Exhibit 10.10

                                LICENCE AGREEMENT
                                -----------------

THIS  AGREEMENT  (the  "Agreement")  is entered into as of  September  2004 (the
"Effective  Date"),  by and between  GIZMONDO EUROPE LTD. , its principal office
located at:- Gizmondo  Europe Ltd, 1 Meadow Gate Avenue,  Farnborough  Business,
Farnborough,  Hants, GU14 6FG, England ('Gizmondo") and Northern Lights Software
Ltd.) of 6 Albermarle Street, London, W15 4HG, England ("Northern Lights"), with
reference to the following details:

                                    RECITALS
                                    --------

        WHEREAS  Northern  Lights owns or controls the publishing  rights in and
owns  certain  interactive  software  products and other  intellectual  property
related thereto, and

        WHEREAS,  Gizmondo is engaged in the business  of,  among other  things,
publishing, developing, marketing, distributing and selling wireless interactive
entertainment software products, and

        WHEREAS,  Gizmondo  desires  to  obtain  certain  rights  in  and to the
Northern  Lights  Materials  (as defined below in Section 1 hereof) and Northern
Lights  desires  to grant  Gizmondo  such  rights on the terms set forth in this
Agreement

        NOW THEREFORE, the parties do hereby agree as follows:

1.      DEFINITIONS.

1.1     "Games"  shall  mean those  entertainment  video  games  which have been
        published  or  will  be  published  by  Northern  Lights  for use on the
        Gizmondo multi-entertainment device and any variants thereof

1.2     "Product"  shall mean an  application  program  created by  Gizmondo  in
        accordance  with this agreement or adapted or modified by Gizmondo so as
        to enable  the same to  operate  as a  handheld  version  which is to be
        published by Gizmondo for operation on the Devices pursuant to the terms
        of this Agreement

1.3     "Game  Exhibit"  shall mean an addendum to this  Agreement  that is (and
        shall, be far future Games, as amended) attached hereto and incorporated
        herein for each  Gar-re  licensed  to Gizmondo  for  development  of the
        corresponding  Product  pursuant to the terms of this Agreement and such
        Game  Exhibit  The  format  of the  Game  Exhibit  is  attached  to this
        Agreement as Exhibit A Northern Lights may change the format of the Game
        Exhibits at any time,  but not so as to increase the scope of Gizmondo's
        obligations under this Agreement The Game Exhibit  includes,  but is not
        limited to, intellectual  property information  development schedule and
        any additional requirements or limitations on development or publication
        of the applicable Product

1.4     "Game Developer/Licensor" shall mean a third party developer or licensor
        that  developed the Game on Northern  Lights behalf or licensed the Game
        or its elements to Northern Lights and who retains rights in the Game.

1.5     "Game Content" shall mean without limitation those copyrightable aspects
        of the  particular  Game that may be perceived  by the user,  including,
        without limitation,  artwork;  sound;  graphic and/or music files; audio
        visual  elements  and  displays;  user  interface,   logos,  trademarks,
        characters and names; dialog: story line; plot and data

1.6     "Northern Lights Materials" shall mean collectively Games, Game Content,
        Documentation,  and any other  materials  owned or  licensed by Northern
        Lights provided to Gizmondo under this Agreement

1.7     "Minimum  Product  Skus" shall mean the WinCE net  Gizmondo  versions of
        each Product.

1.8     "Territory"  shall mean the entire  world for all of the Products on the
        Devices.


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1.9     "Distribution Channel(s)" shall mean the following means of distributing
        software  designed to operate in the wireless  environment  over the air
        provisioning via Wireless Networks, merchants,  including carrier online
        or wireless mobile shops,  storefronts or portals  (whether  operated by
        the carrier  itself or on the carrier's  behalf by a third party service
        provider)  retailers,  carrier retail locations:  other retail locations
        where Devices are generally sold, OEM methods of distribution  including
        embedded or bundling  transactions  (subject to clause 24i.  and through
        the use or sale of SD. MMC cards, memory stick or other similar physical
        media that enable the delivery of such wireless products to the Devices

1.10    "Distribution  Partner"  shall  mean  any  third  party,  not  including
        Gizmondo  Affiliates,  who  sub-licenses  any of the  rights  granted to
        Gizmondo  pursuant to this Agreement for the purpose of distributing the
        Products to End-Users subject to clause 2.4 (4).

1.11    "Documentation"  shall  mean  the  user  documentation,  manuals  and/or
        written product specifications for a Game or Product. as applicable

1.12    "Devices"  shall mean the  "Gizmondo"  handheld  portable  entertainment
        device.  and  licensed  or  re-branded  variants of the  Devices,  under
        manufacture or licensed from Tiger  Telematics  Gizmondo  subject to any
        licensing or rebranding  being subject to Northern  Lights prior written
        approval (not to be unreasonably withheld or delayed).

1.13    "Gizmondo  Affiliates"  shall mean the parent and those  subsidiaries of
        Gizmondo as specified in Exhibit E

1.14    "Final  Product"  means a  finished  version  of any of the  Games in an
        appropriate format which is ready for publishing by Northern Lights

1.15    "Intellectual Property Rights" shall mean publishing,  patent rights and
        registrations  and  applications,  renewals  and  extensions  thereof  ,
        copyright  (including,  but not  limited  to.  ownership  rights  in all
        titles,  computer code, themes,  objects,  characters,  character names,
        stories, dialog, catch phrases, locations, concepts, artwork, animation,
        sounds,  musical  compositions,  audio-visual  effects  and  methods  of
        operation,  moral  rights  and  any  related  documentation),  copyright
        registrations  and  applications,   renewals  and  extensions  therefore
        trademark   registrations  and  applications   renewals  and  extensions
        therefore,  rights in trade dress and  packaging,  trade secrets and all
        other  intellectual  property rights recognized by English and U.S. laws
        and applicable foreign and international laws, treaties and conventions

1.16    "Platform(s)" shall mean the underlying computer systems or technologies
        on which  Products  and other  application  program(s)  are  operated in
        conjunction  with Devices,  expressly  limited to  GSM/GPS/GPRS  and any
        version of the Microsoft operating system

1.17    "Term"  shall mean two years from the  delivery to Gizmondo of the Final
        Product and subject to any variations set out in any Game Exhibit

1.18    "End-User  (s)" shall mean a person or entity that purchases or licenses
        for its use a Product  pursuant  to a signed  purchase  order,  end-user
        license agreement or other similar agreement

1.19    "Wireless  Network(s)" shall mean a network that allows users of Devices
        to connect to and receive telecommunication transmission services in the
        Territory.

1.20    "Wireless  Network  Operator(s)"  shall mean any  person or entity  that
        offers  telecommunication  transmission services to users of a Device in
        the Territory over a Wireless Network operated by such person or entity.

1.21    "Licensed Marks" shall mean those Northern Lights  trademarks  specified
        under "Licensed Marks" in each Game Exhibit.

1.22    "Net  Receipts"  shall mean with  respect to a  particular  Product  all
        monies  actually  received by Gizmondo  from the license,  sale or other
        exploitation of such Product, after deducting the

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        following  (1) any amounts  payable to any  Wireless  Network  Operator,
        Platform  owner,  including  deductions  made  by the  Wireless  Network
        Operator or Device manufacturer;  (2) the actual returns attributable to
        such Product; and (3) taxes and other governmental charges actually paid
        or incurred in connection  with the sale of such Product (other than the
        income  tax of  Gizmondo).  For the  avoidance  of doubt;  Gizmondo  Net
        Receipts shall not be deemed to include monies derived or collected from
        the  distribution of the Product to End-Users by any third parties.  but
        shall refer only to those monies actually received by Gizmondo from such
        third  parties  after such third  parties have  retained or withheld any
        markups,  revenue  share  amounts,  or license or other fees due to them
        pursuant to the terms of Gizmondo's agreements with such third parties.

1.23    Minimum  Guarantee"  shall  mean  the  non-refundable  fully  recoupable
        against  Earned  Royalties  guarantee  payable by  Gizmondo  to Northern
        Lights under clause 6.2.


2.      LICENSE.

2.1     Grant of Rights.  Subject to the terms and  conditions of this Agreement
        Northern  Lights  grants to Gizmondo the  non-transferable,  terminable,
        exclusive  right  and  license  during  the Term  for each of the  Games
        specified in the Game Exhibit (the "License") to

        (a) develop and produce  Products based on the Game and Game Content for
        use solely on Devices running on the Platform; and

        (b) adapt or convert the version of the Game supplied by Northern Lights
        to operate on the Gizmondo platform and to make such changes adaptations
        and  adjustments  as may be  required  to render the game  operable  and
        attractive on the Gizmondo handheld subject to the prior written consent
        of Northern Lights or its Game Licensers.

