**Exhibit 4(1)**

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ALL SECTIONS MARKED WITH ASTERISKS REFLECT PORTIONS    WHICH HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE    COMMISSION BY EIDOS PLC AS PART OF A REQUEST FOR CONFIDENTIAL TREATMENT. 

**LICENSED PUBLISHER AGREEMENT**

**LICENSED PUBLISHER AGREEMENT,**enteredinto as of March 8, 1999 (the "Agreement" or "LPA"), by and between SONY COMPUTER ENTERTAINMENT AMERICA, a division of Sony Computer Entertainment America Inc. , with offices at 919 E.  Hillsdale Boulevard, Foster City, CA 94404 (hereinafter "SCEA"), and EIDOS INTERACTIVE with offices at 651 Brannan Street, San Francisco, CA 94107 (hereinafter "Publisher"). 

**WHEREAS,**SCEA and/or affiliated companies have developed a CD-based interactive console for playing video games and for other entertainment purposes known as the PlayStation® game    console (hereinafter referred to as the "Player") and also own    or have the right to grant licenses to certain intellectual property rightsused in connection with the Player. 

**WHEREAS,**Publisher has previously    entered into a License Agreement, dated March 8, 1995 ("Original License Agreement")    with SCEA, which granted Publisher a non-exclusive license to develop and    distribute Licensed Products (as defined below) pursuant to the terms andconditions set forth**in such Original License Agreement, and such Original License Agreement will expire four (4) years after the date of such Original License Agreement. 

**WHEREAS,**Publisher desires    to replace its non-exclusive license to publish, have manufactured, market,distribute and sell Licensed Products as set forth**in the Original License Agreement with the licenses set forth in this Agreement. 

**WHEREAS,**SCEA is willing,    on the terms and subject to the conditions of this Agreement, to renew Publisher's    non-exclusive license to publish, have manufactured, market, distribute    and sell Licensed Products in accordance with the terms and conditions ofthis Agreement. 

**NOW, THEREFORE,**in consideration of the representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Publisher and SCEA hereby agree as follows:

**1.  Definition of Terms.**

     **1.1** "Advertising Materials" means    any advertising, marketing, merchandising, promotional, public relations    (including press releases) and display materials relating to or concerning    the Licensed Products, or any other advertising, merchandising, promotional,    public relations (including press releases) and display materials depictingany of the Licensed Trademarks. 

     **1.2** "Affiliate of SCEA" means,    as applicable, either Sony Computer Entertainment Inc.  in Japan, Sony Computer    Entertainment Europe in the United Kingdom or such other Sony Computer Entertainment    entity as may be established by Sony Computer Entertainment Inc.  from timeto time. 

     **1.3** "CD Magazine" means    a magazine in PlayStation Disc format to be produced by SCEA, which incorporates    first and third party Product Information, in addition to hints and tips,    interviews and other SCEA and Player-related information, and which will    be sold to subscribers and other consumers or used for other promotionalpurposes of SCEA. 

     **1.4** "Consumer Promotional Disc Program" shallhave the meaning set forth in Section 1.36 hereto. 

     **1.5** "Designated Manufacturing Facility" means    a manufacturing facility which is designated by SCEA in its sole discretion    to manufacture Licensed Products and/or component parts for the Player, which    may include manufacturing facilities owned and operated by affiliated companiesof SCEA. 

     **1.6** "Development Tools" means    the development tools leased and licensed by SCEA to a Licensed Developer    pursuant to a Licensed Developer Agreement for use in the development ofExecutable Software. 

     **1.7** "Executable Software" means    Publisher's object code software which includes Licensed Developer Software    and any software (whether in object code or source code form) provided directly    or indirectly by SCEA or an Affiliate of SCEA which is intended to be combined    with Licensed Developer Software for execution on the Player and has theability to communicate with the software resident in the Player. 

     **1.8** "Generic Line" shallhave the meaning set forth in Section 8. 3 hereto. 

     **1.9** "Guidelines" shall    mean SCEA's Guidelines with respect to its Intellectual Property Rights,    which may be set forth in the SourceBook or in other documentation providedby SCEA to Publisher. 

     **1.10** "Hit Title Rebate" shallhave the meaning set forth in Exhibit A, Section C hereto. 

     **1.11** "Intellectual Property Rights" means,    by way of example but not by way of limitation, all current and future worldwide    patents and other patent rights, copyrights, trademarks, service marks, trade    names, trade dress, mask work rights, trade secret rights, technical information,    know-how, and the equivalents of the foregoing under the laws of any jurisdiction,    and all other proprietary or intellectual property rights throughout the    universe, including without limitation all applications and registrationswith respect thereto, and all renewals and extensions thereof. 

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     **1.12** "Legal Copy" means      any legal or contractual information required to be used in connection      with a Licensed Product or Product Information, including but not limited      to copyright and trademark attributions, contractual credits and developer      or distribution credits. 

     **1.13** "Licensed Developer" means      any developer which is licensed by SCEA or an Affiliate of SCEA to develop      Licensed Products pursuant to a valid and then current Licensed Developer      Agreement. 

     **1.14** "Licensed Developer Agreement" or "LDA" means      a valid and current agreement or renewal thereof between a Licensed Developer      and SCEA, or an equivalent such agreement between a Licensed Developer      and an Affiliate of SCEA (e. g. , the LDA with SCEE). 

     **1.15** "Licensed Developer Software" means      Licensed Developer's application source code and data (including audio      and video material) developed by a Licensed Developer in accordance with      its LDA, which, either by itself or combined with other Licensed Developer      Software, when integrated with any software (whether in object code or      source code form) provided by SCEA or an Affiliate of SCEA, creates Executable      Software. 

     **1.16** "Licensed Products" means      the Executable Software (which may be combined with Executable Software      of two or more Licensed Developers) which has been approved by SCEA in      accordance with the terms and conditions of this Agreement, and which is      embodied on CD-ROM media in the form of PlayStation Discs. 

     **1.17** "Licensed Publisher" means      any publisher which is licensed by SCEA to publish, have manufactured,      market, distribute and sell Licensed Products pursuant to a valid and then      current Licensed Publisher Agreement. 

     **1.18** "Licensed Publisher Agreement" or "LPA" means      a valid and current agreement or renewal thereof between a Licensed Publisher      and SCEA. 

     **1.19** "Licensed Territory" means      the United States (including its possessions and territories) and Canada,      as may be modified and/or supplemented by SCEA from time to time pursuant      to Section 4.4 below. 

     **1.20** "Licensed Trademarks" means the trademarks, service marks, trade dress and logos designated by SCEA in the SourceBook or other documentation provided by SCEA to Publisher as being licensed to Publisher.  Nothing contained in this Agreement shall in any way grant Publisher the right to use the trademark "Sony" in      any manner as a trademark, trade name, service mark or logo.  SCEA may amend      such Licensed Trademarks from time to time in the SourceBook or other documentation      provided by SCEA to Publisher or upon written notice to Publisher. 

     **1.21** "Manufacturing Specifications" means      specifications setting forth terms relating to the manufacturing and assembly      of Licensed Products, Packaging, Printed Materials and their component parts, which shall be set forth in the SourceBook or other documentation provided by SCEA to Publisher. 

     **1.22** "Master Disc" means a gold CD-ROM disc in the form requested by SCEA containing the final pre-production      Executable Software for a Licensed Product, which has been approved by      SCEA pursuant to Section 5. 4 and meets the Manufacturing Specifications. 

     **1.23** "Official Magazine Demo" means a demo disc in PlayStation Disc format, to be produced by SCEA, containing first and third party Product Information, which will be "packed-in" to      any official PlayStation magazine of SCEA or used for other promotional      purposes of SCEA. 

     **1.24** "Packaging" means,      with respect to each Licensed Product, the carton, containers, packaging,      edge labels and other proprietary labels, trade dress and wrapping materials,      including any jewel case (or other container) or parts thereof (including      any portion of the jewel case containing Licensed Trademarks), but excluding      Printed Materials and PlayStation Discs. 

     **1.25** "Pack-in      Sampler Disc" means a demo disc in PlayStation Disc format to be produced      by SCEA, containing first and third party Product Information, which will      be "packed-in" to      the Player hardware box or used for other promotional purposes of SCEA. 

     **1.26** "PlayStation Discs" means      the distinctive black PlayStation interactive software CD-ROM discs compatible      with the Player which are manufactured on behalf of Publisher which contain      the Licensed Product or SCEA Demo Discs. 

     **1.27** "Printed Materials" means      all artwork and mechanicals set forth on the CD label of the PlayStation      Disc relating to the Licensed Product and on or inside the jewel case (or      other container) and/or if applicable, on or inside the box (or other)      Packaging for the Licensed Product, and all instructional manuals, liners,      inserts, trade dress and other user information and/or materials to be      inserted into the jewel case and/or other Packaging. 

     **1.28** "Product      Information" means either (i) object code of a Licensed Product representing      a playable portion of such Licensed Product ("Demo");      or (ii) a representative video sample of the Licensed Product; or (iii)      other Licensed Product related information, including but not limited to      hints and tips, artwork, depictions of Licensed Product cover art, videotaped      interviews, etc.  With respect to Product Information provided in Demo form,      the Demo delivered shall not consist of a complete game and shall be, at      a minimum, an amount sufficient to demonstrate the game's core features      and value, without providing too much game play so as to give the consumer      a disincentive to purchase the complete Licensed Product, and such Demo      shall also include any required Legal Copy on the title screen. 

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     **1.29** "Purchase Order" means            a written purchase order processed in accordance with SCEA's instructions            provided in this Agreement or provided separately by SCEA to Publisher. 

     **1.30**"Retail Sampler Disc" means      a demo disc in PlayStation Disc format to be produced by SCEA, which contains      first and third party Product Information, which will be sold at retailor used for other promotional purposes of SCEA. 

     **1.31** "SCEA Demo Disc" means      the SCEA developed and marketed demo discs, including the CD Magazine,      Official Magazine Demo, Pack-in Sampler Disc, Retail Sampler Disc, and      any other first party demo disc created by SCEA subsequent to the date      of this Agreement in which SCEA invites Licensed Publishers to participate.      Unless otherwise agreed in a separate agreement with Publisher, SCEA shall      not charge any fees or royalties to Publisher for inclusion in SCEA Demo      Discs. 

     **1.32** "SCEA Established Third Party Demo Disc Programs" shall      have the meaning set forth in Section 1.36 hereto. 

    ** 1.33** "SCEA Product Code" shall      mean the product identification number assigned to each Licensed Product,      which shall consist of separate product identification numbers for multiple      disc sets (i. e. , SLUS-xxxxx).  This SCEA Product Code is used on the Packaging      and PlayStation Disc relating to each Licensed Product, as well as on most      communications between SCEA and Publisher as a mode of identifying the      Licensed Product other than by title. 

    ** 1.34** "Sony Materials" means      any hardware, data, object code, source code, documentation (or any part(s)      of any of the foregoing), including without limitation any portion or portions      of the Development Tools, which are provided or supplied by SCEA or an      Affiliate of SCEA to Publisher or any Licensed Developer and/or other Licensed      Publisher. 

     **1.35** "SourceBook" means      the SourceBook (or any other reference guide containing information similar      to the SourceBook but designated with a different name) prepared by SCEA,      which is provided separately to Publisher.  The SourceBook is designed to      serve as the first point of reference by Publisher in every phase of the      development, approval, manufacture and marketing of Licensed Products. 

     **1.36** "Third Party Demo Disc" means any demo disc in PlayStation Disc format which contains Product Information and which SCEA has granted Publisher permission to produce or which complies with the terms of an SCEA Established Third Party Demo Disc Program.  For purposes of this Agreement, "SCEA Established Third Party Demo Disc Programs" shall    include (i) the Consumer Promotional Disc Program, whereby Publisher produces    a sample disc, for promotional use only and not for resale, to promote Licensed    Products to consumers by creating a sampler containing product Information    from multiple Licensed Products or Product Information from a single Licensed    Product; (ii) the Trade Promotional Disc Program, whereby Publisher produces    a sample disc incorporating a beta version of Publisher's Licensed Products    which have been concept approved by SCEA, for promotional use only and not    for resale, to promote its Licensed Products to retailers, journalists and/or    trade partners prior to release of such Licensed Products and (iii) any other    third party demo disc program established by SCEA for Licensed Publishers    in the future. 

    ** 1.37** "Trade Promotional Disc Program" shall      have the meaning set forth in Section 1.36 hereto. 

     **1.38** "Unit" means      a copy of each individual Licensed Product game title regardless of the      number of PIayStation Discs constituting such Licensed Product game title. 

**2.    License Grant.**

SCEA hereby grants to Publisher,    and Publisher hereby accepts, for the term of this Agreement, within the    Licensed Territory, under Intellectual Property Rights owned or licensed    by SCEA, a non-exclusive, non-transferable license, without the right to    sublicense (except as specifically provided herein), to publish Licensed    Products, which right to publish shall be limited to the following rights    and other rights set forth in this LPA: (i) to enter into agreements with    Licensed Developers and other third parties pursuant to Sections 3 and 17.5    hereto to develop Licensed Products which have been approved by SCEA in accordance    with the terms of this LPA; (ii) to have such Licensed Products manufactured    in accordance with the terms of this LPA; (iii) to market, distribute and    sell such Licensed Products and to authorize others to do so in accordance    with the terms of this LPA; (iv) to use the Licensed Trademarks strictly    and only in connection with the marketing, packaging, advertising and promotion    of the Licensed Products, and subject to SCEA's right of approval as provided    herein; (v) to sublicense to end users the right to use the Licensed Products    for noncommercial purposes only and not for public performance; and (vi)    from time to time to participate by invitation of SCEA in the "Third    Party Greatest Hits" program on terms and conditions to be determined    and published by SCEA and separately agreed with Publisher. 

