<PAGE>
                                                                    Exhibit 10.3

                             Distribution Agreement
                                     between
                           Infogrames Entertainment SA
                                       and
                                Infogrames, Inc.

      This Distribution Agreement (this "Agreement") is entered into by and
between Infogrames Europe SA (formerly Infogrames Multimedia SA) and Infogrames
Entertainment SA (together, "IESA") and Infogrames, Inc. ("Infogrames") as of
October 2, 20000 (the "Effective Date").

      Whereas, IESA is in the business of publishing and marketing Products and
wishes to license Infogrames to distribute, publish and market Products owned or
controlled by IESA; and

      Whereas, Infogrames wishes to obtain the right to distribute, publish and
market Products owned or controlled by IESA;

      NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereby agree as follows:

      1. Definitions

            (a)   "Chargeback" means deductions customers take against an
                  Infogrames invoice for price protection, promotions or
                  markdowns.

            (b)   "Confidential Information" means trade secrets, discoveries,
                  ideas, concepts, know-how, techniques, designs,
                  specifications, drawings, diagrams, data, computer programs,
                  business activities and operations. In order to be considered
                  "Confidential Information," the information must contain a
                  legend, such as "Confidential Information," "Confidential" or
                  "Proprietary," or if orally disclosed, such information shall
                  be considered and treated as Confidential Information only if
                  it is clearly identified at the time of disclosure as being
                  confidential and the disclosing party gives written notice
                  within 10 days after disclosure specifically reciting the
                  information orally disclosed and stating that such information
                  is Confidential Information.

            (c)   "Manufacturing Costs" means all reasonable direct costs of
                  manufacturing, including license fees paid to console product
                  manufacturers and in-bound transportation costs, for Products
                  sold and not returned.

            (d)   "Master" means a gold-master CD-ROM, cartridge or other
                  appropriate electronic medium of delivery which is of
                  sufficient quality to allow reproduction of the applicable
                  software product without any material degradation, plus the
                  applicable user manual and any and all documentation
                  reasonably necessary to exercise Infogrames' rights under this
                  Agreement, including without limitation, graphics in hard and
                  electronic copy.


                                       -1-
<PAGE>
            (e)   "Merchandise" means goods and sundries bearing the names,
                  characters, themes or based on the storylines related to any
                  Product.

            (f)   "Net Revenues" means gross revenues received by Infogrames
                  from third parties, less any returns, Chargebacks, discounts,
                  rebates, Manufacturing Costs, taxes, duties, commissions,
                  insurance and transportation costs.

            (g)   "Products" means the Products (in any format, e.g. PC,
                  Macintosh, console, video, online play) which Infogrames (and
                  its subsidiaries) has the right to distribute in the
                  Territory, whether licensed or owned by IESA (or its
                  subsidiaries), and any demonstration versions and derivative
                  works thereof, including without limitation, rights to
                  merchandising, television, film, music, hint books, strategy
                  guides, sequels, add-ons and level packs.

            (h)   "Trademarks" means the trademarks, logos, service marks, trade
                  names and other proprietary markings owned by or licensed to
                  IESA in connection with any Product.

            (i)   "Territory" means the United States, Canada and their
                  territories and possessions.

            (j)   All capitalized terms not defined herein are as defined in the
                  Securities Purchase Agreement between the parties dated as of
                  November 15, 1999.

      2.    License: IESA hereby grants to Infogrames the exclusive right to
            publish, manufacture, have manufactured, localized, adapt, market,
            advertise, promote, publicize, distribute, sell, sublicense or
            otherwise exploit the Products through all channels of distribution
            in the Territory. Upon Infogrames' request, IESA shall provide
            Infogrames with all materials reasonably necessary for Infogrames to
            localize the Products, including without limitation, source code and
            all related documentation, subject to their availability to IESA and
            to third-party approval rights, as applicable.

      3.    Trademark License: Subject to any approvals as may be required by a
            third party licensor, IESA hereby grants to Infogrames a
            royalty-free, non-exclusive, non-transferable license to use IESA's
            Trademarks in connection with the exercise of the license granted to
            Infogrames pursuant to Paragraph 2 of this Agreement. IESA's
            Trademarks and the goodwill associated therewith are and remain
            IESA's exclusive property. Infogrames shall acquire no right, title
            or interest in IESA's Trademarks or the goodwill associated
            therewith, other than the limited license and right to use IESA's
            Trademarks as set forth under this Agreement. All usage of IESA's
            Trademarks by Infogrames shall inure to IESA's benefit. Infogrames
            will use all reasonable efforts to ensure that all applicable and
            reasonably necessary Trademarks used for a Product appear clearly on
            the packaging and major advertising and promotional materials for
            such Product.


                                       -2-
<PAGE>
      4.    Purchase of Prepackaged Products: If IESA offers prepackaged
            Products, Infogrames shall be entitled to purchase such prepackaged
            Products at IESA's actual direct cost of manufacture, F.O.B.
            Infogrames' warehouse. The prepackaged Products will be purchased on
            a purchase order basis, under Infogrames standard purchase order
            terms and conditions. Royalties due IESA for the subsequent sale of
            such product are covered by the other terms and conditions of this
            Agreement including but not limited to Paragraphs 7 and 14 below.

      5.    Return of Prepackaged Products: Infogrames shall be entitled to
            return prepackaged Products purchased from IESA to IESA for a full
            refund or credit, at Infogrames' option.