        (c) advertise.  promote,  market,  distribute and sub-distribute,  sell,
        license and sub-license such Products
                (i)   in the applicable Territory
                (ii)  either directly or through any Distribution Channel; and
                (iii) solely to  End-Users,  Distribution  Partners or Wireless
                      Network Operators,

        provided that
        (1)     all such  Distribution  Partners are subject to Northern  Lights
                prior  written  approval  (not to be  unreasonably  withheld  or
                delayed),
        (2)     sub-licenses to Distribution Partners shall be only as necessary
                to  allow  Distribution  Partners  to  distribute  and  sell the
                Products to End-Users in the Territory,
        (3)     Gizmondo's  agreements  with such  Distribution  Partners  shall
                contain terms that are at least as protective of Northern Lights
                (and its Game Licensers ) rights (including without  limitation,
                its approval rights) as those contained in this Agreement, and
        (4)     Gizmondo  shell at all times remain  primarily  liable under the
                terms of this Agreement for any actions or omissions on the part
                of such  Distribution  Partners.  In  converting  the  Games  to
                Products.  Gizmondo  may make such  changes  to the Games as are
                required to accommodate the capabilities and requirements of the
                Devices, Platforms and Wireless Networks.

        In connection with the foregoing License, Northern Lights further grants
        to Gizmondo the limited right and license to the applicable Intellectual
        Property  Rights  in the  Games or the  Games  Content  to carry out the
        purpose and intent thereof.

        Notwithstanding anything to the contrary, for purposes of this Section,
        nothing herein shall prevent Northern Lights from publishing the Game on
        other video games, computer systems, hand held devices mobile devices or
        technologies or from publishing any Northern Lights game products other
        than the Games licensed to Gizmondo hereunder on the Platforms.

2.2     Retained  Rights.  For the avoidance of any doubt. the rights granted to
        Gizmondo in Section 2.1 shall be specifically limited to the devices and
        shall not extend to any other platform.

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2.3     Limited Publication Rights. Parties agree that Gizmondo has the right to
        publish on the Devices only  Distribution  rights for any and all future
        personal  media  players are subject to mutual  approval  and good faith
        negotiations on the parts of both parties.

2.4     OEM's  Subject to Northern  Lights prior written  approval  Gizmondo may
        install, pre-load or embed Products on the Device prior to sale, subject
        to Northern  Lights  receiving an equivalent  Earned Royalty as it would
        have had the Game been sold at retail at full retail price.

2.5     Northern   Lights   hereby   grants   to   Gizmondo   a   non-exclusive,
        non-transferable,  royalty-free,  personal  license to use the  Licensed
        Marks and a sublicense or the  applicable  third party game studio logos
        as  specified  in the Game  Exhibits  during the Term,  according to the
        branding  specifications in Exhibit C and other conditions  herein,  and
        solely  +n  connection  with the  development  and  distribution  of the
        Products  based on the Games Subject to  compliance  by Northern  Lights
        with its  warranties  in this  Agreement  relating to the quality of the
        Northern  Lights  Materials,  Gizmondo agrees to maintain the quality of
        Product  at a level  that meets or  exceeds  standards  of  quality  and
        performance  generally  accepted '.n the wireless gaming  industry,  and
        that is at least  commensurate with the quality set forth in Section 4 5
        and Exhibit B to this  Agreement.  Gizmondo  agrees to fully correct and
        remedy any deficiencies in its use of the Northern Lights Licensed Marks
        or the  Product  within a  reasonable  time upon  receipt of notice from
        Northern  Lights.  Gizmondo  shall cease any further use of the Northern
        Lights Licensed Marks upon expiration or termination of this Agreement.

2.6     All rights to the Northern Lights  Licensed Marks not expressly  granted
        herein are reserved by Northern Lights.  Gizmondo  acknowledges Northern
        Lights sole ownership of the Northern  Lights  Licensed  Marks,  and all
        associated goodwill,  and that Northern Lights retains all right, title,
        and interest in such Licensed  Marks.  All goodwill  arising from use of
        such  Licensed  Marks by  Gizmondo  will  inure to the sole  benefit  of
        Northern  Lights.  Gizmondo  will not use the Northern  Lights  Licensed
        Marks in any manner that will  diminish  or  otherwise  damage  Northern
        Lights  goodwill in such Licensed Marks Gizmondo will not adopt,  use or
        register any corporate name, trade name, trademark, domain name, service
        mark or certification  mark, or other designation that violates Northern
        Lights rights in such  Licensee  Marks.  Northern  Lights shall have the
        sole  right  to  and in its  sole  discretion  may  control  any  action
        concerning the Northern Lights Licensed Marks.

3.      OWNERSHIP OF INTELLECTUAL PROPERTY.

3.1     Ownership  of Games and  Related  Rights.  Subject  to the terms of this
        Agreement,  Northern Lights (or as applicable its Game Licensors)  shall
        at all times be and remain the sole and exclusive owner of the Games and
        all Intellectual Property Rights pertaining thereto Without limiting the
        generality of the foregoing.  nothing in this Agreement  shall be deemed
        to grant or assign to Gizmondo any proprietary or ownership  interest or
        Intellectual  Property  Rights in or to the Games other than the license
        rights set forth herein.

3.2     Gizmondo  Ownership  of  Products  and Related  Rights.  Notwithstanding
        Section 2 hereof, Northern Lights acknowledges and agrees that it has no
        right,  title  and/or  interest in and to the Products and in and to the
        work  product and other  materials  originally  developed  or created by
        Gizmondo  either  before or  pursuant to this  Agreement  to develop and
        produce  the  Products  which  do  not  involve,   :include,  embody  or
        constitute a  derivative  work of, and are not  otherwise  based on, any
        portion of the software code  compromising the Games,  including (a) all
        originally created or licensed computer software code, routines,  tools,
        algorithms and other technology  contained in or used in the development
        of the Products, (b) all originally created art, sound, music. graphics:
        and other assets and designs embodied in the Products, (c) the technical
        and/or maintenance documentation, if any, of or concerning the Products,
        and (d) the related instruction  manuals and packaging,  if any, for the
        Products  (collectively,  the  "Gizmondo  Materials").  Gizmondo  (or as
        applicable,  its  licensors)  shall own all rights  title and  interest,
        including  all  Intellectual  Property  Rights,  in and to the  Gizmondo
        Materials,  to the extent the Gizmondo Materials do not involve include,
        embody or constitute a derivative  work of, and are not otherwise  based
        on, any portion of the Northern Lights Materials.

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3.3     No Reverse  Engineering.  Versions of the Game(s)  provided to Gizmondo,
        unless otherwise  specified in the applicable Game Exhibit,  shall be in
        their  compiled  object code format and Gizmondo shall make no effort to
        discover or  otherwise  learn the source code for each Game On a case by
        case basis.  Northern Lights may provide Gizmondo with source code for a
        Game in the event  Gizmondo  demonstrates a good cause reason to require
        source code to  complete a Product,  however,  prior to any  delivery of
        source code (at such time as mutually  agreed upon by the  parties),  if
        the  Product is based on a Game  developed  by a third  party,  Gizmondo
        shall  be  required  to  execute  such  Game  Developer's  nondisclosure
        agreement and/or license agreements (the 'Game Developer  Documents") as
        requested  by such Game  Developer  Gizmondo  may  utilize and study the
        design,  performance  and operation of the Games solely for the purposes
        of developing a Product.  Notwithstanding the foregoing,  Gizmondo shall
        not,  directly or indirectly,  reverse  engineer or aid or assist in the
        reverse  engineering  of aIl or any part of the Games except and only to
        the extent that such activity is expressly  permitted by applicable  law
        notwithstanding  this  limitation  In the event  applicable  law  grants
        Gizmondo the right to reverse  engineer the Games  notwithstanding  this
        limitation,  Gizmondo shall provide  Northern Lights with written notice
        prior  to such  reverse  engineering  activity,  information  sufficient
        regarding Gizmondo's intended method of reverse engineering. its purpose
        and the legal  authority  for such  activity and shall  afford  Northern
        Lights a reasonable  period of time before  initiating  such activity in
        order to evaluate the activity and/or challenge the reverse  engineering
        activity with the appropriate legal  authorities  Gizmondo shall refrain
        from such  reverse  engineering  activity  until  such time as any legal
        challenge is resolved in Gizmondo's  favor  Notwithstanding  anything to
        the contrary, in the event Gizmondo chooses to reverse engineer any Game
        without  Northern  Lights  consent,   Northern  Lights  may  immediately
        terminate this Agreement with no further  obligation to Gizmondo Reverse
        engineering  includes,  without  limitation,  decompiling,  disassembly,
        sniffing, peeling semiconductor components, or otherwise deriving source
        code.