**3.    Developmentof Licensed Products.**

This LPA grants Publisher the right    to publish, have manufactured, market, distribute and sell Licensed Products,    and does not authorize Publisher to develop Licensed Products or to lease    or license Development Tools from SCEA to assist in such development. In    order for Publisher to have Licensed Products developed for the Player or    to lease or license Development Tools from SCEA to assist in such development,    it must either (i) enter into a Licensed Developer Agreement directly with    SCEA or with an Affiliate of SCEA; or (ii) enter into an

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agreement with a Licensed Developer for the development of Licensed Products.  Publisher may also publish, have manufactured, market, distribute and/or sell Licensed Products for a Licensed Developer or another Licensed Publisher pursuant to the terms of this Agreement.  Publisher shall notify SCEA in writing of the identity of any third party or Licensed Developer with whom it has contracted to develop, publish, have manufactured, market, distribute and/or sell Licensed Products within thirty (30) days of entering into an agreement or other arrangement with the third party.  Publisher shall have the responsibility for determining that any developers or other third parties meet the criteria set forthherein.  It shall be considered a material breach of this LPA for Publisher to provide Development Tools or other Sony Materials to an unlicensed developer or other third party. 

**4.    Limitationson Licenses; Reservation of Rights.**

     **4.1   Reverse Engineering Prohibited.**Publisher****hereby agrees not to directly or indirectly disassemble, decrypt, electronically scan, peel semiconductor components, decompile, or otherwise reverse engineer in any manner or attempt to reverse engineer or derive source code from, all or any portion of the Sony Materials (whether or not all or any portion of the Sony Materials are integrated with Licensed Developer Software), or permit or encourage any third party to do so.  Publisher shall not use, modify, reproduce, sublicense, distribute, create derivative works from, or otherwise provide to third parties, the Sony Materials, in whole or in part, other than as expresslypermitted by this Agreement.  Publisher shall be required in all cases to pay royalties in accordance with Section 9 hereto to SCEA on any of Publisher's products utilizing Sony Materials.  The burden of proof under this Section shall be on Publisher, and SCEA reserves the right to require Publisher to furnish evidence satisfactory to SCEA that this Section has been complied with. 

     **4.2   Reservation          of SCEA's Rights.** The licenses granted          in this Agreement from SCEA to Publisher extend only to publishing,          manufacturing, marketing, distribution and sale of Licensed Products          for use on the Player, in such format as may be designated by SCEA.          Without limiting the generality of the foregoing and except as otherwise          provided herein, Publisher shall not have the right to distribute or          transmit the Executable Software or the Licensed Products (to the extent          each includes Sony Materials) via electronic means or any other means          now known or hereafter devised, including without limitation, via wireless,          cable, fiber optic means, telephone lines, microwave and/or radio waves,          or over a network of interconnected computers or other devices.  This          Agreement does not grant any right or license, under any Intellectual          Property Rights of SCEA or otherwise, except as expressly provided          herein, and no other right or license is to be implied by or inferred          from any provision of this Agreement or the conduct of the parties          hereunder.  Publisher shall not make use of any of the Sony Materials          and/or any Intellectual Property Rights or Licensed Trademarks related          to the Sony Materials and/or Player (or any portion thereof) exceptas authorized by and in compliance with the provisions of this Agreement or as may be otherwise expressly authorized in writing by SCEA.  No right, license or privilege has been granted to Publisher hereunder concerning the development of any collateral product or other use or purpose of any kind whatsoever which displays or depicts any of the Licensed Trademarks.  The rights set forth in Section 2(v) hereto are limited to the right to sublicense such rights to end users for non-commercial use; any public performance relating to the Licensed Product or the Player is prohibited unless expressly authorized in writing by SCEA. 

     **4.3   Reservation of Publisher's Rights.** Separate and apart from Sony Materials licensed to Publisher hereunder, Publisher (or a Licensed Developer, as determined between Publisher and such Licensed Developer) retains all rights, title and interest in and to the Licensed Developer Software, including without limitation, Publisher's (or Licensed Developer's) Intellectual Property Rights therein, as well as all of Publisher's (or Licensed Developer's) rights in any source code and other underlying material such as artwork and music related thereto, created by Publisher (or Licensed Developer) and contained therein, and nothing in this Agreement shall be construed torestrict the right of Publisher to develop, distribute or transmit products incorporating the Licensed Developer Software and such underlying material (separate and apart from the Sony Materials) for any hardware platform or service other than the Player or from using the Printed Materials or any Advertising Materials approved by SCEA as provided herein (provided that such Printed Materials and/or Advertising Materials do not, contain any Licensed Trademarks) as Publisher determines for such other platforms. 

     **4.4   Additions to and Deletions From LicensedTerritory.** SCEA may, from time to time, add one or more countries to the Licensed Territory by providing written notice of such addition to Publisher.  SCEA shall also have the right to delete, and intends to delete any country or countries from the Licensed Territory if, in SCEA's reasonable judgment, the laws or enforcement of such laws in such country or countries do not protect SCEA's Intellectual Property Rights.  In the event a country is deleted from the Licensed Territory, SCEA shall deliver to Publisher a notice stating the number of days within which Publisher shall cease exercising such licenses in thedeleted country or countries.  Publisher agrees to cease exercising such licenses, directly or through subcontractors, in such deleted country or countries, by the end of the period stated in such notice. 

**5.    Quality Standardsfor the Licensed Products.**

     **5.1   Quality Assurance Generally.** The Licensed Products, including, without limitation, the contents and title of each of the Licensed Products, and/or Publisher's use of any of the Licensed Trademarks, shall be subject to SCEA's prior written approval, which shall not be unreasonably withheld or delayed and which shall be within SCEA's sole discretion as to acceptable standards of

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quality.  SCEA shall have the right at any stage of the development of the Licensed Product to review such Licensed Product to ensure that it meets SCEA's quality assurance standards.  Publisher agrees that all Licensed Products will be designed (if an original title for the Player) or modified (if a pre-existing title) to substantially utilize the particular capabilities of the Sony Materials and the Player, including but not limited to utilizing the software libraries and graphics capabilities of the Player. 

**5.2 Product Proposals.**

     **5.2.1 SubmissionofProductProposal.** Before      Publisher contracts with a Licensed Developer for the creation of Licensed      Developer Software (or, if Publisher is also a Licensed Developer, before      Publisher commences programming of the Licensed Developer Software) for      each of the Licensed Products, Publisher shall submit to SCEA, for SCEA's      written approval or disapproval (which shall not be unreasonably withheld      or delayed), a written proposal (the "Product Proposal") in accordance      with the procedures specified in the SourceBook.  Such Product Proposal      must consist of a complete description of the proposed Licensed Product      and such other information specified in the SourceBook, including but      not limited to the scheduled and/or anticipated delivery date of final      Executable Software, as well as any additional information that SCEA may      deem to be useful in evaluating the proposed Licensed Product, which may      include samples of past work. 

     **5.2.2 Approval          of Product Proposal.** After      SCEA's review of Publisher's Product Proposal, Publisher will receive written      notice of the following possible statuses: (i) Approved; (ii) Conditional      Approval; (iii) Re-submission Requested; or (iv) Not Approved.  Such      statuses shall have the meaning ascribed to them in the SourceBook, and      may be changed from time to time by SCEA in subsequent versions of the      SourceBook.  Any requested re-submissions shall be made at Publisher's      cost.  If a Product Proposal is "Not Approved", then Publisher      cannot resubmit such Product Proposal without significant, substantive      revisions, In addition, if a Product Proposal as submitted by any Licensed      Publisher or Licensed Developer is "Not Approved" by SCEA, it      cannot be re-submittedby another Licensed Publisher or Licensed Developer without significant, substantiverevisions.  Publisher shall notify SCEA promptly in writing in the event of anymaterial proposed change in any portion of the Product Proposal.  SCEA's approvalof a Product Proposal shall not obligate Publisher to continue with developmentor production of the proposed Licensed Product, provided that Publisher mustimmediately notify SCEA in writing if it discontinues, cancels or otherwise delayspast the original scheduled delivery date the development of any proposed LicensedProduct.  If Publisher licenses a Licensed Product from a Licensed Developer,it shall immediately notify SCEA of such license, and SCEA will inform Publisheras to the status of the Product Proposal and Review Process for such LicensedProduct and this Agreement shall govern the approval process of such LicensedProduct after any such notification.  SCEA shall have no obligation to approveany Product Proposal submitted by Publisher, and any development conducted byor at the direction of Publisher shall be at Publisher's own risk. Nothing hereinshall restrict SCEA from commercially exploiting any coincidentally similar concept(s)and/or product(s) which have been independently developed by SCEA, an Affiliateof SCEA or any third party without reference to or reliance upon Publisher'swork. 

     **5.3 Review          of Work-in-Progress.** SCEA has the          right pursuant to this Agreement to require Publisher to submit to          SCEA work-in-progress      on the Licensed Product at certain intervals throughout the development      of such Licensed Product and, upon written notice to Publisher, at any      time during the development process.  Upon receipt by Publisher of "Approved" or "Conditional      Approval" status of the Licensed Product, Publisher must, within the      time frame indicated in the approval letter, communicate with SCEA and      mutually agree on a framework for the review of such Licensed Product throughout      the development process ("Review Process").  Oncethe Review Process has begun, Publisher shall be responsible for submitting work-in-progressto SCEA in accordance with such Review Process.  **Failure to submit work-in-progressin accordance with any stage of the Review Process may at SCEA's discretion,result in revocation of approval of such Licensed Product.** SCEA shall havethe right to approve, reject or require additional information with respect toeachstage of the Review Process, which shall not be unreasonably withheld or delayedby SCEA.  SCEA shall specify in writing the reasons for any such rejection orrequest for additional information and shall state what corrections and/or improvementsare necessary.  If any stage of the Review Process is not provided to SCEA or,after a reasonable cure period agreed to between SCEA and Publisher, is not successfullymet, SCEA shall have the right to revoke the approval of Publisher's ProductProposal.  No approval by SCEA of any particular stage of the Review Processshall be deemed an approval of any other stage, nor shall any such approval bedeemedto constitute a waiver of any approval requirement with respect to any otherstage or any of SCEA's rights under this Agreement.  **Licensed Products whichare canceled by Publisher or are late in meeting the Final Executable Softwarestageofthe Review Process by more than [ * ] (without agreeing with SCEAon a modified Final Executable Software delivery date) are subject to re-submissionof Product Proposal, inwhich event SCEA may re-approve or disapprovesuch Product Proposal.** The "Approved" or "Conditional Approval" statusof the Product Proposal shall not be construed by Publisher as full approvalof all elements of such Licensed Product, or as a commitment by SCEA to grantfinal approval to the Licensed Product.  Failure to make changes required bySCEAto the Licensed Product at any stage of the Review Process, or making materialchanges to the Licensed Product without SCEA's approval may, in addition to theprovisions set forth in this Section, subject Publisher to the termination provisionsset forth in Section 15.3 hereto. 

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     **5. 4 Approval of Executable Software.** Publisher shall, on or before the date specified in the Product Proposal or as determined by SCEA pursuant to the Review Process, deliver to SCEA for its inspection and evaluation, a final version of the Executable Software for the proposed Licensed Product.  SCEA will evaluate such final version of the Executable Software and notify Publisher in writing of its approval or disapproval of such Executable Software, which shall not be unreasonably withheld or delayed.  If such Executable Software is disapproved, SCEA shall specify in writing the reasons for such disapproval and state whatcorrections and/or improvements are necessary.  After making the necessary corrections and/or improvements, Publisher may submit a new version of such Executable Software for approval or disapproval by SCEA.  No approval by SCEA of any element of the Executable Software shall be deemed an approval of any other element of the Licensed Product, nor shall any such approval be deemed to constitute a waiver of any of SCEA's rights under this Agreement.  SCEA shall have the right to disapprove Executable Software if it fails to comply with one or more conditions as set forth in the SourceBook with no obligation to review all elements of such version of Executable Software.  All final versions of Executable Software shall be submitted in the format prescribed bySCEA and shall include such number of gold master copies as SCEA may require from time to time.  Publisher warrants that all final versions of Executable Software are fully tested and shall use its best efforts to ensure that final versions of Executable Software are fully debugged prior to submission to SCEA.  In addition, prior to manufacture of Executable Software, Publisher shall be required to sign an affidavit (in the form of attached Exhibit B) stating that the Executable Software complies or will comply with standards set forth in the SourceBook or other documentation provided by SCEA to Publisher, Publisher approves the release of such Executable Software for manufacture in its current form and Publisher shall be fully responsible for any problems related to such ExecutableSoftware. 

     **5. 5 Publisher's          Additional Quality AssuranceObligations.** If          at any time or times subsequent to the approval of the Executable          Software pursuant to Section 5. 4, SCEA identifies          any material bugs (such materiality to be determined by SCEA in its          sole discretion) with respect to the Licensed Product or any material          bugs are brought to the attention of SCEA or in the event that SCEA          identifies any improper use of its Licensed Trademarks or other Sony          Materials with respect to the Licensed Product or any such improper          use is brought to the attention of SCEA, Publisher shall, at no cost          to SCEA, promptly correct any such material bugs, or improper Licensed          Trademark or Sony Material use, to SCEA's commercially reasonable satisfaction,          which may include, if necessary in SCEA's judgment, the recall and          re-release of such Licensed Product.  In the event any Units of any          of the Licensed Products create any reasonable risk of loss or damage          to any property or injury to any person, Publisher shall immediately          take effective steps, at Publisher's sole liability and expense, to          recall and/or to remove such defective Licensed Product from any affected          channels of distribution,provided, however, that if Publisher is not acting as the distributor and/orseller for the    Licensed Products, its obligation hereunder shall be to use its best efforts    to arrange removal of such Licensed Product from channels of distribution.    Publisher shall provide all end-user support for the Licensed Products    and SCEA expressly disclaims any obligation to provide end-user support onPublisher's Licensed Products. 

