merger, sale of substantially all of the stock or assets
      or business subject to this Agreement or other similar type transaction
      involving ATARI and/or its affiliates. Zoo shall be permitted to assign this
      Agreement and its rights and obligations (in whole or in part) without the
      consent of ATARI to a subsidiary or affiliate of Zoo pursuant to a merger,
      sale
      of substantially all of the stock or assets or business subject to this
      Agreement or other similar type transaction involving Zoo and/or its affiliates.
      

    


    (k) Severability.
      If any provision of this Agreement shall be deemed by an arbitrator or any
      count
      of competent jurisdiction to be invalid or void, the remaining provisions shall
      remain in full force and effect.

    


    (l) Counterparts;
      Facsimile Signature. This Agreement may be executed in one or more counterparts,
      each of which when taken together, shall be deemed to constitute one and the
      same instrument. Facsimile signatures on this Agreement shall be deemed
      originals for all purposes. 

    


    (m) No
      Third
      Party Beneficiaries. Nothing in this Agreement is intended or shall be construed
      to give any person, other than the parties hereto (and Zoo’s and ATARI’s parents
      and subsidiaries), any legal or equitable right, remedy or claim under or in
      respect of this Agreement or any provision contained herein.

    


    (n) Exhibits.
      The exhibits and schedules referred to in this Agreement are attached to and
      are
      incorporated herein in their entirety by reference. 

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (o) Other
      Products. Subject to ATARI’s exclusive rights hereunder, both Zoo and ATARI
      acknowledge that both are in the business of creating and publishing software
      products for a variety of hardware platforms and related hardware products,
      that
      both maintain and continually seek relationships with other parties, and that
      they maintain and continually seek licensing or similar arrangements with other
      parties. Subject to ATARI’s exclusive rights hereunder, the parties agree that
      nothing else in this Agreement will be construed as restricting or prohibiting
      each from continuing its business in any lawful manner, and without limitation,
      each may at its sole discretion at any time during or after the Term (a) create,
      publish, manufacture, market and distribute any other products, even if such
      products are competitive to and similar to the Video Games; and (b) enter into
      and maintain relationships with any other party, even if such parties are
      competitors, or licensors of the other party.


    


    IN
      WITNESS WHEREOF, the parties have executed this agreement effective on the
      date
      first written above.


     

    
      	
              ZOO PUBLISHING, INC. 

               

              By: /s/ Susan
                Kain                             
                

               

              Name: Susan
                Kain                              
                

               

              Title:
                President                                    
                

            	
              ATARI, INC.

               

              By: /s/ James
                Wilson                         
                 

               

              Name: James
                Wilson                           
                

               

              Title:
                President/CEO                            

            


    

     

     

    


    *WE
      HAVE REQUESTED CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN THIS
      EXHIBIT. THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO THE
      CONFIDENTIALITY REQUEST.*

    


    


    [SIGNATURE
      PAGE TO DIRECT SALES AGREEMENT]

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      “A”