4.      DEVELOPMENT OF THE PRODUCTS.

4.1     Northern  Lights agrees to use its reasonable  endeavors to complete the
        development  of the  Games by the  dates  set out at  Schedule  F and to
        deliver to Gizmondo all appropriate  Materials to support porting of the
        Games to the Devices, provided that Northern Lights shall not be obliged
        to deliver any assets where such  delivery a prohibited  under the terms
        of any third party agreement.

4.2     In the event that  Northern  Lights fails or is unable for any reason to
        deliver the Final  Product in relation to any of the Games then Northern
        Lights and  Gizmondo  shall agree to  substitute  such Game with another
        game  in  the  Northern   Lights  current  or  forthcoming   publication
        catalogue.

4.3     At its discretion but subject to the approval of Northern Lights and its
        Game Licensors as set out in this Agreement,  Gizmondo shall be entitled
        to port the Games to the Device or to develop  the  Products  inn either
        event at its sole cost and expense, pursuant to the terms and conditions
        of this  Agreement  Except  as  expressly  provided  in  this  Agreement
        Gizmondo shall assume full responsibility for the creation,  development
        adaptation and production of the Products,  which shall include, without
        limitation,  (a) designing  creating adapting or modifying the technical
        specifications  for the  Products,  (b) creating  modifying  adapting or
        emulating all computer code for the Products,  (c) creating  adapting or
        modifying all audio and visual  assets for the Products  except for such
        assets as may be reused  and as are  contained  in the  Northern  Lights
        Materials,  (d) acquiring and/or licensing any and all other technology,
        software and hardware needed for purposes of creating adapting modifying
        emulating and  distributing  the Products,  and (e)  conducting  quality
        assurance testing of the Products.

4.4     Third Party Development In the event that Gizmondo seeks to hire a third
        party  developer to develop a Product as specified  herein ("Third Party
        Developer"),  Gizmondo  shall,  subject to Northern  Lights  approval as
        specified  herein,  enter into written  agreements with such Third Party
        Developers that contain language  substantially  equivalent to Section 3
        and in any event  are as  protective  of  Northern  Lights  Intellectual
        Property Rights as the terms of this Agreement. Gizmondo shall cause all
        Third Party Developers to execute Northern Lights.

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        and/or the Game Developer/Licensor's  Nondisclosure Agreement (and other
        relevant  documents,  if  requested).  Any act or  omission by any Third
        Party  Developer  shall be deemed that of Gizmondo  for the  purposes of
        this  Agreement and Gizmondo  shall be jointly and severally  liable for
        such acts or  omissions.  Northern  Lights  must  approve in writing all
        Third Party Developers and development work on any Product by such Third
        Party Developer as shall not begin until such written  approval has been
        provided.

4.5     Completion  of  Products   Gizmondo  agrees  to  use  its   commercially
        reasonable  efforts to complete  the Products  within a reasonable  time
        after being supplied with the Final Products for each of the Games.

4.6     Progress  Reports.  Upon Northern  Lights  request  Gizmondo will submit
        progress  reports  in  connection  with  each  "build"  of the  Product.
        Gizmondo  shall then submit for Northern  Lights review and approval the
        final builds (as such term is commonly  understood in the  entertainment
        software  industry) of the each Product.  Northern Lights shall consider
        all such reports in good faith and shall provide  reasonable  assistance
        to Gizmondo in relation to the compliance  with the  reasonable  quality
        standards of Northern Lights.

4.7     Standard of Development. Gizmondo agrees that: (a) the Products shall be
        of  the  standard  customary  to  high-quality   entertainment  software
        products  in  the  wireless/hand  held  industry.  and  of  such  style,
        appearance and according to the Quality Standards listed in Exhibit B(b)
        the Products shall be developed,  produced,  distributed,  sold licensed
        advertised and serviced in accordance with all applicable  laws; and (c)
        the policy of sale, distribution,  and/or exploitation by Gizmondo shall
        be of the equivalent  standard  customary to high-quality  entertainment
        software products in the Wireless/Handheld industry.

4.8     Approvals

        4.8.1   Gizmondo  agrees  to  submit  the  Products  and  all  marketing
                materials  to be utilized in  connection  with the  advertising,
                marketing and promotion of the Products,  to Northern Lights for
                Northern  Lights  (and its Game  Licensors')  prior  approval or
                disapproval  for the  purpose  of  Northern  Lights  or its Game
                Licensors  determining whether such 'Products' and all marketing
                materials  maintain the agreed-upon  design  specifications  and
                quality  standards  applicable  for such  items.  Gizmondo  will
                comply with the  obligations  required by Northern  Lights' Game
                Licensors  with regard :o the Products and  marketing  materials
                and will not release any Product or marketing  materials without
                Northern Lights' or its Game Licensors' prior written consent.

        4.8.2   Gizmondo  shall  submit  builds" of each  Product  for  Northern
                Lights approval at the following stages:

                (i)     Prototype  Design  Document:   Outline  of  the  planned
                        deliverables  and  expectations  for a Prototype  of the
                        Product.  This  may  be  preceded  by a  "high  concept"
                        document submitted for approval
                (ii)    Prototype Phase: as defined in Section 4.6.3 below
                (iii)   Full Product Design  document:  Detailed  description of
                        game concept and level design for each Platform
                (iv)    First playable version: First indication of what the end
                        user experience will be;
                (v}     Code Complete  version:  All features  implemented.  All
                        future software work dedicated to fixing bugs;
                (vi)    Release Candidate version: Version submitted to Northern
                        Lights of Product for release approval;
                (vii)   Commercial  Release  version:   Final  version  that  is
                        actually published.

         4.8.3   Prototype. The Prototype should feature a playable experience
                 that can be used with a relatively high degree of accuracy to
                 make predictions about the viability of the actual Product The
                 deliverables as outlined below should be of sufficient quality
                 and depth to achieve this purpose and inclusive of the
                 following at a minimum:


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                (i)     Prototype Binary

                        -       Primary gameplay and display engine for a target
                                Platform    agreed   to   by   Northern   Lights
                                (WinCe.net)     is     viewable      Performance
                                optimizations have not been performed.
                        -       Primary  gameplay  elements are playable  (e.g.,
                                drive   the   car,   place  a  unit,   move  the
                                character).   No  tuning  has  been   performed.
                                Secondary  functionalities  (e.g., extra vehicle
                                behavior,  extensive  character  moves)  are not
                                inclusive.
                        -       Key   Playable   Experience   Binary   able   to
                                demonstrate the core mechanic or primary feature
                                of the game.
                        -       Binary is  sufficiently  stable  to  review  the
                                above described elements.
                        -       Realized character art that is representative of
                                what  will be  seen m the  final  Product  which
                                covers at least the main character The art is to
                                be shown in WinCe.net format.


                (ii)    Initial Design Document (GDD)

                        -       Core gameplay functionality described sufficient
                                to understand the primary gameplay  elements and
                                their gameplay interactions Competitive features
                                and player proxy are also described.
                        -       Projected list of platform feature differences.
                        -       Projected list of tools and technologies  needed
                                to realize the game as described.
                        -       Mitigated Risks,  Gizmondo's  perceived risks in
                                taking  this  particular  approach  and thus not
                                being able to  deliver in terms of  originality,
                                fun, etc.

                (iii)   Additional  Documentation  including  a  description  of
                        Prototype's features, what works and what doesn't.

        4.8.4   Once Northern  Lights gives an approval for submitted  materials
                and information  about the proposed Product it cannot retract or
                modify that approval and Gizmondo will have the right to rely on
                such approval in proceeding to the subsequent development stages
                based on the approved materials and information,  provided there
                are no material deviations,  modifications or other changes from
                the submitted materials and information.

        4.8.5   Northern Lights shall use reasonable efforts to approve,  and to
                procure that Northern Lights Game Licensor's  approve,  "builds"
                and other submissions  submitted by Gizmondo within fifteen (15)
                business  days  after  receipt,  which  approval  shall  not  be
                unreasonably   withheld,   provided   such  "builds"  and  other
                submissions  maintain the agreed-upon design  specifications and
                quality  standards  applicable  for  such  items  In  the  event
                Northern  Lights  or its Game  Licensors  neither  approves  nor
                disapproves  the  submitted  material  within such  fifteen (15)
                business day period.  Gizmondo  shall provide  written notice to
                Northern Lights and Northern Lights and its Game Licensors shall
                have  an  additional  five  (5)  business  days  to  approve  or
                disapprove the submitted material.  In the event Northern Lights
                and/or its Game Licensors  fail to approve or disapprove  within
                such five (5) business  days,  the submitted  material  shall be
                deemed approved  unless  Northern  Lights  notifies  Gizmondo in
                writing  during such period  that it has not  received  approval
                from  one or  more of its  Game  Licensors  in  which  case  the
                submitted material will not be approved until such Game Licensor
                has given its  approval and all  applicable  time limits in this
                Agreement  shall be  correspondingly  extended.  The  commercial
                release version of the Product and all marketing  materials must
                be approved by the written signature of the person(s) designated
                by  Northern  Lights in the Game  Exhibit In the event  Northern
                Lights and/or its Game  Licensors  disapprove of a  deliverable,
                Northern   Lights  shall  provide   Gizmondo   with   sufficient
                information  in which to discern  the nature of the  disapproval
                and Gizmondo shall modify the deliverable prior to resubmission.
                Gizmondo  agrees  to make  such  changes  as will be  reasonably
                required to correct any deficiencies

                                       7
<PAGE>

                noted by Northern  Lights or its Game  Licensors  promptly  upon
                receipt of such notice.  This  procedure  will be repeated  with
                each  submission  until  Northern  Lights  determines  that  its
                request(s)  for  changes has been met.  No  distribution  of any
                Products or related  materials may occur without Northern Lights
                and its Game Licensors prior written approval Once approved, the
                Products and related  materials  shall not deviate from the form
                in which such items were approved.