     **5. 6 Approval          of Printed Materials.** For      each proposed Licensed Product, Publisher shall be responsible, at Publisher's      expense, for creating and developing all Printed Materials.  All Printed      Materials shall comply with the Guidelines, which may be amended from time      to time, provided that Publisher shall, except as otherwise provided herein,      only be required to implement any such amended Guidelines in subsequent      orders of Printed Materials and shall not be required to recall or destroy      previously manufactured Printed Materials unless such Printed Materials      do not comply with the original requirements in the Guidelines or unless      explicitly required in writing by SCEA pursuant to a legal requirement      involving SCEA's Intellectual Property Rights.  Failure to follow the Guidelines      and/or to submit or resubmit Printed Materials to SCEA as set forth herein,      and in Section 7.1.3.1 hereto shall be a material breach of this Agreement      and the provisions of Section 15.3 shall apply.  No later than the time      final Executable Software for a proposed Licensed Product is submitted      to SCEA for inspection and evaluation, Publisher shall also deliver to      SCEA, for review and evaluation, the proposed final Printed Materials for      such proposed Licensed Product and a form of limited warranty for the proposed      Licensed Product.  Publisher acknowledges that failure to meet any scheduled      release dates for a Licensed Product are solely the risk and responsibility      of Publisher, andSCEA assumes no responsibility for Publisher failing to meet such scheduled release      dates due to disapproval of Printed Materials relating to such Licensed      Product.  Publisher agrees that the quality of such Printed Materials shall      be of the same quality as that associated with other commercially available      high quality consumer products.  If any of the Printed Materials are disapproved,      SCEA shall specify the reasons for such disapproval and state what corrections      are necessary.  SCEA shall have no liability to Publisher for costs incurred      or irrevocably committed to by Publisher for production of Packaging or      Printed Materials that is disapproved by SCEA.  After making the necessary      corrections to the disapproved Printed Materials, Publisher must submit      new proposed Printed Materials for approval by SCEA.  SCEA shall not unreasonably      withhold or delay its review of the proposed Printed Materials.  No approval      by SCEA of any element of the Printed Materials shall be deemed an approval      of any other element of the Licensed Product, nor shall any such approval      be deemed to constitute a waiver of any of SCEA's rights under this Agreement.      In addition, SCEA's approval of any element of Printed Materials shall      not release Publisher from any of its representations and warranties in      Section 10.2 hereunder. 

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     **5. 7 Approval          of Advertising Materials.** Pre-production            samples of all Advertising Materials relating to Licensed Products            shall be submitted by Publisher to SCEA, free of cost, for SCEA's            evaluation and approval, which shall not be unreasonably withheld            or delayed, as to the quality, style, appearance and usage of any            of the Licensed Trademarks, appropriate references of any required            notices and compliance with the Guidelines, prior to any actual production,            use or distribution of any such items by Publisher or on its behalf.            No such proposed Advertising Materials shall be produced, used or            distributed directly or indirectly by Publisher without first obtaining            the written approval of SCEA.  If any of the Advertising Materials            are disapproved, SCEA shall specify the reasons for such disapproval            and state what corrections are necessary.  SCEA may require Publisher            to immediately withdraw and reprint any Advertising Materials which            have been published but have not received the written approval of            SCEA.  SCEA shall have no liability to Publisher for costs incurred            or irrevocably committed to by Publisher for production of Advertising            Materials that are disapproved by SCEA.  For each Licensed Product,            Publisher shall be required to deliver to SCEA an affidavit (in the            form of attached Exhibit C) stating that all advertising and promotional            materials for the License Product complies or will comply with theGuidelines for use of the Licensed Trademarks.  After making the necessary corrections            to the disapproved Advertising Materials, Publisher must submit new            proposed Advertising Materials for approval by SCEA.  SCEA shall not            unreasonably withhold or delay its review of the proposed Advertising            Materials.  Failure to follow the Guidelines and/or to submit or resubmit            Advertising Materials to SCEA for review shall be a material breach            of this Agreement.  **Publishers who fall to submit Advertising Materials            to SCEA for review or otherwise broadcast or publish Advertising            Materials without the approval of SCEA shall be subject to the provisions            of the "Three Strikes" program as outlined            in the SourceBook which could result in termination of this LPA;            termination of the Licensed Product; or could subject Publisher to            the provisions of Section 15. 4 hereto.** Subject in each instance            to the prior written approval of SCEA (not to be unreasonably withheld),            Publisher may use such textual and/or pictorial advertising matter            (if any) as may be created by SCEA or in its behalf pertaining to            the Sony Materials and/or to the Licensed Trademarks on such promotional            and advertising materials as may, in Publisher's judgment, promote            the sale of the Licensed Products within the Licensed Territory.            Publisher shall include, at Publisher's cost and expense, the required            consumer advisory rating code(s) on any and all Advertising Materials            used in connection with the Licensed Product, which shall be procured            in accordance with the provisions of Section 6 below.  Publisher acknowledges            that failure to meet any scheduled release dates for Advertising            Materials is solely the risk and responsibility of Publisher, and            SCEA assumes no responsibility for Publisher failing to meet such            scheduled release dates due to approval requirements as set forth            in this Section.  No approval by SCEA of any element of the Advertising            Materials shall be deemed an approval of any other element of the            Licensed Product, nor shall any such approval be deemed            to constitute a waiver of any of SCEA's rights under this Agreement.            In addition, SCEA's approval of any element of Advertising Materials            shall not release Publisher from any of its representations and warrantiesin Section 10.2 hereunder. 

**6.****Labeling Requirements.**

All Printed Materials for each Unit of the Licensed Products shall have conspicuously, legibly and irremovably affixed thereto the notices specified in a template provided in the SourceBook or other documentation provided by SCEA to Publisher, which template may be amended from time to time by SCEA during the term of this Agreement, following which Publisher will incorporate such amendment into its next print run for the Licensed Products.  Publisher agrees that, if required by SCEA or any governmental entity, it shall submit each Licensed Product to a consumer advisory ratings system designated by SCEA and/or such governmental entity for the purpose of obtaining rating code(s) for each Licensed Product.  Any and all costs and expenses incurred inconnection with obtaining such rating code(s) shall be borne solely by Publisher.  Any required consumer advisory rating code(s) procured hereby shall be displayed on the Licensed Product and in the associated Printed Materials and Advertising Materials in accordance with the SourceBook or other documentation provided by SCEA to Publisher, at Publisher's cost and expense. 

**7.  Manufacture of the LicensedProducts.**

**7.1 Manufacture by SCEA.**

     **7.1.1 Appointment          of SCEA as Manufacturer.** Publisher      hereby appoints SCEA, and SCEA hereby accepts such appointment, as the      manufacturer of PlayStation Discs and, subject to Section 7.1.3 below,      the manufacturer and assembler of such PlayStation Discs with Printed Materials      and Packaging. Publisher acknowledges and agrees that it shall purchase      from SCEA or a Designated Manufacturing Facility [ * ] of its requirements      for PlayStation Discs, during the term of the Agreement. SCEA shall provide      to Publisher written Manufacturing Specifications, which may be amended      from time to time upon reasonable notice to Publisher. SCEA shall have      the right, but no obligation, to contract or subcontract any phase of production      or manufacture of any or all of the Licensed Products, the Packaging, the      Printed Materials or any part thereof, subject to Section 14 below. Any      Designated Manufacturing Facility shall be a third party beneficiary ofthis Agreement. 

     **7.1.2 Creation          of Master CD-ROM.** Following approval          by SCEA of each Licensed Product pursuant to Section 5. 4, Publisher          shall provide SCEA with the number of Master Discs specified in the          SourceBook or in any other documentation separately provided by SCEA          to Publisher.  SCEA or a Designated Manufacturing Facility shall create          from one of the Master Discs provided by Publisher the original master          CD-ROM, from which all

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other copies of the Licensed Product are to be replicated.  Publisher shall be responsible for the costs, as set forth in the Manufacturing Specifications, of creating such original master CD-ROM.  In order to insure against loss or damage to the copies of the Executable Software furnished to SCEA, Publisher will retain duplicates of all such Master Discs.  Neither SCEA nor a Designated Manufacturing Facility shall be liable for loss of or damage to any copies of the Master Discs or Executable Software. 

     **7.1.3 Printed          Materials, Packaging and Assembly Services.**

     **7.1.3.1 Printed          Materials.** If Publisher elects to          obtain Printed Materials from SCEA, Publisher shall deliver the film          for all SCEA approved Printed Materials to SCEA or, if appropriate,          at SCEA's option, to a Designated Manufacturing Facility in accordance          with the Manufacturing Specifications, at Publisher's sole risk and          expense.  Publisher may elect, subject to SCEA's approval as provided          in Section 5. 6 hereto and in this section, to be responsible for manufacturing          its own Printed Materials.  In the event that Publisher elects to be          responsible for manufacturing the Printed Materials (other than any          Artwork which may be placed directly upon the PlayStation Disc, which          will be supplied to SCEA for placement on the PlayStation Disc), Publisher          shall deliver [ * ] of          the number of Units of such Printed Materials to SCEA or at SCEA's          option to a Designated          Manufacturing Facility, within the time frame specified in the Manufacturing          Specifications, in the minimum order quantities set forth in Section          7.2.2 below, at Publisher's sole risk and expense.  Publisher shall          be required to supply SCEA with [          * ] samples of any Printed          Materials not produced or supplied by SCEA or a Designated Manufacturing          Facility prior to production, at no charge to SCEA or such Designated          Manufacturing Facility, for SCEA's approval with respect to the quality          thereof. [ * ] copies          ofsuch sample Printed Materials shall be supplied to SCEA and [* ] copies          shall be supplied to a Designated Manufacturing Facility.  In the event          that such Printed Materials for a Licensed Product are revised by Publisher          prior to a reorder of Units of Licensed Products, then Publisher must          submit an additional [ * ] samples          to SCEA and a Designated Manufacturing Facility for approval prior to production.  Such Printed          Materials shall be required to comply with any Manufacturing Specifications          established by SCEA for Printed Materials for Licensed Products, and          SCEA shall have the right to disapprove any Printed Materials that          do not comply with such Manufacturing Specifications.  Such Manufacturing          Specifications for Printed Materials shall be comparable to the manufacturingspecifications applied by SCEA to its own software products for the Player.  If          Publisher elects to supply its own Printed Materials, neither SCEA          nor a Designated Manufacturing Facility shall bear any responsibility          for any delays. 

     **7.1.3.2        Packaging.** Publisher      may either obtain Packaging from SCEA or from an alternate source.  If        Publisherelects to be responsible for manufacturing its ownPackaging (other than any edge labels or other proprietary labels and any portionof the jewel case containing    Licensed Trademarks, which Publisher will be required to purchase from SCEA    or a Designated Manufacturing Facility), Publisher shall assume all responsibility    for the creation of such Packaging, at Publisher's sole risk and expense.Publisher shall be responsible for encoding and printing edge labels provided    by SCEA or a Designated Manufacturing Facility with information reasonably    specified by SCEA from time to time and will apply such labels to each Unit    of the Licensed Product as reasonably specified by SCEA.  Publisher shall    be required to supply SCEA with [ * ] samples of any Packaging    not produced or supplied by SCEA or a Designated Manufacturing Facility,    at no charge to SCEA or Designated Manufacturing Facility, prior to production    for SCEA's approval with respect to the quality thereof.  [ * ] copies    of such sample Packaging shall be supplied to SCEA and [ * ] copies    shall be supplied to a Designated Manufacturing Facility.  In the event that    Packaging for any Licensed Product is changed in any way after SCEA and a    Designated Manufacturing Facility have already approved such Packaging, then    Publisher must resubmit an additional [ * ] samples to SCEA and    such Designated Manufacturing Facility for approval.  Failure to submit or    resubmit Packaging to SCEA and a Designated Manufacturing Facility shall    constitute a material breach of this Agreement, and the provisions of Section    15.3shall apply.  Such Packaging shall be required to comply with any Manufacturing    Specifications established by SCEA for Packaging for Licensed Products, and    SCEA shall have the right to disapprove any Packaging that does not comply    with such Manufacturing Specifications.  Such Manufacturing Specifications    for Packaging shall be comparable to the manufacturing specifications applied    by SCEA to its own software products for the Player.  If Publisher procures    Packaging from an alternate source, then it must also procure assembly services    from an alternate source; neither SCEA nor a Designated Manufacturing Facility    shall be required to assemble such Licensed Product if Packaging is obtained    from an alternate source.  If Publisher elects to supply its own Packaging    and assembly services, neither SCEA nor a Designated Manufacturing Facilityshall bear any responsibility for any delays. 

     **7.1.3.3 Assembly          Services.** Publisher may either procure          assembly services from SCEA or from an alternate source.  If Publisher          elects to be responsible for assembling the Licensed Products, then          SCEA shall ship the component parts of the Licensed Product to a destination          provided by Publisher, at Publisher's sole risk and expense.  Assembly          of Licensed Products shall be required to comply with any Manufacturing          Specifications established by SCEA for such assembly services, and          SCEA shall have the right to inspect any assembly facilities utilized          by Publisher in order to determine if the component parts of the Licensed          Products are being assembled in accordance with the Manufacturing Specifications.          SCEA shall have the right to require that Publisher recall any Licensed          Products that do not contain proprietary labels or other material component          parts or that otherwise fail to

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comply with the Manufacturing Specifications.  If Publisher elects to assemble its own Licensed Products, neither SCEA nor a Designated Manufacturing Facility shall bear any responsibility for any delays or missing component parts.  Failure to comply with Manufacturing Specifications regarding assembly services shall constitute a material breach of this Agreement, and the provisions of Section 15.3 shall apply. 

     **7.1.4 Manufacture of Units.** Upon approval, pursuant to Section 5 and subject to Section 7.1.3, of such pre-production samples of the Executable Software and the associated Printed Materials, Packaging and assembly services, SCEA or a Designated Manufacturing Facility will, in accordance with the terms and conditions set forth in this Section 7, and at Publisher's expense (a) manufacture PlayStation Discs for Publisher; (b) manufacture Publisher's Packaging and/or Printed Materials; and/or (c) assemble the PlayStation Discs with the Printed Materials and the Packaging. 