4.9     Hardware  Gizmondo  shall  provide such  hardware  and carrier  service,
        and/or  comparable  method of access to the  Products as is necessary to
        facilitate Northern Lights review and approval of the Products.

4.10    Defects  Correction.  Gizmondo shall be  responsible  for correcting all
        bugs and errors  found in the  Products  as needed to have the  Products
        approved by Northern  Lights as  specified  herein and deemed  ready for
        "code  release"  (i.e.,  the  Product  is in  final  form,  without  any
        significant  bugs or errors and is ready to be reproduced into units for
        sale in the Territory).

4.11    Northern  Lights  Materials.  For each Game,  Northern  Lights agrees to
        deliver to Gizmondo the Northern Lights Materials as may be specified in
        the Game Exhibit for such Game.

4.12    Copyright   Acknowledgment.   Gizmondo  shall  include  the  appropriate
        copyright and trademark  acknowledgement in the credit screen,  package,
        manual,  marketing and promotional materials and paid advertisements for
        the Product as identified on the Game Exhibit.

4.13    Gizmondo will display and not remove or alter any trademarks, copyrights
        or notices  pertaining to the Games as provided by Northern Lights,  and
        reproduce  such  trademarks,  copyrights  and notices in all  applicable
        advertising and marketing  materials for the Products  including but not
        limited to applicable  ratings  symbols for each Products  Gizmondo will
        comply  with  all   Entertainment   Software   Ratings  Board   ("ESRB")
        requirements and procedures and equivalent  applicable  requirements and
        procedures  of  similar  ratings  organizations  in other  countries  in
        connection  with its  distribution  and  marketing  of the  Products The
        content and game play of the Product  shall not  materially  differ from
        the  applicable  Game such that the  Product  would  receive a different
        content rating than the Game in any jurisdiction.

4.14    Credit.

        4.14.1  Each  Product  shall be  co-branded  equally  with the  Northern
                Lights and Gizmondo  brands and the Game  developer and Northern
                Lights Game Licensor(s) (if applicable), and bear the same title
                as the Game Use of Northern Lights brands and logos will conform
                to the Branding Specifications attached hereto as Exhibit C.

        4.14.2  Subject to the  limitations  stated in  Sections 4 6 and 11, the
                parties  shall  mutually  agree  to a press  release  concerning
                Gizmondo's  publication  of the  Products  that  shall  identify
                Northern Lights as the original  publisher of each of the Games,
                the  Game   Developer/Licensor  of  each  applicable  Game,  and
                Gizmondo as the  publisher of the Products.  The press  releases
                shall also be subject to Northern Lights Game Licensors approval
                where relevant.

        4.14.3  Subject  to  the  approval  of  Northern  Lights  and  its  Game
                Licensors  as to all aspects of the display or  presentation  of
                the Licensed Marks Gizmondo shall provide  Northern  Lights with
                the  trademark  attribution  supplied  to  Gizmondo  by Northern
                Lights and give credit to Northern Lights and any Game Licensors
                on the back of the Product  packaging and within the Products in
                all areas  where  credit is given to  Gizmondo  Examples of such
                'in-game"  credit include  Northern  Lights name and logo in the
                splash screen upon "boot-up', within the game manual, and in the
                credit  section of each  Product  Gizmondo  shall  also  include
                Northern  Lights  and any Game  Licensor's  name and logo on all
                marketing and promotional materials and paid advertisements in a
                manner that clearly identifies  Northern Lights as the publisher
                of the Game.  Trademark  attribution  for each Product  shall be
                included in each Game Exhibit or as provided by Northern  Lights
                from time to time under this Agreement. In addition,

                                       8
<PAGE>

                Gizmondo  shall  grant  credit  to  Game  Developer/Licensor  as
                follows or as  otherwise  instructed  by Northern  Lights on the
                Game Exhibit.

                o  Game Developer/Licensor's name and logo within the manual for
                   the Product
                o  Game Developer/Licensor's  name within the credit  section of
                   the Product

        4.14.4  The  Products   shall   reference   all  credit  and   copyright
                information  found in the original  Games with the  exception of
                additions or deletions  agreed to in writing by Northern  Lights
                Notwithstanding the foregoing,  Gizmondo shall have the right to
                credit  the Third  Party  Developers  of the  Products  or third
                parties who assist in the  development  or  distribution  of the
                Products  provided  that  such  credit  is  consistent  with the
                presentation of credits contained in the applicable Game.


5.      CERTIFICATION; TESTING.

5.1     Certification  And Testing.  Gizmondo  shall,  as required,  submit each
        Product  for  testing  and  certification  by  an  appropriate   testing
        facility,    in-house   Quality   Assurance   department   or   Gizmondo
        certification  department All testing fees shall be paid by Gizmondo. In
        the  event any  Product  is not  certified  due to its  failure  to meet
        applicable  standards  set-forth  by  the  certifying  entity  or  body.
        Gizmondo  shall at its sole  expense,  make such  revisions  and further
        modifications until such time as the Product is certified.  The Licensor
        retains the rights for final approval but will not unreasonably withhold
        the release of the product.

5.2     Technical  Support.  Gizmondo or a party designated by Gizmondo shall be
        responsible  for all customer  support for the Product  Northern  Lights
        acknowledges  that Gizmondo may rely on its Wireless  Network  Operators
        and Distribution  Partners to provide  support,  subject to the terms of
        this Agreement. Gizmondo will, through clear and conspicuous language in
        the Product and on the  packaging  and  documentation  for the  Product,
        notify users of Products how to obtain technical support for the Product
        and that Northern Lights is not  responsible  for providing  support for
        such Product  Northern  Lights  shall,  however,  at its own expense use
        reasonable commercial endeavors to provide Gizmondo with such support in
        relation to the Northern  Lights  Materials  as Gizmondo may  reasonably
        require for the purpose of performing its obligations  under this Clause
        provided that the information  required by Gizmondo is readily available
        to Northern Lights and/or its Game Developers.


6.      FINANCIAL TERMS.

6.1     Product Price  Gizmondo  shall promptly  inform  Northern  Lights of all
        prices  applicable  to the  distribution  and sale of the Products  (the
        "Product Price")  provided that the Product Price is  substantially  the
        same as similar  quality  products and subject to Northern  Lights prior
        written approval,  not to be unreasonably withheld In addition Gizmondo,
        a hardware  manufacturer,  Merchant or a Distribution Partner shall have
        the right subject to any approval  rights of Gizmondo,  if any to reduce
        the Product Price or offer discounts to third parties.

6.2     Game Title                      Minimum Guarantee
        ----------                      -----------------
        Colors/City                     (pound)800 000

        The Minimum  Guarantee shall be paid to Northern Lights on the Effective
        Date or by stage  payments  within three months of the  effective  date.
        Subject to the  provisions of this  Agreement the Minimum  Guarantee for
        each Product shall be non-refundable but fully recoupable against Earned
        Royalties for each Product.

6.4     With respect to each Product.  Gizmondo agrees to pay to Northern Lights
        an earned  royalty (the  "Earned  Royalty or  Royalties")  of 50% of Net
        Receipts.

6.5     Royalty Statements.  Gizmondo will provide royalty statements  including
        quarterly unit sales and revenue reporting of sell-in to Northern Lights
        with detail by stock-keeping  unit (SKU), for each geographic  region in
        the Territory, with such reports delivered to Northern Lights within

                                       9
<PAGE>

        forty  five (45i days  after the end of each  fiscal  quarter  after the
        commercial  launch of any Product with Earned Royalties shown thereby to
        be due to  Northern  Lights.  Payment  of Earned  Royalties  shall be in
        pounds  sterling  within  fifteen  (15)  business  days  of  receipt  of
        corresponding  invoice  and  shall be paid  according  to the  procedure
        identified  in the attached  Exhibit D. The royalty  statement  shall be
        based upon units  distributed  and not  returned  for the  quarter  then
        ended,  and shall  contain  information  sufficient  to discern  how the
        royalty payment was computed. Earned Royalties are payable on the number
        of physical  copies or downloads of the Products sold less the number of
        returns Gizmondo may maintain and withhold from payment Earned Royalties
        shown  to  have  accrued  on  any  statement  reasonable  reserves  (not
        exceeding 15%) of the Earned  Royalty  payable in respect of each fiscal
        quarter in respect of  Products  which may be  returned  {"Returns } and
        will  subsequently  make  adjustments  based on the  number of  Products
        actually  returned,  provided that any unused  reserve shall be released
        within the second fiscal  quarter  following  that in which it was first
        maintained.