**7.2 Price, Payment and Term.**

     **7.2.1 Price.** The applicable price for manufacture of any Units of the Licensed Products ordered hereunder shall be provided to Publisher in the Manufacturing Specifications prior to manufacture of the Licensed Products.  Purchase price(s) shall be stated in United States dollars and are subject to change by SCEA at any time upon reasonable notice to Publisher; provided, however, that the applicable price shall not be changed with respect to any Units of Licensed Products which are the subject of an effective Purchase Order but which have not yet been delivered by SCEA to Publisher at the designated F. O. B.  point.  Prices for finished Units of Licensed Products areexclusive of any foreign or U. S.  federal, state, or local sales or value-added tax, use, excise, customs duties or other similar taxes or duties, which SCEA may be required to collect or pay as a consequence of the sale or delivery of any Units of the Licensed Products to Publisher.  Publisher shall be solely responsible for the payment or reimbursement of any such taxes, fees and other such charges or assessments applicable to the sale and/or purchase of any finished Units of any of the Licensed Products. 

     **7.2.2 Orders.** Publisher    shall issue to SCEA written Purchase Order(s) in accordance with the Manufacturing    Specifications. All Purchase Orders to SCEA shall reference this Agreement,    give a Publisher authorization number, specify quantities by Licensed Product,    state requested delivery date and all packaging information and be submitted    on or with an order form to be provided in the Manufacturing Specifications.    All Purchase Orders to SCEA shall be subject to acceptance by SCEA which    shall not be unreasonably withheld or delayed. Purchase Orders issued by    Publisher to SCEA for each of the Licensed Products approved by SCEA shall    be non-cancelable and be for at least [ * ] Units of such Licensed Product.    In the event that SCEA Or a Designated Manufacturing Facility manufactures    the Printed Materials for the Publisher pursuant to Section 7.1.3 above,    Publisher may, at Publisher's option, allow SCEA or such Designated Manufacturing    Facility to manufacture an additional [ * ] of such Printed Materials at    Publisher's expense in anticipation of reorders. Publisher agrees that such    Printed Materials    will be stored by a Designated Manufacturing Facility for a period of no    more than [ * ] days, after which time such Printed    Materials will, at Publisher's option, either be returned to Publisher at    Publisher's cost and expense or be destroyed. Such Designated Manufacturing    Facility may also store a reasonably quantity of Printed Materials procured    from an alternate source for up to [ * ] days, subject to a reasonable storage    fee, after which time such Printed Materials will, at Publisher's option,    either be returned to    Publisher at Publisher's cost and expense or be destroyed. Publisher shall    have no right to cancel or reschedule any Purchase Order (or any portion    thereof) for any of the Licensed Products unless the parties shall first    have determined the status of such Purchase Order in the manufacturing processand reached mutual agreement as to Publisher's financial liability with respect to any desired cancellation or rescheduling of any such Purchase Order (or any portion thereof). 

     **7.2.3 Payment          Terms.** Purchase Orders will be invoiced          on a pro forma basis (a pro forma invoice is issued in advance of the          official invoice) as soon as reasonably practical after receipt of          Purchase Order and will include both manufacturing price and royalties          payable pursuant to Section 9 hereto for each Unit of Licensed Products          ordered.  Each invoice will be payable either on a cash-in-advance basis          or pursuant to a letter of credit.  If the cash in advance option is          selected, then upon issuance of a pro forma invoice to Publisher by          SCEA, Publisher shall immediately forward to a Designated Manufacturing          Facility the invoice amount.  Such amount shall be payable in United          States dollars and remitted by wire transfer to such bank account as          shall be designated by SCEA or a Designated Manufacturing Facility          for such purpose.  Upon receipt of such amount by a Designated Manufacturing          Facility, SCEA shall release the Publisher's Purchase Order to a Designated          Manufacturing Facility for production.  If the letter of credit option          is selected, then at the time a Purchase Order is placed with SCEA,          Publisher shall provide to SCEA an irrevocable letter of credit in          favor of SCEA and payable at sight.  The letter of credit must either          be issued by a bank acceptable to SCEA or confirmed, at Publisher's          expense, if so requested by SCEA.  The letter of credit shall be in          United States dollars in an amount equal to the manufacturing price          determined pursuant toSection 7.2.1 and the royalty determined pursuant to Section 9 for each Unit          of the Licensed Product ordered.  All associated banking charges with          respect to payments of manufacturing costs and royalties (including          but not limited to the costs of obtaining a letter of credit) shall          be borne solely by Publisher.  If permitted by SCEA, SCEA may at its          sole discretion extend credit terms and limits to Publisher.  SCEA may          also at any time revoke such credit terms and limits as extended.  If          Publisher qualifies for such credit terms, then orders will be invoiced          upon

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shipment and each invoice will    be paid within thirty (30) days of the date of the invoice.  All overdue sums    owed or otherwise payable to SCEA under this Section 7 and under Section    9 hereto shall bear interest at the rate of one and one-half (1⁄2%)    percent per month, or such lower rate as may be the maximum rate permitted    under    applicable law, from the date upon which payment of the same shall first    become due up to and including the date of payment thereof whether before    or after judgment.  Publisher shall be additionally liable for all of SCEA's    costs and expenses of collection, including, without limitation, reasonable    fees for attorneys and court costs.  No deduction may be made from remittancesunless an approved credit memo has been issued by SCEA.  No claim for credit    due to shortage or breakage will be allowed unless it is made within [ *    ]    days after Publisher receives the Licensed Product, and SCEA assumes no responsibility    for shortage or breakage if Packaging and assembly services are obtained    from alternate sources.  Each shipment of Licensed Products to Publisher    shall constitute a separate sale to Publisher, whether said shipment be whole    or    partial fulfillment of any order.  Notwithstanding the foregoing, nothing    in this Section shall excuse or be construed as a waiver of Publisher's obligationto timely provide any and all payments owed to SCEA hereunder. 

     **7.3 Deliveryof Licensed Products.** Neither SCEA nor any Designated Manufacturing Facility shall have an obligation to store completed Units of Licensed Products.  Delivery of Licensed Products shall be in accordance with the Manufacturing Specifications, provided that Publisher may either specify the carrier to be used or allow SCEA or a Designated Manufacturing Facility to use the best way of getting the Licensed Products delivered.  Title, risk of loss or damage in transit to any and all Licensed Products or component parts thereof manufactured by SCEA pursuant to Publisher's Purchase Orders shall vest in Publisher immediately upon delivery to thecarrier. 

     **7.4 TechnologyExchangeandQualityAssurance.** There      will be no technology exchange between SCEA or any Designated Manufacturing      Facility and Publisher under this Agreement.  Due to the proprietary nature      of the mastering process, SCEA or a Designated Manufacturing Facility will      not under any circumstances release any original master CD-ROM, Master      Discs or other in-process materials to the Publisher.  All such physical      master discs, stampers, etc.  shall be and remain the sole property of SCEA      or a Designated Manufacturing Facility.  SCEA recognizes that the Intellectual      Property Rights contained in Licensed Developer Software (separate and      apart from any Sony Materials licensed to Publisher by SCEA hereunder)      which is contained in physical master discs, stampers and other in-process      materials is, as between SCEA and Publisher, the sole and exclusive property      of Publisher or its licensors. 

**8.****Marketing and Distribution.**

     **8.1 Marketing Generally.** In accordance with the provisions of this Agreement, at no expense to SCEA, Publisher shall, and shall direct its distributors to, diligently market, sell and distribute the Licensed Products, and shall use its commercially reasonable best efforts to stimulate demand for such Licensed Products in the Licensed Territory and to supply any resulting demand.  Publisher shall use its reasonable best efforts to protect the Licensed Products from and against illegal reproduction and/or copying by end users or by any other persons or entities.  Such methods of protection may include, without limitation, markings or insignia providing identification ofauthenticity and packaging seals. 

     **8.2 Samples.** Subject to availability, Publisher shall sell to SCEA quantities of the Licensed Products at as low a price and on terms as favorable as Publisher sells similar quantities of the Licensed Products to the general trade.  In addition, Publisher shall provide to SCEA at no additional cost, for SCEA's internal use and general marketing purposes, sample copies of each Licensed Product, which shall not exceed [      * ] Units of each Licensed Product.  Publisher      shall be obligated to pay the manufacturing costs to the Designated Manufacturing      Facility in accordance with Section 7.2.1, but not the royalty charges      in accordance with Section 9, in connection with such sample Units of Licensed      Products. In the event that Publisher assembles any Licensed Product using      an alternate source, Publisher shall be responsible for shipping such sample      Units to SCEA at Publisher's cost and expense. SCEA shall not directly      or indirectly resell any such sample Units of the Licensed Products withoutPublisher's prior written consent. 

     **8.3 Marketing          Programs of SCEA.** From      time to time, SCEA may invite Publisher to participate in promotional or      advertising opportunities which may feature one or more Licensed Products      from one or more Publishers.  Participation shall be voluntary and subject      to terms to be determined at the time of the opportunity.  In the event      Publisher elects to participate, all materials submitted by Publisher to      SCEA shall be submitted subject to Section 11.2 hereunder and delivery      to SCEA shall constitute acceptance by Publisher of the terms of the offer.           Moreover, all materials, if featured with one or more software products      of SCEA or Licensed Products of other Publishers, may be used by SCEA,      unless otherwise agreed in writing, with the following generic Legal Copy      line: "Game copyright and trademarks are the property of the respective      publisher or their licensors" ("Generic Line"). 

     **8.4 Demonstration          Disc Programs.** SCEA may, from time          to time, provide opportunities for Publisher to participate in SCEA          Demo Disc programs by providing Product Information to SCEA.  In addition,          SCEA may, from time to time, grant to Publisher the right to create          Third Party Demo Discs pursuant to SCEA Established Third Party Demo          Disc Programs.  The specifications with respect to the approval, creation,          manufacture, marketing, distribution and sale of any such demo disc          programs shall be set forth in the SourceBook or in other documentation          to be provided by SCEA to Publisher when published.  Except

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as          otherwise specifically set forth herein, in the SourceBook or in other          documentation provided by SCEA to Publisher, Third Party Demo Discs          shall be considered "Licensed Products" and shall be subject          in all respects to the terms and conditions of this Agreement.  In addition,          the following procedures shall also apply to SCEA Demo Discs and Third          Party Demo Discs:

**8.4.1 SCEA Demo Discs.**

**8.4.1.1 License.** If publisher wishes to participate in an SCEA Demo Disc program and provides Product Information to SCEA in connection thereto, Publisher shall thereby grant to SCEA a royalty-free license during the term of this Agreement in the Licensed Territory to manufacture, use, sell, distribute, market, advertise and otherwise promote Publisher's Product Information as part of such SCEA Demo Disc program.  In addition, Publisher shall grant SCEA the right to feature Publisher and Licensed Product names in advertisements and promotional materials (including but not limited to in-store displays) and to make, copy, and distribute in packaging, advertising and promotional materials, copies of screen displays generated by the code, representative video samples or other ProductInformation provided to SCEA for use in such SCEA Demo Disc.  Publisher agrees that all decisions relating to the selection of first and third party Product Information, marketing, advertisement, promotion, distribution or sale of the SCEA Demo Discs as a whole, including but not limited to SCEA Demo Discs title, trade name, logo and/or other identification, sales presentation, or retail and wholesale prices, shall be in the sole discretion of SCEA. 

     **8.4.1.2 SubmissionandApprovalofProduct          Information.** Upon receipt of a letter          or other correspondence, the form of which is attached hereto as Exhibit          D, notifying Publisher that SCEA has tentatively chosen Publisher's          Product Information for inclusion in an SCEA Demo Disc, Publisher shall          deliver to SCEA such requested Product Information no later than the          deadline set forth in such letter or other correspondence. A separate          letter will be sent for each SCEA Demo Disc, and Publisher must sign          each letter prior to inclusion in such SCEA Demo Disc. Any Product          Information provided by Publisher shall include Legal Copy on the title          screen or elsewhere in the Product Information submitted to SCEA. The          only Legal . Copy provided by SCEA shall be the Generic Line as provided          in Section 8. 3 above, which shall appear on the SCEA Demo Disc title          screen and packaging. Publisher acknowledges that SCEA shall have no          responsibility to provide any Legal Copy beyond the Generic Line. Such          Product Information shall comply with technical specifications provided          to Publisher by SCEA. SCEA reserves the right to review and test the          Product Information provided and request revisions prior to inclusion          on the SCEA Demo Disc. In the event that SCEA requests changes to the          Product Information and Publisher elects to continue to participate          in such Demo Disc, Publisher shall make such changes as soon as possibleafter receipt of written notice of such requested changes from SCEA, but not          later than the deadline for receipt of Product Information.          Failure to make such changes and provide the modified Product Information          to SCEA in accordance with such deadline shall result in the Product          Information being removed from consideration for the SCEA Demo Disc.          Costs associated with preparation of Product Information for inclusion          in the SCEA Demo Disc shall be borne by Publisher. Except as otherwise          provided in this Section, SCEA shall not edit or modify Product Information          provided to SCEA by Publisher without Publisher's consent, not to be          unreasonably withheld. SCEA shall have the right to use subcontractors          to assist in the creation or development of any SCEA Demo Disc. 

     **8.4.1.3 NoObligationtoPublish**Acceptance of Product Information for test and review shall not be deemed confirmation that SCEA shall include the Product Information on an SCEA Demo Disc.  SCEA reserves the right to choose from products submitted from other Licensed Publishers and first party products to determine the products to be included in SCEA Demo Discs, and will not guarantee to Publisher Licensed Product prominence with regards to screen shots or title treatment on the packaging or in SCEA Demo Discs.  Nothing herein shall be construed as creating an obligation of SCEA to publish Product Informationsubmitted by Publisher in any SCEA Demo Disc, nor shall SCEA be obligated to publish, advertise or promote any SCEA Demo Disc. 