6.6     Audits.  For at least two years after the Term,  Gizmondo  will maintain
        accurate  books and  records  that  report  the  sales o` each  Product.
        Northern  Lights  shall  have the  right  to  designate  an  independent
        certified public  accountant on Northern Lights behalf (who shall not be
        compensated on a contingent fee basis),  at Northern Lights own expense,
        to examine  those books and records  solely for the purpose of verifying
        the  accuracy  of royalty  statements  rendered  by  Gizmondo  hereunder
        Northern Lights accountant may only make such examination during regular
        business  hours and upon  reasonable  notice and in a manner that is not
        unreasonably  disruptive to Gizmondo's  business Each  examination  will
        take place at the place Gizmondo normally keeps the books and records to
        be examined Northern Lights shall be limited to one (1) such examination
        each  twelve  (12)  months  while  the   applicable   Product  is  being
        commercially exploited by Gizmondo and for 12 months thereafter Gizmondo
        shall have no obligation to permit Northern  Lights,  nor shall Northern
        Lights have any right. to examine  Gizmondo s books or records  relating
        to any particular statement more than once unless there is an unresolved
        issue. Northern Lights acknowledges that Gizmondo claims that Gizmondo's
        books and records contain  confidential trade secret information Neither
        Northern  Lights  nor  Northern  Lights  independent   certified  public
        accountant or other representatives shall communicate at any time or use
        on  behalf  of  any  other  person,   firm  or  corporation  other  than
        representatives of Northern Lights any facts or information  obtained as
        a result  of any such  examination  of  Gizmondo's  books  and  records.
        Further,  prior to the  commencement  of any  examination  of Gizmondo's
        books and records in  accordance  with the  provisions  of this Section,
        Northern Lights shall cause the independent  certified public accountant
        engaged by Northern  Lights to sign a letter and/or  agreement in a form
        approved by Gizmondo  which  acknowledges  his or her agreement (and the
        agreement  of his or her firm) to he bound by the  foregoing  The rights
        granted to Northern  Lights in this Section  shall  constitute  Northern
        Lights sole and exclusive right to examine Gizmondo 's books and records
        If Northern  Lights  establishes  as a result of an audit  conducted  by
        Northern Lights that there is an  underpayment  in the royalty  payments
        due to Northern  Lights of five per cent (5,'/,,) or more for the period
        covered by the audit,  then Gizmondo shall pay to Northern Lights,  upon
        settlement of the audit,  Northern,  Lights  accountable  auditor's fees
        actually paid together with the underpayment.

6.7     In the event that  Gizmondo is late in making any payment or if Northern
        Lights  establishes as a result of an audit conducted by Northern Lights
        that there is an  underpayment  in the royalty  payments due to Northern
        Lights of five percent (5%) or more for the period covered by the audit,
        then Gizmondo shall pay to Northern Lights interest from the due date of
        such  monies  until the day  payment is received at the rate of 11% such
        interest  to run from day to day and to  accrue  after as well as before
        any Judgment.


7.      MARKETING AND DISTRIBUTION

7.1     At Gizmondo's sole expense and subject to Northern Lights approvals as
        set forth in Section 4, Gizmondo shall prepare and execute a marketing
        plan in support of the sales effort for the Products. Gizmondo shall
        spend on its marketing. and promotional efforts for each Product, an
        amount commensurate with amounts spent by Gizmondo on its other top-tier
        products.

                                       10
<PAGE>

        Gizmondo shall use commercially  reasonable  efforts to market,  promote
        and  distribute  the  Window's  mobile  versions of the  Products in the
        Territory on no less favorable terms as Gizmondo  markets,  promotes and
        distributes other  interactive  games distributed by Gizmondo.  Northern
        Lights shall have approval of the marketing  plan, to be obtained  prior
        to, and as a condition of, a Product being  certified by Northern Lights
        as ready for release to manufacturing.

7.2     EULA.  Gizmondo shall include an End User License  Agreement (EULA) with
        the Products m paper or  electronic  form The EULA shall  indicate  that
        Gizmondo is the  licensor  of the  Product  and the  supplier of Product
        warranties and support The Products shall be licensed to End Users under
        terms as protective of Northern Lights  Intellectual  Property Rights as
        the terms specified  herein,  except in no event will the EULA grant any
        rights  to End  Users  beyond  the  right to use the  Product  as a game
        Product support  information shall include,  at a minimum  Gizmondo's or
        other designated partner or operator web site and e-mail address for end
        users to use to obtain  support for the  Product.  Northern  Lights must
        approve  any  material  changes to the EULA in  writing  that may affect
        Northern Lights rights under this Agreement.

7.3     Undertaking Penetration in Distribution Channels. Gizmondo shall use its
        commercially  reasonable efforts to cause the Products to be distributed
        in at least ninety  percent (90%) of the  Distribution  Channel in which
        Gizmondo  normally   distributes   consumer  software  products  in  the
        applicable Territory.

7.4     Gizmondo  grants to Northern  Lights the  unlimited  right to copy,  use
        during  the  Term  and  distribute  to  Northern  Lights  employees  and
        contractors the Gizmondo  versions of Products for reference  promotions
        and the like but not for resale or commercial exploitation.

7.5     Gizmondo shall provide to Northern  Lights at least (i) thirty (30) free
        copies of each retail  version of a Product for each  Platform  from the
        first  manufacturing  run of such  Product;  and (ii)  thirty  (30) free
        simulators to be able to play non retail  versions of a Product for each
        platform upon commercial release.  Northern Lights shall notify Gizmondo
        regarding  any  commitment  it may have to  provide  copies  to any Game
        Licensor and Gizmondo shall provide Northern Lights with such copies.

7.5     Gizmondo  will  provide  Northern  Lights with three (3)  pre-production
        units of the Device and fifteen (15)  commercial  retail versions of the
        Device when each such Device first becomes available.

7.7     Gizmondo shall include nn its website or webpage for a Product a link to
        the applicable Game website or webpage as designated by Northern Lights.

7.8     Northern  Lights  shall  use  commercially  reasonable  efforts  in  its
        discretion to cross promote the Products based on the Games.


8.      TERMINATION.

8.1     Term. This Agreement will continue in full force and effect for the Term
        unless terminated earlier as set forth below.

8.2     Termination  for Cause. A party hereto which is not in default or breach
        of this  Agreement may terminate this Agreement as it relates to a given
        Game licensed hereunder by written notice to the other party at any time
        prior to its  original  expiration  date (as may be  extended)  upon the
        occurrence of any of the following events (each an "Event of Default"):

        27      The  breach  or  default  of  any  material   term,   agreement,
                representation,  warranty,  covenant or obligation  set forth in
                this  Agreement as to such Game,  related  materials or Products
                and such  breach or default  continues  uncured  for a period of
                thirty (30) calendar days following the receipt by the breaching
                party of a written notice thereof; or

                                       11
<PAGE>

        (ii)    If either 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),   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

        Notwithstanding  the  foregoing,  the  parties  agree  that a good faith
        disagreement  as to the amount of any payments due under this  Agreement
        will not be considered a breach of this Agreement.

8.3     Partial Termination for Loss of Product Distribution Rights In the event
        Northern  Lights  loses the right to grant to  Gizmondo  the rights with
        respect  to  any  Northern   Lights   Materials,   Northern  Lights  may
        immediately  terminate the rights  granted to Gizmondo for such Northern
        Lights  Materials and the  associated  Product(s)  without effect on the
        rights  related  to  other  Northern  Lights  Materials  and  associated
        Product(s},  and, if so indicated by Northern  Lights due to its loss of
        rights,  without  a Sell Off  Period  for such  affected  Product(s)  as
        specified  in Section 8 5 If any  Minimum  Guarantees  for the  affected
        Product(s)  have yet to be fully recouped by Gizmondo,  Northern  Lights
        will  replace  the  affected   Product(s)  with  comparable   product(s)
        acceptable to Gizmondo.

8.4     Enforcement Right Without Termination. Without limiting the foregoing or
        anything to the contrary  contained  herein,  Northern  Lights breach of
        this Agreement  shall not cause this Agreement and the rights  hereunder
        to terminate unless Gizmondo specifically elects in writing to terminate
        the Agreement Without limiting the foregoing or anything to the contrary
        contained  herein,  Gizmondo's  breach of this Agreement shall not cause
        this  Agreement and the rights  hereunder to terminate  unless  Northern
        Lights specifically elects in writing to terminate the Agreement.

8.5     Effect of Expiration or  Termination.  The parties agree that in case of
        expiration  or  early  termination  of  this  Agreement  except  if such
        termination is due to a breach of this Agreement by Gizmondo:

        27      Gizmondo  shall have (i) one hundred  eighty (180) days from the
                date  of  expiration  or  termination  to sell  packaged  retail
                versions of the Product  already in inventory  prior to the date
                of  termination;  and (ii;  ninety  (90)  days  from the date of
                expiration or termination to continue to offer download versions
                of  the  Product  via  electronic   distribution   (each  period
                collectively, the "Sell Off Period");

        (ii)    Except as  otherwise  set forth in this  Agreement  the  parties
                shall  have no further  obligations  to one  another  under this
                Agreement.

8.6     Survival of Certain Obligations.  Subject to the terms of this Agreement
        to the contrary,  Sections  2.'7, 3, 6.6 and 9 through 114 shall survive
        the termination or expiration of this Agreement.


9       REPRESENTATIONS, WARRANTIES AND COVENANTS.

9.1     Representations,  Warranties and Covenants of Northern Lights.  Northern
        Lights  represents,  warrants and covenants that (i) Northern  Lights is
        duly incorporated,  validly existing and in good standing under the laws
        of the  ;jurisdiction in which it is  incorporated,  and that it has the
        full rights,  power,  legal  capacity  and  authority to enter into this
        Agreement,  and to carry out the terms  hereof (ii) this  Agreement  has
        been  executed  by its duly  authorized  representative  and is a valid,
        legally binding and  enforceable  obligation of Northern  Lights;  (iii)
        Northern  Lights is either the owner of the Games,  the Northern  Lights
        Materials including the Game Content the Licensed Marks (in countries of
        the Territory in which such Licensed Marks are registered,  as specified
        in the applicable  Game Exhibit) and all  Intellectual  Property  Rights
        therein or has  procured  all  necessary  rights and  licenses  from the
        owners  of such  rights  to enter  into and  carry out the terms of this
        Agreement; (iv) the Games and Game Content have


                                       12
<PAGE>

        not been sold, assigned,  leased,  licensed or in any other way disposed
        of by Northern  Lights or  mortgaged,  pledged or encumbered by Northern
        Lights in a manner that would violate the exclusive  license  granted to
        Gizmondo hereunder;  and (v} Northern Lights will comply in all material
        respects  with  all  applicable   laws,   statutes  and  regulations  in
        performing its obligations under this Agreement

9.2     Representations  and  Warranties  of  Gizmondo.   Gizmondo   represents,
        warrants and covenants that:

        (i)     It is duly  incorporated,  validly existing and in good standing
                under the laws of the  jurisdiction in which it is incorporated,
                and that it has the  full  rights,  power,  legal  capacity  and
                authority  to enter  into this  Agreement,  and to carry out the
                terms hereof,

        (ii)    this  Agreement  has  been  executed  by  its  duly   authorized
                representative  and is a valid,  legally binding and enforceable
                obligation of Gizmondo;

        (iii)   Gizmondo  has  the  full  rights,   power,  legal  capacity  and
                authority  to enter  into this  Agreement,  and to carry out the
                terms hereof; and materials furnished by Gizmondo, if any, under
                this  Agreement,  do not or will not infringe  upon or otherwise
                violate the rights of any third party;

        (iv)    Gizmondo   will  comply  in  all  material   respects  with  all
                applicable  laws,  statutes and regulations in distributing  the
                Products under this Agreement;

        (v)     Gizmondo has full power and  authority to enter into and perform
                this Agreement without approval from any governmental  entity or
                third party,  and that such ability is not limited or restricted
                by any  agreements  or  understanding  between  Gizmondo and any
                other person or company;

        (vi)    Gizmondo  and its  affiliated  companies  have the  know-how and
                experience  to develop  the  Products  and are  otherwise  fully
                capable of performing the obligations  under this Agreement,  or
                will engage Third Party  Developers  approved by Northern Lights
                who have such know-how, experience and capability;

        (vii)   Gizmondo shall maintain sufficient  insurance coverage to enable
                it to meet its obligations  created by this Agreement and by law
                Without  limiting the  foregoing.  Gizmondo  warrants  that such
                insurance  shall include the following  lines o` coverage to the
                extent the  Agreement  creates  exposures  generally  covered by
                these insurance policies  Commercial General Liability,  product
                liability and Employer's Liability.

        (viii)  The  Products,   computer  code   technology,   information  and
                materials  created,  developed  or used by Gizmondo  pursuant to
                this  Agreement,  other than the Game  Content will not infringe
                upon or misappropriate  the Intellectual  Property Rights or any
                other  legal  rights of any third party and should any aspect of
                thereof, or such other computer code, technology  information or
                materials  created or  developed  by  Gizmondo  pursuant to this
                Agreement, become, or, in Northern Lights reasonable opinion, is
                likely  to   become,   the   object  of  any   infringement   or
                misappropriation  claim  or  suit.  Gizmondo  will  use its best
                efforts to procure, at Gizmondo's expense, the right to use such
                computer  code,  technology,  information  or  materials  in all
                respects,  or to replace or modify the affected material to make
                it  non-infringing,  and if it is unable to do so at  reasonable
                expense, it shall be entitled to surrender its rights under this
                Agreement with respect to the Product or Products in question.


 10.     INDEMNIFICATION.

10.1    Indemnification  by Northern  Lights.  Northern  Lights hereby agrees to
        indemnify.  defend and hold  harmless  Gizmondo from and against any and
        all suits, losses,  liabilities,  damages, awards, claims,  settlements,
        costs and expenses, including reasonable attorneys' fees,


                                       13
<PAGE>

        arising out of or otherwise  relating to a breach by Northern  Lights of
        its  warranties,   representations   and  covenants  contained  in  this
        Agreement.

10.2    Indemnification by Gizmondo. Gizmondo hereby agrees to indemnify, defend
        and hold harmless  Northern  Lights  against any and all suits:  losses,
        liabilities,  damages, awards. claims, settlements,  costs and expenses,
        including  reasonable  attorneys'  fees,  arising  out  of or  otherwise
        relating to a breach by Gizmondo of its warranties,  representations and
        covenants contained in this Agreement.

10.3    Limitation On Indemnification.  Notwithstanding this Section 10, neither
        party  shall have  obligation  to  indemnify  the other if the Claim for
        which indemnification is sought arises Out of a breach of this Agreement
        or of a  representation  warranty or covenant  made by the party seeking
        indemnification

10.4    Notice of Claim.  In the event either party wishes to assert a claim for
        indemnification  hereunder (the  Indemnified  Party"),  it shall deliver
        written notice (a 'Claims Notice') to the other party (the "Indemnifying
        Party"), specifying the facts constituting the basis for, and the amount
        (if known) of the claim asserted.

10.5    Right to Contest Claims of Third Parties.

        10.5.1  If an Indemnified  Party  asserts,  or may in the future seek to
                assert,  a claim for  indemnification  hereunder  because of any
                action,  cause of action or suit  brought  by any  person  not a
                party to this  Agreement  {a "Third  Party  Claimant")  that may
                result in a loss with  respect  to which the  Indemnified  Party
                would be entitled to  indemnification  pursuant to this  Section
                (an "Asserted  Liability'),  the Indemnified Party shall deliver
                to the Indemnifying  Party a Claims Notice with respect thereto,
                which Claims Notice shall in accordance  with the  provisions of
                Section 10.4 hereof be delivered as promptly as practical  after
                an  action  in  connection  with  such  Asserted   Liability  is
                commenced against the Indemnified Party.

        10.5.2  The Indemnifying  Party shall have the right upon written notice
                to the Indemnified  Party, to  investigate,  contest,  defend or
                settle  any  Asserted  Liability  that may result in a loss with
                respect  to  which  the   Indemnified   Party  is   entitled  to
                indemnification  pursuant  to this  Section,  provided  that the
                Indemnified  Party  may at its  option  and at its own  expense.
                participate  in  the  investigation,   contesting,   defense  or
                settlement    of   any   such   Asserted    Liability    through
                representative,,;  and counsel of its own and, provided further,
                that the  Indemnifying  Party  shall  not  settle  any  Asserted
                Liability  unless such settlement  provides as an  unconditional
                term an  immediate  release  of the  Indemnified  Party  for all
                liability  with  respect  to such  Asserted  Liability,  and the
                Indemnified  Party  has  consented  to the  other  terms of such
                settlement  If  requested  by  the   Indemnifying   Party,   the
                Indemnified  Party  will,  at the sole cost and  expense  of the
                Indemnifying  Party,  cooperate with reasonable  requests of the
                Indemnifying  Party and its counsel in  contesting  any Asserted
                Liability. including, if appropriate and related to the Asserted
                Liability in question,  in making any  counterclaim  against the
                Third Party Claimant, or any cross-complaint  against any Person
                (other than the  Indemnified  Party or its  Affiliates).  If the
                Indemnifying  Party  fails  to  undertake  the  defense  of  the
                Asserted Liability  reasonably  promptly,  the indemnified Party
                may at its option and at the Indemnifying Party's expense, to do
                so in such manner as it deems  appropriate;  provided,  however,
                that the  Indemnified  Party shall not settle or compromise  any
                Asserted Liability for which it seeks indemnification  hereunder
                without  the prior  written  consent of the  Indemnifying  Party
                (which shall not be unreasonably withheld or delayed).