     **8.4.1.4 RetailSamplerDiscs.** Publisher is aware and acknowledges that the Retail Sampler Disc will be distributed and sold by SCEA in the retail market.  If Publisher elects to participate in any Retail Sampler Disc program, Publisher acknowledges that it is aware of no limitations regarding any Licensed Product or any portion thereof provided to SCEA pursuant to the terms of this Agreement which would in any way restrict SCEA's ability to distribute or sell the Retail Sampler Disc at retail, nor does Publisher or its licensors have any anticipation of receiving any compensation from such retail sales.  In the event that SCEAinstitutes a SCEA Demo Disc in which a fee and/or royalty is charged to Publisher, SCEA and Publisher will enter into a separate agreement for such SCEA Demo Disc. 

**8.4.2 Third Party Demo Discs.**

     **8.4.2.1 License.** If Publisher wishes to participate in a Third Party Demo Disc program by notifying SCEA of its intention thereto, SCEA shall grant to Publisher the right and license to use Licensed Products in Third Party Demo Discs and to use, distribute, market, advertise and otherwise promote (and, if permitted in accordance with the terms of any SCEA Established Third Party Program or otherwise permitted by SCEA, to sell) such Third Party Demo Discs in accordance with the specifications provided separately to Publisher by SCEA, which may be modified from time to time by SCEA.  In addition, SCEA hereby consents to the use of theLicensed Trademarks in connection with Third Party Demo Discs, provided that SCEA's approval must be obtained prior to any use in accordance with the terms of Section 8.4.2.2

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hereto.  If any SCEA Established Third Party Demo Disc Program is specified by SCEA to be for promotional use only and not for resale, and such Third Party Demo Disc is subsequently discovered to be for sale, the right to produce Third Party Demo Discs under such SCEA Established Third Party Demo Disc Program shall    thereupon be revoked, and SCEA shall have the right to terminate any related    Third Party Demo Discs in accordance with the terms of Section 15.3 hereto. 

     **8.4.2.2          SubmissionandApproval of Third          Party Demo Discs.** Publisher shall          deliver to SCEA*,*for SCEA's prior approval, a final version          of each Third Party Demo Disc in a format prescribed by SCEA.  Such          Third Party Demo Disc shall comply with technical specifications and          any other requirements provided to Publisher by *SCEA*in the          SourceBook or otherwise.  In addition, SCEA shall evaluate the Third          Party Demo Disc in accordance with the approval provisions for Executable          Software and Printed Materials set forth in Sections 5. 4 and 5. 6,          respectively.  Furthermore, Publisher shall obtain the approval of          SCEA in connection          with any Advertising Materials relating to the Third Party Demo Discs          in accordance with the approval provisions set forth in Section 5.          7.  Costs associated with preparation of product code for inclusion          on          Third Party Demo Discs shall be home by Publisher.  With respect to          the Trade Promotional Disc Program, Publisher acknowledges that Product          Information provided in connection with such program is in beta form          and is not final approved code, nor should Publisher assume that final          approval for mass production has been given at the time of manufacture.           Publisher agrees to use the generic packaging and printedmaterials pursuant to the Trade Promotional Disc Program and the Consumer Promotional          Disc Program to clearly and conspicuously state that the Trade Promotional          Disc Program and the Consumer Promotional Disc Program are for promotional          purposes only and not for resale. 

     **8.4.2.3 ManufactureandRoyalty          of Third Party Demo Discs.** Publisher          shall comply with any Manufacturing Specifications provided separately          by          SCEA to Publisher with respect to the manufacture and payment for the          costs of manufacture of Third Party Demo Discs, and Publisher shall          also comply with all terms and conditions of Section 7 hereto.  No          costs incurred in the development, manufacture, licensing, production,          marketing          and/or distribution (and if permitted by SCEA, sale) of the Third Party          Demo Disc shall be deducted from any amounts payable to SCEA hereunder.           Royalties on Third Party Demo Discs shall be as provided in Exhibit          A. 

     **8.5 Contestsand SweepstakesofPublisher.** SCEA      acknowledges that, from time to time, Publisher may conduct contests and      sweepstakes to promote Licensed Products. SCEA**agrees to permit Publisher to include contest and sweepstakes materials in Printed Materials and Advertising Materials, subject to compliance with the approval provisions of Section 5. 6 and 5. 7 hereunder, compliance with the provisions of Section 10.2 and 11.2 hereunder, and subject to the following additional terms and conditions: (i) Publisher represents that it has retained the services of a fulfillment house to administer the contest or sweepstakes and if it has not retained the services of a fulfillment house, Publisher represents and warrants that it has the expertise to conduct such contests or sweepstakes, and in any event, Publisher assumes full responsibility for such contest or sweepstakes; (ii) Publisher represents and warrants that it has obtained the consent of all holders of intellectual property rights required to be obtained in connection with the contest or sweepstakes including, but not limited to, the consent of any holder of copyrights or trademarks relating to any advertisement or any promotional materials publicizing the contest or sweepstakes, or the prizes being awarded to winners of thecontest or sweepstakes; and (iii) Publisher shall make available to SCEA all contest and sweepstakes material prior to publication in accordance with the approval process set forth in Section 5. 6 or 5. 7.  Approval by SCEA of contest or sweepstakes materials for use in the Printed Materials or Advertising Materials (or any use of the Player or Licensed Products as prizes in such contest or sweepstakes) shall not constitute an endorsement by SCEA of such contest or sweepstakes, nor shall such acceptance be construed as SCEA having reviewed and approved such materials for compliance with any federal or state law, statute, regulations, order or the like, which shall be Publisher's sole responsibility. 

     **8.6 DistributionChannels.** Publisher may use such distribution channels as Publisher deems appropriate, including the use of third party distributors, resellers, dealers and sales representatives.  In the event that Publisher elects to have one of its Licensed Products distributed and sold by another Licensed Publisher, Publisher must provide SCEA with written notice of such election, the name of the Licensed Publisher and any additional information requested by SCEA regarding the nature of the distribution services provided by such Licensed Publisher prior to manufacture of any Units of such Licensed Product. 

     **8.7 Limitations on Distribution.** Notwithstanding any other provisions in this Agreement, Publisher shall not, directly or indirectly, solicit orders from and/or sell any Units of the Licensed Products to any person or entity outside of the Licensed Territory, and Publisher further agrees that it shall not directly or indirectly solicit orders for and/or sell any Units of the Licensed Products in any situation where Publisher knows or reasonably should know that such Licensed Products may be exported or resold outside of the Licensed Territory. 

**9.****Royalties.**

Publisher shall pay SCEA a per Unit    royalty in United States dollars, as set forth on Exhibit A hereto, for each    Unit of the Licensed Products manufactured.  Payment of such royalties shall    be made to SCEA in conjunction with the payment to SCEA's Designated Manufacturing    Facility of the manufacturing costs for each Unit and pursuant to the payment    terms of Section 7.2.3 hereto.  No costs incurred in the development, manufacture,marketing, sale

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and/or distribution of the    Licensed Products shall be deducted from any royalties payable to SCEA hereunder.    Similarly, there shall be no deduction from the royalties otherwise owed    to SCEA hereunder as a result of any uncollectable accounts owed to Publisher,    or for any credits, discounts, allowances or returns which**Publisher    may credit or otherwise grant to any third party customer of any Units of    the Licensed Products, or for any taxes, fees, assessments or expenses of    any kind which**may be incurred by Publisher in connection with its    sale and/or distribution of any Units of the Licensed Products and/or arising    with respect to the payment of royalties hereunder. In addition to the royalty    payments provided to SCEA hereunder, Publisher shall be solely responsible    for and bear any cost relating to any withholding taxes and/or other such    assessments which may be imposed by any governmental authority with respect    to the royalties paid to SCEA hereunder; provided, however, that SCEA shall    not manufacture Licensed Products outside of the United States without the    prior consent of Publisher. Publisher shall provide SCEA with official tax    receipts or other such documentary evidence issued by the applicable tax    authorities sufficient to substantiate that any such taxes and/or assessments    have in fact been paid. 

**10. Representations and Warranties.**

     **10.1 Representations and Warranties of SCEA.**  SCEA represents and warrants solely for the benefit of Publisher that SCEA has the right, power and authority to enter into this Agreement and to fully perform its obligations hereunder. 

     **10.2 RepresentationsandWarrantiesofPublisher.** Publisher represents and warrants that:

     (i) There is no threatened or pending action, suit, claim or proceeding alleging that the use by Publisher of all or any part of the Licensed Developer Software, Product Proposals, Product Information, Printed Materials, Advertising Materials or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Publisher in or to the Licensed Developer Software or any underlying work or content embodied therein, or any name, designation or trademark used inconjunction with the Licensed Products;

     (ii) The Licensed Developer Software, Product Proposals, Product Information, Printed Materials and Advertising Materials and their contemplated use under this Agreement does not and shall not infringe any person's or entity's rights including without limitation, patents, copyrights including rights in a joint work, trademarks, trade dress, trade secret, rights of.  publicity, privacy, performance, moral rights, literary rights and any other third party right;

     (iii) Publisher has the right, power and authority to enter into this Agreement, to grant SCEA the rights granted hereunder and to fully perform its obligations hereunder,

     (iv) The making of this Agreement by Publisher does not violate any separate agreement, rights or obligations existing between Publisher and any other person or entity, and, throughout the term of this Agreement, Publisher shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this Agreement;

     (v) Publisher has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the rights granted to Publisher hereunder, and Publisher will not sell, assign, lease, license or in any other way dispose of or encumber any of such rights;

     (vi) Publisher has obtained the consent of all holders of intellectual property rights required to be obtained in connection with use of any Product Information by SCEA as licensed hereunder, and Product Information provided to SCEA may be published, marketed, distributed and sold by SCEA in accordance with the terms and conditions of this Agreement and without SCEA incurring any royalty, residual, union, guild or other fees;

     (vii) Publisher shall not make any representation or give any warranty to any person or entity expressly or implicitly on SCEA's behalf, or to the effect that the Licensed Products are connected in any way with SCEA (other than that the Licensed Products have been developed, marketed, sold and/or distributed under license from SCEA);

     (viii) The Executable Software shall be distributed by Publisher solely in object code form;

     (ix) The Executable Software and any Product Information delivered to SCEA shall be in a commercially acceptable form, free of significant bugs, defects, time bombs or viruses, such that use of the software or Player would be disrupted, delayed, destroyed or rendered less than fully useful, and shall be fully compatible with the Player and any peripherals listed on the Printed Materials as compatible with the Licensed Product;

     (x) Each of the Licensed Products, Executable Software, Printed Materials and Advertising Materials shall be developed, marketed, sold and distributed by or at the direction of Publisher in an ethical manner and in full compliance with all applicable federal, state, provincial, local and foreign laws and any regulations and standards promulgated thereunder (including but not limited to federal and state lottery laws as currently interpreted and enforced) and will not contain any obscene or defamatory matter,

     (xi) Publisher's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed

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Products shall in no manner reflect adversely upon the name, reputation or goodwill of SCEA; and

     (xii) Publisher shall make no false, misleading or inconsistent representations or claims with respect to any Licensed Products, the Player or SCEA. 

**11.  Indemnities; Limited Liability.**

     **11.1 Indemnification by SCEA.** SCEA shall indemnify and hold Publisher harmless from and against any and all third party claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim which result from or are in connection with a breach of any of the representations or warranties provided by SCEA herein; provided, however, that Publisher shall give prompt written notice to SCEA of the assertion of any such claim, and provided, further, that SCEA shall have the right to select counsel and control thedefense and/or settlement thereof, subject to the right of Publisher to participate in any such action or proceeding at its own expense with counsel of its own choosing SCEA shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to such matters as shall be deemed appropriate by SCEA.  Publisher agrees to provide SCEA, at no expense to Publisher, reasonable assistance and cooperation concerning any such matter; and Publisher shall not agree to the settlement of any such claim, action or proceeding without SCEA's prior written consent. 

     **11.2 Indemnification          by Publisher.** Publisher shall indemnify          and hold SCEA harmless from and against any and all third party claims,          losses, liabilities, damages, expenses and costs, including, without          limitation, reasonable fees for attorneys, expert witnesses and litigation          costs, and including costs incurred in the settlement or avoidance          of, any such claim, which result from or are in connection with (i)          a breach of any of the representations or warranties provided by Publisher          herein, including without limitation claims resulting from Publisher's          failure to timely pay any withholding taxes or other assessments as          set forth in Section 9 hereto, any, breach of Publisher's confidentiality          obligations as set forth in Section 14 hereto or any breach of any          representations, warranties or covenants relating to contests or sweepstakes          as set forth in Sections 8.5 and 10.2 hereto; or (ii) any claim of          infringement or alleged infringement of any third party's Intellectual          Property Rights with respect to the Licensed Developer Software or          any Product Information of Publisher, or (iii) any claims of or in          connection with any personal or bodily injury (including death) or          property damage, by whomsoever such claim is made, arising out of,          in whole or in part, the marketing, sale, distribution and/or use of          any of the Licensed Products (including but not limited to any damages          or personal injury resulting from the awarding or failure to award          contest orsweepstakes prizes), unless due directly to the breach of SCEA in performingany of the specific duties and/or providing any of the specific services requiredof it hereunder; or (iv) any federal, state or foreign civil or criminal actionsrelating to the marketing, sale and/or distribution of Licensed Products; provided,however, that SCEA shall give prompt written notice to Publisher of the assertionof any such claim, and provided, further, that Publisher shall have the rightto select counsel and control the defense and/or settlement thereof, subjectto the right of SCEA to participate in any such action or proceeding at its ownexpense with counsel of its own choosing. Publisher shall have the exclusiveright, at its discretion, to commence and/or prosecute at its own expense anylawsuit or to take such other action with respect to such matter as shall bedeemed appropriate by Publisher. SCEA shall retain the right to approve any settlement.SCEA shall provide Publisher, at no expense to SCEA, reasonable assistance andcooperation concerning any such matter; and SCEA shall not agree to the settlementof any such claim, action or proceeding without Publisher's prior written consent. 