        10.5.3  The Indemnifying  Party may participate in (but not control) the
                defense of any  Asserted  Liability  that it has not  elected to
                defend with its own counsel and at its own expense.

        10.5.4  The  Indemnifying  Party and the  Indemnified  Party  shall make
                mutually  available  to each other all relevant  information  in
                their possession not protected under


                                       14
<PAGE>

                confidentiality  agreements  relating to any Asserted  Liability
                (except to the extent that such action would result in a loss of
                attorney-client  privilege or would violate any applicable  law)
                and shall cooperate with each other in the defense thereof.

10.6    Except for the parties' indemnification obligations set forth in section
        10, in no event shall either party be liable for  incidental  exemplary,
        punitive,  special or  consequential  damages of any kind or the loss of
        anticipated profits incurred or suffered by the other party arising from
        any breach of this agreement. In no event will Northern Lights aggregate
        liability  under  this  agreement  exceed  the  amount  of fees  paid to
        northern  lights  hereunder.  Nothing  m this  exclusion  shall  exclude
        liability for fraud.

11.     CONFIDENTIALITY.

11.1    The parties to this  Agreement  recognize  that in  connection  with the
        performance  of this  Agreement,  each of them may disclose to the other
        information  about the disclosing  party's  business or activities which
        the disclosing party considers proprietary and confidential. All of such
        proprietary and confidential  information of the disclosing party (which
        shall  include,  without  limitation;   this  Agreement,  all  business,
        financial and technical information of a party, identities of customers,
        clients  or   licensees,   proprietary   software  code  and  any  other
        information  whether  oral or written  which is not  generally  known or
        available  to the public) is  hereinafter  referred to as  "Confidential
        Information."

11.2    The party who receives any Confidential  Information  agrees to maintain
        the confidential  status for such Confidential  Information,  not to use
        any such Confidential Information for any purpose other than the purpose
        for which it was originally  disclosed to the receiving party and not to
        disclose any of such Confidential Information to any third party.

11.3    All terms and conditions of this Agreement shall be deemed  Confidential
        Information  as  defined  herein.   In  the  event  Gizmondo   transfers
        Confidential Information to other parties (e.g., Third Party Developers)
        as allowed under this Agreement,  that party shall enter into agreements
        with such parties which protect the Confidential Information of Northern
        Lights to no less a degree than it is protected  herein Without limiting
        the  foregoing,  ail terms and  conditions  of this  Agreement  shall be
        considered  confidential  and shall not be  disclosed  (except to either
        party's  attorneys or accountants  on a need-to-know  basis) without the
        prior written consent of the other party.

11.2    Press-Release. The parties shall issue a press release  announcing  this
        relationship  provided that such press release shall be subject to their
        mutual approval.

11.3    Injunctive Relief.  Each party further  acknowledges and agrees that, in
        the event of a breach or threatened  breach of this  Section,  the other
        party may have no adequate  remedy in money or damages and,  accordingly
        shall be entitled to seek  preliminary.  permanent and other  injunctive
        relief.

11.4    Non-Impairment.  Nothing in this Agreement will affect any obligation of
        either  party  to  maintain  the  confidentiality  of  a  third  party's
        confidential  information.  Nothing in this  Agreement  will  impair the
        right of either party to use, develop or market  technologies,  ideas or
        products  similar  to those  of the  other  party  so long as such  use,
        development or marketing does not infringe or the intellectual  Property
        Rights of the other party.


12.     PROTECTION OF PROPRIETARY RIGHTS.

12.1    Third Party  Infringement  If either party hereto becomes aware that any
        Product or Game Content  governed by this  Agreement has been or will be
        infringed, such party shall promptly notify the other thereof in writing
        and the parties shall promptly seek to mutually determine a joint course
        of  action  with  respect  to  said  infringement  If  joint  action  is
        undertaken, the expenses incurred by each party will be paid off the top
        from any  recovery  received  in  connection  with such  action  and the
        remainder  of such  recovery  shall  then be  split  by the  parties  in
        proportion to their expenses for such action.  If, however,  no mutually
        acceptable


                                       15
<PAGE>

        basis for joint action is agreed upon within a reasonable period of time
        and Gizmondo  reasonably believes that action is required to protect its
        rights,  Gizmondo  may take action in its own name and  Northern  Lights
        shall  cooperate  including  with  respect to the issues of standing and
        venue,  with Gizmondo in connection  with the prosecution of such action
        at Northern  Lights  expense and reasonable  request.  If,  however:  no
        mutually  acceptable  basis for joint  action  is agreed  upon  within a
        reasonable  period  of time  and  Gizmondo  fails  to take  action  in a
        reasonable amount of time thereafter, Northern Lights may take action in
        its own name.  and Gizmondo shall  cooperate,  including with respect to
        issues of standing and venue,  with Northern  Lights in connection  with
        the prosecution of such action at Northern Lights expense and reasonable
        request.  The party who  commences any such  unilateral  action shall be
        entitled  to  recover  its  actual  out of  pocket  costs  and  expenses
        associated  with such action with the balance  retained by Gizmondo  and
        deemed Net Receipts.

12.2    Third Party Claims.  Gizmondo will promptly  notify  Northern  Lights in
        writing of any legal proceeding  instituted,  or written claim or demand
        asserted  by,  any third  party  against  Gizmondo  with  respect to the
        infringement of any  Intellectual  Property  Right,  which is alleged to
        result from the  license,  sale or use of the Game  Content by Gizmondo.
        Such a claim shall be deemed a breach of Northern Lights representations
        and warranties.


13.     MISCELLANEOUS.

13.1    Public Announcements. Neither party will make any public announcement in
        relation to this Agreement  without the express  written  consent of the
        other.

13.2    Assignment.  Gizmondo  may not  assign  this  Agreement  or any  portion
        thereof,  to any third  party  other  than  Gizmondo  Affiliates  unless
        Northern Lights expressly  consents to such assignment in writing,  such
        consent shall not be unreasonably withheld.

13.3    Force  Majeure.  Neither  party will be  responsible  for any failure to
        perform its  respective  obligations  under this Agreement due to causes
        beyond its reasonable  control (each a 'Force Majeure Event") including,
        but not limited to, strikes,  riots  embargoes,  war, acts of terrorism,
        acts  of  civil  or  military  authorities,   fire  floods,   explosion,
        earthquakes, accidents. network catastrophes, acts of God. and all other
        delays beyond the party's  reasonable  control  provided that such party
        gives prompt  written  notice of such Force  Majeure  Event to the other
        party within five (5) business  days. The time for  performance  will be
        extended for a period equal to the duration of the Force Majeure  Event,
        but in no case longer than thirty (30) days.

13.4    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 provisions 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 so 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.

13.5    Notice Any notice herein required or permitted to be given will be given
        in writing and may be  delivered  personally  to any officer of Northern
        Lights or Gizmondo, or as appropriate; by express courier, registered or
        certified   mail  (postage  and  fees  prepaid,   with  return   receipt
        requested), or by facsimile transmission to the address set forth below.
        Either  party may from time to time  specify or change the  address  for
        such notice by giving  written  notice thereof to the other party in the
        manner provided in this Section. A notice will be deemed given three (3)
        days after deposit if by express courier, five (5) days after deposit if
        by regular mail, or upon transmission if by facsimile.


                        With a copy to:        Gizmondo Europe Ltd
                                               1 Meadow Gate Avenue
                                               Farnborough Business Park
                                               Farnborough
                                               Hants


                                       16
<PAGE>

                                               GU14 6FG England

                        If to Northern Lights: Northern Lights Software Ltd
                                               6 Albermarle Street
                                               London W15 4HG
                                               England

13.6    Independent Contractors The parties hereto are independent  contractors.
        Northern  Lights  will not be  entitled  to any  compensation  except as
        provided in the Agreement.  Each party shall be responsible  for payment
        of  its  employees'  compensation,   disability  benefits,  unemployment
        insurance, and for withholding income taxes and social security. Neither
        party shall be entitled  to receive any  benefits  provided by the other
        party to such party's  employees.  Neither  Gizmondo nor Northern Lights
        shall be deemed to be partners or agents of the other In addition to the
        parties other  indemnification  obligations set forth herein, each party
        agrees to indemnify and hold the other and its  directors,  officers and
        employees   harmless  from  and  against  any  claims,   liabilities  or
        obligations  asserted  against any of them for not withholding  taxes or
        making unemployment and worker compensation  payments and the like, as a
        result   of   such   party's   independent   contractor   status.   Such
        indemnification  shall  include  any  penalties  and  interest  assessed
        thereon as well as the payment of reasonable attorneys' fees.

13.7    Governing  Law  2nd  Venue,   This  Agreement  shall  be  construed  and
        controlled  by  English  law and the  parties  shall be  subject  to the
        non-exclusive  jurisdiction of the English Courts. In any action or suit
        to enforce any right or remedy under this  Agreement or to interpret any
        provision of this Agreement,  the prevailing  party shall be entitled to
        recover its reasonable attorney's fees, costs and other expenses.

13.8    Headings and Presumptions. The headings of the sections and sub-sections
        of this Agreement are provided for convenience only and will not be used
        to limit or construe the contents of this Agreement As this Agreement is
        a negotiated  agreement reviewed by each party's legal counsel and there
        will be no  presumption  for or against one party on the ground that the
        other party was  responsible for preparing this Agreement or any part of
        it.

13.9    Counterparts.  This Agreement may be executed in  counterparts,  each of
        which will be deemed an original  Agreement  for all  purposes and which
        collectively will constitute one and the same Agreement.

13.10   Remedies.  Unless  expressly set forth to the contrary,  either  party's
        election of any  remedies  provided  for in this  Agreement  will not be
        exclusive of any other remedies available  hereunder or otherwise at law
        or in equity.

13.11   Complete  Agreement,  Waiver,  and  Modification  This Agreement and the
        Schedule   attached  hereto   constitutes  the  complete  and  exclusive
        understanding  between the parties  with  respect to the subject  matter
        hereof,  superseding  all prior  negotiations,  preliminary  agreements,
        correspondence,  proposals or  understandings  both written or oral.  No
        waiver  or  modification  of any  provision  of this  Agreement  will be
        binding unless it is in writing and signed by authorized representatives
        of each of the parties.  No waiver of a breach  hereof will be deemed to
        constitute  a waiver  of a  further  breach,  whether  of a  similar  or
        dissimilar nature.


                                       17
<PAGE>


ACCEPTED AND AGREED TO:

FOR AND ON BEHALF OF                          FOR AND ON BEHALF OF
GIZMONDO EUROPE                               NORTHERN LIGHTS



By: _________________________                 By: _________________________

Its__________________________                 Its__________________________

Date:________________________                 Date:________________________













                                       18
<PAGE>

                                   EXHIBIT A
                                   ---------

                              GAME EXHIBIT FORMAT
                              -------------------

Game Title and Version:                         Colors/city

Developer:                                      Gizmondo or other approved third
                                                party developer

Product:                                        Gizmondo 2020

Platform:                                       Gizmondo 2020

U K Release Date:                               October 2004

U S Release Date:                               April 2005

Projected Sales Figures:                        Five million

Countries of Licensed Mark Registration:        USA, Europe (under application)

Rights Restrictions:                            Exclusive to Gizmondo

Third Party Approvals:                          Northern Lights

Content provided Gizmondo:                      Publishing rights

Licensed Marks:                                 TBD

Game Title Presentation:                        Colors/city

Studio Logo:                                    Northern Lights Software Ltd

Northern Lights Attributions:                   Title and logo

Third Party Credit Obligations:                 Jenson Button by agreement
                                                between Gizmondo and Jenson
                                                Button.
                                                Assigned developer

Development Schedule:                           End of second quarter 2005






                                       19
<PAGE>

                                    EXHIBIT B
                                    ---------

                                QUALITY STANDARDS
                                -----------------


(1)     The  Product  shall  appear,  operate  and  perform  in all  substantial
        respects  consistent  with the final design  specifications  approved by
        Northern Lights for the Product.

(2)     The Product shall be of similar quality and playability to that of other
        games published by Gizmondo on the same platform.

(3)     The  Product  shall  qualify for an ESRB  rating or  equivalent  content
        rating no more restrictive than the rating designated for the Game.

(4)     In developing the Product, Gizmondo shall ensure that the Product runs
        on and is fully compatible with the latest version of the applicable
        Platform, and Gizmondo shall comply with Northern Lights logo
        certification requirements for applications through the Designed for
        Windows for WinCe net logo programs.












                                       20
<PAGE>

                                    EXHIBIT C
                                    ---------

                             BRANDING SPECIFICATIONS
                             -----------------------

Branding Specifications:

1.      Gizmondo  may  use  the  Licensed  Marks  only  on  Product   packaging,
        documentation  and marketing  materials in accordance with the Agreement
        and specifications below.

2.      Gizmondo may use the Licensed Marks in the manner set forth on each game
        exhibit  showing the  specific  artwork  used in relation to that title.
        Artwork for each title is listed  under "Game  Title  Presentation"  and
        artwork for the Studio is listed under "Studio Logo."

3.      Gizmondo's  name;  logo or trademark must appear on any materials  where
        the Licensed Marks are used and must clearly  identify the source of the
        Products as Gizmondo.

4.      Licensed  Marks may not be used in any manner  that  expresses  or might
        imply   Northern   Lights   affiliation,    sponsorship,    endorsement,
        certification, or approval, other than as contemplated by the Agreement.

5.      Except as expressly licensed in the Agreement, Licensed Marks may not be
        included in any non-Northern Lights trade or business name, domain name,
        product or service  name,  logo,  trade dress design,  slogan,  or other
        trademarks.

6.      The Licensed Marks may not be combined with any other symbols  including
        words, logos, icons, graphics photos,  slogans,  numbers or other design
        elements.

7.      Gizmondo  shall mark the first and most  prominent  use of the  Licensed
        Marks in the  Product,  including on packaging  and in  advertising  and
        marketing  materials,  with the trademark  symbols  provided by Northern
        Lights on each Game Exhibit or other appropriate trademark  designations
        set forth from time to time by Northern Lights.

8.      All  published   material  in  relation  to  Northern   Lights  branding
        specification  is to be  approved  and  countersigned  by an  officer of
        Northern Lights Software Ltd.







                                       21
<PAGE>

                                    EXHIBIT D
                                    ---------

                   FINANCIAL REPORTING AND CONTACT INFORMATION
                   -------------------------------------------


        Gizmondo Information                     Northern Lights Information
--------------------------------------------------------------------------------
 Name:                                        Name:
 Gizmondo Ltd.                                Northern Lights
--------------------------------------------------------------------------------
 Street Address and/or post office box:       Street Address and/or post office
 1 Meadow Gate Avenue, Farnborough            box 6 Albermarle Street
 Business Park
--------------------------------------------------------------------------------
 City and State / Province:                   City and State 1 Province:
 Farnborough Hants                            London
--------------------------------------------------------------------------------
 Country and Postal Code:                     Postal Code:
 GU14 6FG, England                            W15 4HG, England
--------------------------------------------------------------------------------
 Accounting Contact Name and title:           Attention:
 Ali Khan                                     Benny Karlsson
 Finance Director
--------------------------------------------------------------------------------
 Phone Number:                                Phone Number:
 01252 557 100                                0207 6299870
--------------------------------------------------------------------------------
 Fax Number:                                  Fax Number:
 01252 557 101                                0207 629 3022
--------------------------------------------------------------------------------
 E-Mail Address                               E-Mail Address (if applicable):
 all khan@tigertelematics.com                 mrbennykarisson@swipnet.se

--------------------------------------------------------------------------------
 Contact address                              With a Copy of the Notice To:

 Gizmondo Europe Ltd                          Tiger Telematics Inc.
 1 Meadow Gate Avenue
 Farnborough Business
 Farnborough
 Hants
 GU14 6FG
--------------------------------------------------------------------------------

Gizmondo shall remit payment to the following account (or such other account(s)
as Northern Lights may specify)


Bank details:

Account no 31361104
Sort code  40-D5-50
Bank:      HSBC
Address:   1 St James Street, London




                                       22
<PAGE>

                                    EXHIBIT E
                                    ---------

                              GIZMONDO'S AFFILIATES
                              ---------------------


1. Tiger Telematics Inc.
2. Indie Stuidios
3. Warthog Games Ltd.
4. Any assigned developer approved by both parties

















                                       23
<PAGE>

                                   SCHEDULE F
                                   ----------

                              GAME COMPLETION DATES
                              ---------------------

                                PUBLISHING RIGHTS
                                -----------------


Colors/City 1st quarter 2005

















                                       24