**    11.3 Limitationof Liability.**

    **11.3.1 Limitation of SCEA's Liability.** IN NO EVENT SHALL SCEA OR ITS AFFILIATES OR OTHER COMPANIES AFFILIATED WITH SCEA AND ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR PROSPECTIVE PROFITS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY.  SCEA, THE MANUFACTURE OF THE LICENSED PRODUCTS AND THE USE OF THE LICENSED PRODUCTS, EXECUTABLE SOFTWARE AND/OR THE PLAYER BY PUBLISHER OR ANY END-USER, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR      OTHERWISE.  IT IS THE RESPONSIBILITY OF PUBLISHER TO REVIEW THE ACCURACY OF THE DATA ON THE UNITS MANUFACTURED BY SCEA FOR PUBLISHER.  IN NO EVENT SHALL SCEA'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER SECTION 11.1 AND ANY WARRANTY IN SECTION 11.4 HERETO, EXCEED THE TOTAL AMOUNT PAID BY PUBLISHER TO SCEA UNDER THIS AGREEMENT.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER SCEA NOR ANY AFFILIATE, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS,SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE QUALITY, OPERATION AND/OR PERFORMANCE OF ANY PORTION OF THE SONY MATERIALS, THE PLAYER OR ANY LICENSED PRODUCT. 

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     **113.2 Limitation          of Publisher's Liability.** IN NO EVENT          SHALL PUBLISHER OR COMPANIES AFFILIATED WITH PUBLISHER, SUPPLIERS,          OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO SCEA FOR ANY          PROSPECTIVE PROFITS, OR SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL          DAMAGES ARISING OUT OF OR IN CONNECTION WITH (i) THIS AGREEMENT OR          (ii) THE USE OR DISTRIBUTION IN ACCORDANCE WITH THE TERMS AND CONDITIONS          OF THIS AGREEMENT OF ANY CODE PROVIDED BY SCEA, IN WHOLE OR IN PART,          OR ANY LICENSED DEVELOPER SOFTWARE BY PUBLISHER OR ANY THIRD PARTY,          WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY,          PRODUCT LIABILITY OR OTHERWISE, PROVIDED THAT PUBLISHER EXPRESSLY AGREES          THAT SUCH LIMITATIONS SHALL NOT APPLY TO DAMAGES RESULTING FROM PUBLISHER'S          BREACH OF SECTIONS 2, 4, 11.2, 12.2 OR 14 OF THIS AGREEMENT, AND 'PROVIDED          FURTHER THAT SUCH LIMITATIONS SHALL NOT APPLY TO AMOUNTS WHICH PUBLISHER          MAY BE REQUIRED TO PAY TO THIRD PARTIES UNDER SECTIONS 11.2 OR 17.9. 

**     11.4 Warranties:Disclaimer of Warranties.**

     **11.4.1 Manufacturing          Warranty.** SCEA      warrants that the Units or any component parts thereto that are manufactured      by SCEA or a Designated Manufacturing Facility for Publisher shall, at      time of delivery to Publisher, be free from [ * ]. The sole obligation          of SCEA and a Designated Manufacturing Facility under this warranty          shall          be, for      a period of [ * ] from      the date of shipment of Units of Licensed Products or component parts thereto      to Publisher, at SCEA's election, either to      replace the [ * ] Units      or component parts or to issue credit to Publisher for the purchase price      and any royalties paid to SCEA and/or a DesignatedManufacturing Facility for any such [* ] Units or component parts.  Such      warranty is the only warranty applicable to the Licensed Product manufactured      by a Designated Manufacturing Facility for Publisher pursuant to Section      7 of this Agreement. This warranty shall not apply to damage resulting      from accident, alteration, negligence, normal wear and tear, willful damage,      abnormal conditions of use, failure to follow directions for use (whether      given in instruction manuals or otherwise) or misuse of the Licensed Products,      or to damage to or defects in any materials provided by Publisher to SCEA      or a Designated Manufacturing Facility. If, during the aforesaid period,      a [ * ] Unit      is received by Publisher, Publisher shall notify SCEA within the warranty      period set forth above and, upon request by SCEA, provide      SCEA with the returned Unit(s) or component part(s) and a written description      [ * ] or,      if requested by SCEA in its sole discretion, Publisher shall destroy any      such [ * ] discs.      SCEA and any Designated Manufacturing Facility shall not accept the return      of any Unit(s) or component      part(s) except [ * ]      Units) or component part(s) (i,e. , those Units or component parts that      are not free from [ * ]),      and all such returns must be authorized by SCEA in writing and in advance.      All Units      or component parts which are returned in accordance with this Section 11.4.1      will be sent to a place designated by SCEA at SCEA's expense. If the [      * ] did not arise from causes      placing liability on SCEA or a Designated Manufacturing Facility under      the above warranty, Publisher shall reimburse SCEA and any      Designated Manufacturing Facility for expenses incurred in shipping, processing      and analyzing the Units or component parts. SCEA's and any Designated Manufacturing      Facility's reasonable judgment as to the origin of the [      * ] shall be      final and binding. Notwithstanding the foregoing, nothing herein shall      be construed by Publisher to extend or create any stated limited warranty      to consumers beyond the terms of such warranty. NOTWITHSTANDING THE FOREGOING,      ANY COMPONENT PARTS OF LICENSED PRODUCTS NOT MANUFACTURED BY SCEA OR A      DESIGNATED MANUFACTURING FACILITY ARE NOT UNDER WARRANTY HEREUNDER. 

     **11.4.2 DisclaimerofWarranty.** EXCEPT      AS OTHERWISE EXPRESSLY SET FORTH ABOVE, NEITHER SCEA NOR ANY DESIGNATED      MANUFACTURING FACILITY NOR ITS AFFILIATES AND SUPPLIERS MAKE, NOR DOES      PUBLISHER RECEIVE, ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING      THE SONY MATERIALS, THE PLAYER, THE UNITS OF THE LICENSED PRODUCTS MANUFACTURED      HEREUNDER AND/OR PUBLISHER'S PRODUCT INFORMATION INCLUDED ON SCEA DEMO      DISCS.  SCEA SHALL NOT BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, DIRECT      OR CONSEQUENTIAL, ARISING OUT OF THE USE OR INABILITY TO USE THE UNITS      AND/OR ANY SOFTWARE ERRORS AND/OR "BUGS" IN PUBLISHER'S PRODUCT INFORMATION      WHICH MAY BE REPRODUCED ON SCEADEMO DISCS.  WITHOUT LIMITING THE**GENERALITY OF THE FOREGOING, SCEA ANDITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE AND THEIR EQUIVALENTS UNDER THE LAWS OFANY JURISDICTION REGARDING THE SONY MATERIALS, LICENSED PRODUCTS, SCEA DEMO DISCSAND THE PLAYER. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATUTEIS EXPRESSLY DISCLAIMED. 

**12. Copyright, Trademark and TradeSecret Rights.**

     **12.1 Publisher Rights.** The Licensed Developer Software and all Product Information, Product Proposals, Printed Materials and Advertising Materials related thereto (exclusive of the rights licensed from SCEA hereunder) and the Intellectual Property Rights therein and any names or

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other designations used as    titles for the Licensed Products and any other trademarks used by Publisher    and/or its affiliates are and shall be the exclusive property of Publisher    or of any third party from which Publisher has been granted, or to whom Publisher    has granted, the license and related rights to develop and otherwise exploit    any such Licensed Developer Software and related materials or any such names    or other designations. SCEA shall not do or cause to be done any act or thing    in any way impairing or tending to impair or dilute any of Publisher's rights,    title and/or interests in or to Publisher's Intellectual Property Rights. 

**     12.2 SCEARights.**

     **12.2.1 LicensedTrademarks.**The Licensed Trademarks and the goodwill associated therewith are and shall be the exclusive property of SCEA or Affiliates of SCEA.  Nothing herein shall give Publisher any right, title or interest in or to any of the Licensed Trademarks, other than the non-exclusive license and privilege during the term hereof to display and use the Licensed Trademarks solely in accordance with the provisions of this Agreement.  Publisher shall not do or cause to be done any act or thing in any way impairing or tending to impair or dilute any of SCEA's rights, title and/or interests in or to any of the Licensed Trademarks, nor shall Publisher registerany trademark in its own name or in the name of any other person or entity, or obtain rights to employ Internet domain names or addresses, which are similar to or are likely to be confused with any of the Licensed Trademarks. 

     **12.2.2 License          of Sony Materials andPlayer.** All rights with respect          to the Sony Materials and Player, including, without limitation, all          of SCEA's Intellectual Property Rights therein, are and shall be the          exclusive property of SCEA or Affiliates of SCEA.  Nothing herein shall          give Publisher any right, title or interest in or to the Sony Materials          or the Player (or any portion thereof); other than the non-exclusive          license during the term hereof to use the Sony Materials and Player          for the manufacturing, marketing, distribution and sale of the Licensed          Products solely in accordance with the provisions of this Agreement.          Publisher shall not do or cause to be done any act or thing in any          way impairing or tending to impair any of SCEA's rights, title and/or          interests in or to the Sony Materials or the Player (or          any portion thereof). 

**13. Infringement of IntellectualProperty Rights By Third Parties.**

In the event that either Publisher    or SCEA discovers or otherwise becomes aware that any of the Intellectual    Property Rights of the other have been or are being infringed upon by any    third party, then the party with knowledge of such infringement or apparent    infringement shall promptly notify the other party. SCEA shall have the sole    right, in its discretion, to institute and prosecute lawsuits against Third    Parties for such infringement of SCEA's Intellectual Property Rights. Publisher    shall have the right, in its discretion, to institute and prosecute lawsuits    against third persons' for such infringement of Publisher's Intellectual    Property Rights which are distinct from SCEA's Intellectual Property Rights.    If Publisher does not institute an infringement suit within [    * ] days    after SCEA's written request that it do so, SCEA may institute and prosecute    such lawsuit. Any lawsuit shall be prosecuted solely at the cost and expense    of the party bringing suit and all sums recovered in any such lawsuits, whether    by judgment, settlement or otherwise, in excess of the amount of reasonable    attorneys' fees and other out of pocket expenses of such suit, shall belong    solely to the party bringing the suit. Upon request of the party bringing    the lawsuit, the other party shall execute all papers, testify on all matters    and otherwise cooperate in every way necessary and desirable for the prosecution    of any such lawsuit. The party bringing suit shall reimburse the other party    for the reasonable expenses incurred as a result of such cooperation, but    unless authorized by other provisions of this Agreement, not costs and expenses    attributable to the conduct of a cross-claim or third party action. 

**14. Confidentiality.**

     **14.1 Prior          Nondisclosure Agreement.** Publisher      hereby reaffirms and ratifies the Nondisclosure Agreement dated June 27,      1996 between SCEA and Publisher ("Nondisclosure Agreement") which,      as amended by Section 14.2 below, will remain in full force and effect      with respect to the Confidential Information of SCEA throughout the term      of this Agreement. 

     **14.2 AdditionalRequirementsRegardingConfidential Information of SCEA.**

     **14.2.1 ConfidentialInformationofSCEA.**"Confidential      Information" of      SCEA (as defined in the Nondisclosure Agreement and amended hereby) shall      also include (i) the Sony Materials and information regarding SCEA's finances,      business, marketing and technical plans, (ii) all documentation and information      relating to the foregoing (other than documentation and information expressly      intended for use by and released to end users or the general public), (iii)      any and all other information, of whatever type and in whatever medium      (including without limitation all data, ideas, discoveries, developments,      know-how, trade secrets, inventions, creations and improvements), that      is disclosed in writing or in any other form by SCEA to Publisher,      and (iv) this Agreement and the terms and conditions thereof. If at any      time Publisher becomes aware of any unauthorized duplication, access, use,      possession or knowledge of any Confidential Information of SCEA, it shall      notify SCEA as soon as reasonably practicable, and shall promptly act to      recover any such information and/or prevent further breach of the confidentiality      obligations herein. Publisher shall take all reasonable steps requested      by SCEA to prevent the recurrence of any unauthorized duplication, access,      use,

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possession or knowledge of the Confidential Information of SCEA. 

     **14.2.2 Confidentiality          of Agreement.** As provided above,          the terms and conditions of this Agreement shall be treated as Confidential          Information of SCEA; provided that each party may disclose the terms          and conditions of this Agreement: (i) to legal counsel; (ii) in confidence,          to accountants, banks and financing sources and their advisors; and          (iii) in confidence, in connection with the enforcement of this Agreement          or rights under this Agreement; and (iv) if Publisher shall be required,          in the opinion of counsel, to file publicly or otherwise disclose the          terms of this Agreement under applicable federal and/or state securities          laws, Publisher shall be required to promptly notify SCEA such that          SCEA has a reasonable opportunity to contest or limit the scope of          such required disclosure, and Publisher shall request, and shall use          its best efforts to obtain, confidential treatment for such sections          of this Agreement as SCEA may designate.  Any failure to notify SCEA          under clause (iv) of this Section 14.2.2 shall be deemed a material          breach of this Agreement.  Unless otherwise permitted by SCEA, both          parties shall treat the fact that they have entered into this Agreement          as Confidential Information of the other party until a public announcement          regarding the execution of this Agreement is released by SCEA, at its          sole discretion, announcing that Publisher has become a licensee of          SCEA. 

     **14.3Requirements Regarding Confidential Information of Publisher.**

     **14.3.1 Confidential Information of Publisher.**"Confidential Information of Publisher" shall      mean (i) the Licensed Developer Software as provided to SCEA pursuant to      this Agreement and all documentation and information relating thereto,      including Product Proposals, Printed Materials and Advertising Materials      (other than documentation and information expressly intended for use by      and release to end users, the general public or the trade), and (ii) information      relating to Publishers' or its affiliates' or licensors' finances, business,      marketing and technical plans, that is disclosed in writing or in any other      form by Publisher toSCEA. 

     **14.3.2 Preservation        of Confidential Information of Publisher.** SCEA shall hold all        Confidential Information of Publisher in confidence, and shall take all        reasonable steps necessary to preserve the confidentiality of the Confidential        Information of Publisher, and to prevent it from falling into the public        domain or into the possession of persons other than those persons to        whom disclosure is authorized hereunder. including but not limited to        those steps that SCEA takes to protect the confidentiality of its own        most highly confidential information. Except as may be expressly authorized        by Publisher in writing, SCEA shall not at any time, either before or        after any termination of this Agreement, directly or indirectly: (i)        disclose any Confidential Information to any person other than an SCEA        employee or subcontractor who needs to know or have access to such Confidential        Information for the purposes of this Agreement, and only to the extent        necessary for such purposes; (ii) except as otherwise provided in this        Agreement, duplicate the Confidential Information of Publisher for any        purpose whatsoever; (iii) use the Confidential Information for any reason        or purpose other than as expressly permitted in this Agreement; or (iv)        except as otherwise provided in Section 8. 3, remove any copyright notice,        trademark notice and/or other proprietary legend set forth on or contained        within any of the Confidential Information of Publisher. 

     **14.3.3 Obligations          Upon Unauthorized Disclosure.**If          at any time SCEA becomes aware of any unauthorized duplication, access,          use, possession or knowledge of any Confidential Information of Publisher,          it shall notify the Publisher as soon as is reasonably practicable.          SCEA shall provide any and all reasonable assistance to Publisher to          protect Publisher's proprietary rights in any Confidential Information          of Publisher that it or its employees or permitted subcontractors may          have directly or indirectly disclosed or made available and that may          be duplicated, accessed, used, possessed or known in a manner or for          a purpose not expressly authorized by this Agreement including but          not limited to enforcement of confidentiality agreements, commencement          and prosecution in good faith (alone or with the disclosing party)          of legal action, and reimbursement for all reasonable attorneys' fees,          costs and expenses incurred by Publisher to protect its proprietary          rights in the Confidential Information of Publisher. SCEA shall take          all reasonable steps requested by Publisher to prevent the recurrence          of any unauthorized duplication, access, use, possession or knowledge          of the Confidential Information of Publisher. 

     **14.3.4 Exceptions.** The foregoing restrictions will not apply to information that could be deemed to be Confidential Information of Publisher to the extent that such information: (i) was known to SCEA at the time of disclosure to it; (ii) becomes part of information in the public domain through no fault of SCEA; (iii) has been rightfully received from a third party authorized by Publisher to make such disclosure without restriction; (iv) has been approved for release by prior written authorization of Publisher; or (v) has been disclosed by court order or as otherwise required by law (including without limitation to the extent that disclosure may be required underFederal or state securities laws), provided that SCEA has notified the disclosing party immediately upon learning of the possibility of any such court order or legal requirement and has given Publisher a reasonable opportunity to contest or limit the scope of such required disclosure. 

**15. Term and Termination.**

     **15.1 Effective Date; Term.**This      Agreement shall not be binding upon the parties until it has been signed      by or on behalf of each party, in which event it shall be effective as      of the date first written above (the "Effective Date").  Unless      sooner terminated in accordance with the provisions hereof, the term of      this Agreement shall be for

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[*] years from      the Effective Date.  Any Licensed Products approved by SCEA or otherwise      qualified to proceed with development under the Original License Agreement      shall, upon full execution of this LPA by Publisher and SCEA, be considered      Licensed Products under this LPA, and the terms and conditions of this      LPA shall apply to such Licensed Products as if they were licensed hereunder. 

     **15.2 Termination by SCEA.** SCEA shall have the right to terminate this Agreement immediately, by providing written notice of such election to Publisher, upon the occurrence of any of the following events or circumstances:

     (i)      If Publisher breaches (A) any of its material obligations provided for      in this Agreement (including but not limited to Publisher's failure to      pay any amounts due hereunder), which materiality shall be determined by      SCEA in its sole discretion; (B) some of its obligations provided for in      this Agreement, the combined effect of which has a material effect hereunder,      or (C) any other agreement entered into between SCEA or Affiliates of SCEA and Publisher.  In the event of each such breach, Publisher shall have an opportunity to correct or cure such breach within thirty (30) days after receipt of written notice of such breach by SCEA, provided that, if after such thirty (30) day period, such breachis not corrected or cured to SCEA's satisfaction, this Agreement shall be terminated. 

     (ii) Publisher's statement that it is unable to pay any amount due hereunder, or is unable to pay its debts generally as they shall become due. 

     (iii) Publisher's filing of an application for, or consenting to, or directing the appointment of or the taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of Publisher's property, whether tangible or intangible, wherever located. 

     (iv) The making by Publisher of a general assignment for the benefit of creditors. 

     (v) The commencing by Publisher or Publisher's intention to commence a voluntary case under any applicable bankruptcy laws (as now or hereafter may be in effect). 

     (vi) Publisher is bankrupt or insolvent

     (vii) The filing by Publisher or the intent to file by Publisher of a petition seeking to take advantage of any other law providing for the relief of debtors. 

     (viii) Publisher's acquiescence to, intention to acquiesce to, or failure to have dismissed within ninety (90) days, any petition filed against it in any involuntary case under any such bankruptcy law. 

     (ix) The liquidation or dissolution of Publisher, or a statement of intent by Publisher to no longer exercise any of the rights granted by SCEA to Publisher hereunder. 

     (x)      If during the term of this Agreement a controlling interest in Publisher      or a controlling interest in an entity which has, directly or indirectly,      a controlling interest in Publisher is transferred to a party that (A)      is in breach of any agreement with SCEA or an Affiliate of SCEA, and such      agreement has been terminated as a result of such breach; (B) directly      or indirectly holds or acquires an interest in a third party which develops      any interactive hardware device or product which is directly or indirectly      competitive with the Player, (C) is in litigation with SCEA or Affiliates      of SCEA concerning any proprietary technology, trade secrets or other Intellectual      Property Rights or Confidential Information of SCEA.  As used in this Section      15.2, "controlling interest" means, with respect to any form      of entity, sufficient power, whether by holding shares of stock, management      power, voting power or power conferred on such person by the Certificate      of Incorporation, Bylaws, Partnership Agreement or other documents regulating      the form and powers of such entity, to control the decisions of such entity. 

     (xi) If during the term of this Agreement Publisher, or an entity that has, directly or indirectly, a controlling interest in Publisher, enters into a business relationship with a third party with whom Publisher materially contributes to develop core components to an interactive hardware device or product which is directly or indirectly competitive with the Player. 

Publisher shall be obligated to immediately    notify SCEA in the event that any of the events or circumstances specified    in subsections (ii) – (xi) occur, and any failure to so notify SCEA    shall constitute a material breach with no opportunity to cure such breach. 

     **15.3 Product-by-Product          Termination by SCEA.** In addition          to the events of termination described in Section 15.2, above, SCEA,          at          its option, shall be entitled to terminate, on a product-by-product          basis, the licenses and related rights herein granted to Publisher          in the event that (a) Publisher fails to notify SCEA promptly in writing          of any material change to any materials previously approved by SCEA          in accordance with Section 5 or Section 7.1.3 hereto, and such breach          is not corrected or cured prior to the earlier of (i) [ * ] days          after receipt of written notice of such breach or (ii) commercial release          of the product; or (b) any third patty with whom Publisher has contracted          for the development of Executable Software breaches any of its material          obligations to SCEA pursuant to such third party's agreement with SCEA          with respect to such Executable Software; or (c) Publisher cancels          a Licensed Product or fails to provide SCEA in accordance with the          provisions of Section 5. 4 above, with the final version of the Executable          Software for any Licensed Product within [          * ] months of the          scheduled release date according to the Product Proposal, or fails          to provide

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work in progress to SCEA in accordance with the Review Process in Section 5.3. 

     **15.4 Option          of SCEA In Lieu of Termination.** As          an alternative to terminating this Agreement or a particular Licensed          Product as set forth in Sections 15.2 and 15.3 above, SCEA may, at          its option, require Publisher to pay liquidated damages of up to [          * ] per incident (as defined in the          sole discretion of SCEA) for the following material breaches of Publisher:          providing          Sony Materials or Confidential Information of SCEA to an unlicensed          developer or other third party; failure to follow the Guidelines of          SCEA with respect to any Licensed Trademarks; and failure to provide          SCEA with Advertising Materials, or broadcasting or publishing AdvertisingMaterials without the approval of SCEA, as provided in Section 5. 7.  Such liquidated          damages shall be required in SCEA's sole discretion depending on the          circumstances, including the extent and type of injury flowing from          the breach, and SCEA's expectations for future performance of Publisher.          In the event that SCEA selects this option, Publisher shall be entitled          to terminate this Agreement upon notice to SCEA rather than paying          the liquidated damages hereunder. Election of this option by SCEA shall          not constitute a waiver of any of SCEA's rights under this Agreement          with respect to any other incidents and SCEA shall have the right to          terminate this Agreement with respect to any other material breach. 

     **15.5 No          Refunds.** In the event of the termination          of this Agreement in accordance with any of the provisions of Sections          15.2 through 15. 4 above, no portion of any payments of any kind whatsoever          previously provided to SCEA hereunder shall be owed or be repayable          to Publisher. 

**16. Effect of Expiration or Termination.**

     **16.1 Inventory          Statement.** Within [          * ] days          of the date of expiration or the effective date of termination with          respect to any and/or all Licensed Products, Publisher shall provide          SCEA with an itemized statement, certified to be accurate by an officer          of Publisher, specifying the number of unsold Units of the Licensed          Products as to which such termination applies, on a title-by-title          basis, which remain in its inventory and/or under its control at the          time of expiration or the effective date of termination. SCEA shall          be entitled to conduct at its expense a physical inspection of Publisher's          inventory and work in process upon reasonable written notice during          normal business hours in order to ascertain or verify such inventory          and/or statement. 

     **16.2 Reversion          of Rights.** Upon expiration or termination          and subject to Section 16. 3 below, the licenses and related rights          herein granted to Publisher shall immediately revert to SCEA, and Publisher          shall cease and desist from any further use of Confidential Information          of SCEA, the Licensed Trademarks and the Sony Materials and any Intellectual          Property Rights therein, and, subject to the provisions of Section          16. 3 below, Publisher shall have no          further right to continue the publication, manufacture, marketing,          sale and/or distribution of any Units of the Licensed Products, nor          to continue to use the Licensed Trademarks; provided, however, that          for a period of [ * ] after          termination, and subject to all the terms of Section 14, and provided          this Agreement is not terminated          due to a breach or default of Publisher, Publisher may retain such          portions of Sony Materials as SCEA in its sole discretion agrees are          required to support end users of Licensed Products but must return          these materials at the end of such [          * ] period. 

**     16.3 Disposal          of Unsold Units.** Provided that this          Agreement is not terminated due to a breach or default of Publisher,          Publisher may, upon expiration or termination of this Agreement, sell          off existing inventories of Licensed Products, on a non-exclusive basis,          for a period of [ * ] days          from the date of expiration or termination of this Agreement, and provided          such inventories have not been manufactured          solely or principally for sale during such period Subsequent to the          expiration of such [ * ] day          period, or in the event this Agreement is terminated as a result of          any breach or default of Publisher, any          and all Units of the Licensed Products remaining in Publisher's inventory          shall be destroyed by Publisher within [          * ] business days of such          expiration or termination. Within [          * ] business days after such          destruction, Publisher shall provide SCEA with an itemized statement,          certified to be accurate by an officer of Publisher, indicating the          number of Units of the Licensed Products which have been destroyed          (on a title-by-title basis), the location and date of such destruction          and the disposition of the remains of such destroyed materials. 

     **16.4 Return          of Sony Materials and Confidential Information.** Upon          the expiration or earlier termination of this Agreement, Publisher          shall immediately deliver to SCEA, or if and to the extent requested          by SCEA destroy, all Sony Materials and any and all copies thereof,          and Publisher and SCEA shall immediately deliver to the other party,          or if and to the extent requested by such party destroy, all Confidential          Information of the other party, including any and all copies thereof,          which the other party previously furnished to it in furtherance of          this Agreement, including, without limitation, any such information,          knowledge or know-how of which either party, as the receiving party,          was apprised and which was reduced to tangible or written form by such          party or in its behalf at any time during the term of this Agreement          Within [ * ] working days after any such destruction, Publisher          shall provide SCEA with an itemized statement certified to be accurate          by an officer of Publisher, indicating the number of copies and/or          units of the Sony Materials and/or Confidential Information which have          been destroyed, the location and date of such destruction and the disposition          of the remains of such destroyed materials. 

     **16.5 Renewal          or Extension of this Agreement: Termination Without Prejudice.**  SCEA          shall be under no obligation to renew or extend this Agreement notwithstanding          any actions taken by either of the parties prior to the expiration          of this Agreement. Upon the

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expiration of this Agreement, neither party shall be liable to the other for any damages (whether direct, consequential or incidental, and including, without limitation, any expenditures, loss of profits or prospective profits) sustained or arising out of or alleged to have been sustained or to have arisen out of such expiration.  However, the expiration of this Agreement shall not excuse either party from its previous breach of any of the provisions of this Agreement or from any obligations surviving the expiration of this Agreement, and full legal and equitable remedies shall remain available for any breach or threatened breach of this Agreement or any obligations arising therefrom.  The expiration ortermination of this Agreement shall be without prejudice to any rights or remedies which one party may otherwise have against the other party. 

**17. Miscellaneous Provisions.**

     **17.1 Notices.** All      notices or other communications required or desired to be sent to either      of the parties shall be in writing and shall be sent by registered or certified      mail, postage prepaid, return receipt requested, or sent by recognized      international courier service (e. g. , Federal Express, DHL, etc. ), telex,      telegram or facsimile, with charges prepaid.  The address for all notices      or other communications required to be sent to SCEA or Publisher, respectively,      shall be the mailing address stated in the preamble hereof, or such other      address as may be provided by written notice from one party to the other      on at least ten (10) days' prior written notice.  Any such notice shall      be effective upon the date of receipt, as confirmed by the sending party. 

     **17.2 Force          Majeure.** Neither SCEA nor Publisher          shall be liable for any loss or damage or be deemed to be in breach          of this Agreement if its failure to perform or failure to cure any          of its obligations under this Agreement results from any event or circumstance          beyond its reasonable control, including, without limitation, any natural          disaster, fire, flood, earthquake or other Act of God; shortage of          equipment, materials, supplies or transportation facilities; strike          or other industrial dispute; war or rebellion; shutdown or delay in          power, telephone or other essential service due to the failure of computer          or communications equipment or otherwise; or compliance with any law,          regulation or order (whether valid or invalid) of any governmental          body, other than an order, requirement or instruction arising out of          Publisher's violation of any applicable law or regulation; provided,          however, that the party interfered with gives the other party written          notice thereof promptly, and, in any event, within fifteen (15) business          days of discovery of any such Force Majeure condition. If notice of          the existence of any Force Majeure condition is provided within such          period, the time for performance or cure shall be extended for a period          equal to the duration of the Force Majeure event or circumstance described          in such notice, except that any such cause shall not excuse the payment          of any sums owed to SCEA prior to, during or after any such Force Majeure          condition.In the event that the Force Majeurecondition continues for more than one hundred and twenty (120) days, SCEA mayterminate this Agreement for cause by providing written notice to Publisher tosuch effect. 

     **17.3****No Partnershipor Joint Venture.**The relationship between SCEA and Publisher, respectively, is that of licensor and licensee.  Both parties are independent contractors and are not the legal representative, agent, joint venturer, partner or employee of the other party for any purpose whatsoever.  Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. 

     **17.4 Assignment.**SCEA has entered into this Agreement based upon the particular reputation, capabilities and experience of Publisher and its officers, directors and employees.  Accordingly, Publisher may not assign this Agreement or any of its rights hereunder, nor delegate or otherwise transfer any of its obligations hereunder, to any third party unless the prior written consent of SCEA shall first be obtained.  This Agreement shall not be assigned in contravention of Section 15.2 (x).  Any attempted or purported assignment, delegation or other such transfer, directly or indirectly, without the required consent of SCEA shall be void and a material breach of this Agreement.Subject to the foregoing, this Agreement shall inure to the benefit of the parties and their respective successors (other than under the conditions set forth in Section 15.2 (x)) and permitted assigns.  SCEA shall have the right to assign any and all of its rights and obligations hereunder to any affiliate(s), including, without limitation, its obligations under Section 7 hereof. 

     **17.5 Subcontractors.** Publisher      shall not sell, assign, delegate, subcontract, sublicense or otherwise      transfer or encumber all or any portion of the licenses herein granted;      provided, however, that Publisher may retain those subcontractor(s) to      assist with the development of Licensed Products which: (i) have signed      a Nondisclosure Agreement and a Developer Agreement with SCEA (the "PlayStation Agreements") in full force and effect throughout the term of such development; or (ii) have signed an SCEA-approved subcontractor agreement between Publisher and subcontractor, which subcontractor agreement shall contain substantially identical terms to theNondisclosure Agreement and the confidentiality provisions of this Agreement ("Subcontractor Agreement").If a subcontractor will use Development Tools provided by Publisher, it mustalso comply with the requirements set forth in Section 16. 5 of an LDA with respectto usage of such Development Tools.  Such Subcontractor Agreement shall providethat SCEA is a third party beneficiary of such Subcontractor Agreement, and hasthe full right to bring any actions against such subcontractors to comply inall respects with the terms and conditions of this Agreement.  Publisher agreesto provide a copy of any such Subcontractor Agreement to SCEA prior to and followingexecution thereof.  Publisher shall not disclose to any subcontractor any ConfidentialInformation of SCEA (as

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defined herein and in the Nondisclosure    Agreement), including, without limitation, any Sony Materials, unless and    until either the PlayStation Agreements or a**Subcontractor    Agreement have been executed. Notwithstanding any consent which may be granted    by SCEA for Publisher to employ any such permitted subcontractor(s), or any    such separate agreement(s) that may be entered into by Publisher with any    such permitted subcontractor, Publisher shall remain fully liable for**its    compliance with all of the provisions of this Agreement and for the compliance    of any and all permitted subcontractors with the provisions of any agreements    entered into by such subcontractors in accordance with this Section 17.5.    Publisher shall use its best efforts to cause its subcontractors employed    hereby to comply in all respects with the terms and conditions of this Agreement,    and hereby unconditionally guarantees all obligations of its subcontractors. 

     **17.6 Compliance          with Applicable Laws.** The parties          shall at all times comply with all applicable regulations and orders          of their respective countries and all conventions and treaties to which          their countries are a party or relating to or in any way affecting          this Agreement and the performance by the parties of this Agreement.          Each party, at its own expense, shall negotiate and obtain any approval,          license or permit required in the performance of its obligations, and          shall declare, record or take such steps to render this Agreement binding,          including, without limitation, the recording of this Agreement with          any appropriate governmental authorities (ifrequired). 

     **17.7 Governing Law; Consent to Jurisdiction.** This      Agreement shall be governed by and interpreted in accordance with the laws      of the State of California, excluding that body of law related to choice      of laws, and of the United States of America. Any action or proceeding      brought to enforce the terms of this Agreement or to adjudicate any dispute      arising hereunder shall be brought in the courts of the County of San Mateo,      State of California (if under State law) or the Northern District of California      (if under Federal law or pursuant to diversity jurisdiction). Each of the      parties hereby submits itself to the exclusive jurisdiction and venue of      such courts for purposes of any such action and agrees that any service      of process may be effected by delivery of the summons in the manner provided      in the delivery of notices set forth in Section 17.1 above. In addition,each party hereby waives the right to a jury**trial in any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute arising hereunder. 

     **17.8 Legal          Costs and Expenses.**In the event          it is necessary for either party to retain the services of an attorney          or attorneys to enforce the terms of this Agreement or to file or defend          any action arising out of this Agreement, then the prevailing party          in any such action shall be entitled, in addition to any other rights          and remedies available to it at law or in equity to recover from the          other party its reasonable fees for attorneys and expert witnesses,          plus such court costs and expenses as may be fixed by any court of          competent jurisdiction. The term "prevailing          party" for    the purposes of this Section shall include a defendant who has by motion,    judgment, verdict or dismissal by the court, successfully defended againstany claim that has been asserted against it

     **17.9 Remedies.** Unless expressly set forth to the contrary, either party's election of any remedies provided for in this Agreement shall not be exclusive of any other remedies available hereunder or otherwise at law or in equity, and all such remedies shall be deemed to be cumulative.  Any breach of Sections 2, 3, 4, 5, 6, 7.1, 12 and 14 of this Agreement would cause irreparable harm to SCEA, the extent of which would be difficult to ascertain.  Accordingly, Publisher agrees that, in addition to any other remedies to which SCEA may be entitled, in the event of a breach by Publisher or any of itsemployees or permitted subcontractors of any such Sections of this Agreement, SCEA shall be entitled to the immediate issuance without bond of ex parte injunctive relief enjoining any breach or threatened breach of any or all of such provisions.  In addition, Publisher shall indemnify SCEA in accordance with the provisions of Section 11.2 hereto for all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and all reasonable related costs) which SCEA may sustain or incur as a result of such breach. 

     **17.10 Severability.** In      the event that any provision of this Agreement (or portion thereof) is      determined by a court of competent jurisdiction to be invalid or otherwise      unenforceable, such provision (or part thereof) shall be enforced to the      extent possible consistent with the stated intention of the parties, or,      if incapable of such enforcement, shall be deemed to be deleted from this      Agreement, while the remainder of this Agreement shall continue in full      force and remain in effect according to its stated terms and conditions. 

     **17.11 Sections Surviving Expiration or Termination.** The following sections shall survive the expiration or earlier termination of this Agreement for any reason: 4, 5. 5, 6, 7.2, 7.4, 9, 10, 11, 12, 14, 15. 5, 16, 17.4, 17.5, 17.6, 17.7, 17.8, 17.9 and 17.10. 

     **17.12 Waiver.**No      failure or delay by either party in exercising any right, power or remedy      under this Agreement shall operate as a waiver of any such right, power      or remedy.  No waiver of any provision of this Agreement shall be effective      unless in writing and signed by the party against whom such waiver is sought      to be enforced.  Any waiver by either party of any provision of this Agreement      shall not be construed as a waiver of any other provision of this Agreement,      nor shall such waiver operate as or be construed as a waiver of such provision      respecting any future event or circumstance. 

     **17.13          Modification.** No modification of any          provision of this Agreement shall be effective unless in writing and          signed by both of the parties. 

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     **17.14          Headings.** The section headings          used in this Agreement are intended primarily for reference and shall          not by themselves determine the construction or interpretation of this          Agreement or any portion hereof. 

     **17.15 Integration.** This      Agreement (together with the Exhibits attached hereto) constitutes the      entire agreement between SCEA and Publisher and supersedes all prior or      contemporaneous agreements, proposals, understandings and communications      between SCEA and Publisher, whether oral or written, with respect to the      subject matter hereof, provided, however, that notwithstanding anything      to the contrary in the foregoing, the Nondisclosure Agreement referred to in Section 14 hereto shall remain in full force and effect. 

     **17.16 Counterparts.** This Agreement may be executed in counterparts, each of which shall be deemed an original, and together shall constitute one and the same instrument. 

     **17.17          Construction.** This      Agreement shall be fairly interpreted in accordance with its terms and      without any strict construction in favor of or against either of the parties. 

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

| **SONY COMPUTER ENTERTAINMENT    AMERICA** | **EIDOS INTERACTIVE** |
|--------------------------------------------|-----------------------|
| By:                                        | By:                   |
| Print Name:                                | Print Name:           |
| Title: CEO/Exec VP                         | Title: President      |
| Date: 3/11/99                              | Date: 3/9/99          |
|                                       |                  |

**NOT AN AGREEMENT UNTIL EXECUTEDBY BOTH PARTIES**

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**Exhibit A**
**ROYALTIES**

A.**Licensed Product Per          Unit Royalty.** The      per Unit royalty due under Section 9 of the Agreement with respect to each      Licensed Product shall be [ * ] unless otherwise set forth below. 

B.**SCEA Established          Third Party Demo Disc Program Royalties:** Publisher shall pay          SCEA a per Unit royalty in United States dollars of [ * ]    for          each Unit of the Consumer Promotional Disc Program and the Trade Promotional      Disc Program manufactured. The quantity of Units ordered shall comply with          the terms of such SCEA Established Third Party Demo Disc Program. Payment          of      such royalties shall be made to SCEA in conjunction with the payment to      SCEA of the manufacturing costs for each Unit and pursuant to the terms      and conditions set forth in Sections 7.2.3 and 9 hereto and in such SCEAEstablished Third Party Demo Disc Program. 

C.**Adjustments to Licensed        Product Royalty – Hit      Title Rebate**

1.  In the event that the total purchases    by Publisher from SCEA with respect to any Licensed Product exceed the following    numbers of Units during the first three (3) years after first commercial    shipment of such Licensed Product, Publisher shall be entitled to a rebate    with respect to royalties paid by Publisher to SCEA pursuant to Section 9    of the Agreement ("Hit Title Rebate") which shall be credited to    Publisher's account as provided below, as follows:
**Volume****Royalty Rebate**  a.  [ * ]  [ * ] of    Royalty paid with respect to such Units  b.  [ * ]  [ * ] of    Royalty paid with respect to such Units  c.  [ * ]  [ * ] of    Royalty paid with respect to such Units  d.  [ * ]  [ * ] of    Royalty paid with respect to such Units  e.  [ * ]  [ * ] of    Royalty paid with respect to such Units.  
2.  SCEA shall        credit Publisher's account for the Hit Title Rebates as follows: (i)      if Publisher's initial order for a Licensed Product is less than the Hit      Title Rebate threshold        provided in C. l. a above, then SCEA shall credit Publisher's account      [ * ] days following the date that Publisher notifies SCEA that sales of      a Licensed Product exceed the Hit Title Rebate threshold, subject to SCEA's        right to confirm such information; (ii) if Publisher's initial order      for        a Licensed Product reaches or exceeds the Hit Title Rebate threshold      provided in C. l. a above, then Publisher may credit the Hit Title Rebate      amount set        forth above as a separate line item on the Purchase Order with respect      to such Licensed Product. It is Publisher's responsibility to inform SCEA      when        it reaches a Hit Title Rebate threshold, and Publisher shall not take      a Hit Title Rebate as a separate line item on a Purchase Order without      discussing  first with SCEA. 

3.  The Hit Title Rebate may not be    used in conjunction with any royalty reduction program of Sony in effect    from time to time, including but not limited to any "Greatest Hits" program,    nor shall a Hit Title Rebate be taken on a Third Party Demo Disc program    or any promotional program of SCEA. 

4.  Each    Licensed Product shall be considered independently for purposes of calculating    the Hit Title Rebate and the rebates shall be [ * ]. By way of example:

a.  If    Publisher's aggregate shipments for a single Licensed Product are less than    [ * ] Units, no rebate is available. 

 

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b. If Publisher's aggregate shipments    for a single Licensed Product exceed [ * ] but are less than [ * ] Units,    Publisher will be entitled to          receive [ * ] of the Royalty paid as a rebate with respect to the first          [ * ] Units, at the time Publisher is invoiced for such excess order,          and shall thereafter be charged a per Unit royalty of [ * ] less [          * ], until Units of the Licensed Product shipped exceed [ * ] Units. 

c. If    Publisher's aggregate orders for a single Licensed Product exceed [ * ] Units,    but are less than [ * ] Units, Publisher will receive [ * ] of the Royalty    paid as a rebate with respect to the first [ * ] Units, at the time Publisher    is invoiced for such excess order, and shall thereafter be charged a per    Unit royalty of [ * ] less [ * ] until Units of the Licensed Product shipped    exceed [ * ] Units.  Please note that in this case Publisher will    only receive a [ * ] additional rebate with respect to the first [ * ] Unitsbecause it has already received a [ * ] rebate on such Units. 

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