      6.    Delivery of Non-Prepackaged Products: IESA will deliver as soon as
            practicable a complete English language NTSC Master of any Product
            which is licensed to Infogrames under this Agreement for manufacture
            by or for Infogrames pursuant to this Agreement.

      7.    Royalties on Products: Infogrames will pay to IESA a royalty on
            distribution of Products which are manufactured by or for Infogrames
            pursuant to the license granted herein calculated as follows:

            (a)   If a third party is entitled to royalties based on Infogrames'
                  distribution of the specific Product, then the royalty will be
                  the greater of (i) 30% of the Net Revenues Infogrames actually
                  receives from the distribution of such Product or (ii) 130% of
                  the royalty due to such third party (not including any
                  advance) actually paid by IESA to the third party for such
                  Product. IESA will inform Infogrames at the time such Product
                  is delivered to Infogrames of the amount of the royalty due to
                  such third party in writing.

            (b)   If the Product is internally developed by IESA, or any of its
                  subsidiaries, then the royalty will be 30% of the Net Revenues
                  Infogrames actually receives from the distribution of the
                  Product

            (c)   No royalties will be due from Infogrames to IESA for up to 500
                  units of each Product, to be used for promotional and
                  demonstration purposes.

            (d)   No royalties will be due from Infogrames to IESA for any
                  transfer or payment amongst IESA and its subsidiaries (and
                  their subsidiaries).

      8.    Obligation to Release Product. Infogrames shall actively commence
            marketing and selling the Products within the Territory in
            reasonable commercial quantities within three (3) months following
            Infogrames' receipt of Masters. If Infogrames shall fail to have
            commenced actively marketing and selling the Products in the
            Territory within three (3) months following the receipt of Masters
            with respect thereto, then IESA shall have the right, in addition to
            any other rights which IESA may have hereunder, upon thirty (30)
            days prior written notice to Infogrames, to declare such right
            henceforth to be nonexclusive.


                                       -3-
<PAGE>
      9.    Anti-Export Protection. Infogrames shall use commercially reasonable
            efforts not to sublicense, distribute or sell any Products to any
            distributor or customer who Infogrames knows, or could reasonably be
            expected to know, intends to resell or export the Products outside
            of the Territory. A license, sublicense, distributor or customer who
            wrongfully resells or exports Products outside of the Territory is
            referred to as an "Exporter." IESA shall have the right, in addition
            to any other rights which it may have hereunder, to require
            Infogrames to terminate any license, distribution agreement or
            arrangement with any such Exporter who is wrongfully distributing
            Products in violation of the rights of IESA.

      10.   Prohibition of Sublicensing; Derivative Works. Infogrames shall not
            sublicense any of the rights granted to Infogrames hereunder without
            IESA'S prior written consent, such consent not to be unreasonably
            withheld. Infogrames shall not exploit derivative works related to
            the Products, including without limitation rights to merchandising,
            television, film, music, hint books, strategy guides, sequels,
            add-ons and level packs, without IESA'S prior written consent, such
            consent not to be unreasonably withheld. Notwithstanding the above,
            IESA acknowledges that Infogrames maintains sublicensing agreements
            with affiliates and/or third parties in certain countries within the
            Territory as listed on Schedule A and that such sublicensing
            agreements are deemed to be pre-approved with respect to the
            publishing and distribution of Product within those countries that
            is developed by IESA or its subsidiaries. Sublicensing to original
            equipment manufacturing (OEMs) for exploitation in the Territory is
            also deemed pre-approved for Product developed by IESA or its
            subsidiaries. Such pre-approvals for sublicensing within the
            Territory do not apply to Product developed by third parties.

      11.   Approval Rights: The Products as manufactured, advertised, sold,
            distributed or otherwise disposed of by Infogrames under this
            Agreement shall be of customary quality and shall be sold and
            distributed in packaging acceptable to IESA and bearing IESA's
            Trademarks and trade names. Such packaging may indicate that the
            Products are distributed by Infogrames. Infogrames agrees to furnish
            IESA free of cost, for IESA's reasonable approval as to quality and
            style, samples of each Product together with its proposed packaging
            prior to the Product's release for sale or distribution. The Product
            shall not be sold or distributed by Infogrames without such
            approval. IESA will approve or reject samples submitted by
            Infogrames within ten (10) days of receipt of such samples: IESA's
            failure to respond to requests for approval within ten (10) days
            shall be deemed approval.

      12.   Ownership of Intellectual Property Rights. Notwithstanding anything
            contained herein to the contrary and subject to the terms of this
            Agreement, all artwork, designs and computer software embodying the
            intellectual property embodied in the Products, or any reproduction
            thereof, or any packaging or advertising materials, which are
            designed, developed and/or created by Infogrames hereunder (or any
            of its sublicenses, affiliates or subsidiaries), shall be, and
            remain IESA's (or its affected third party's, as the case may be)
            sole and exclusive property, inclusive of all copyrights and right
            to copyright therein and thereto for the life of the copyright
            therein; provided that during the term of this Agreement, Infogrames
            shall have the exclusive right, license and privilege (without any


                                       -4-
<PAGE>
            compensation to IESA except as otherwise provided in this Agreement)
            to use all such above described materials in connection with its
            exploitation, sale and distribution of the Products.

            Subject to the terms of this Agreement, Infogrames acknowledges and
            agrees that: All copyrights, trademarks and service marks and rights
            to same referred to in this Agreement in the name of and/or owned by
            and/or licensed to IESA shall be and remain the sole and complete
            property of IESA, or its affected third-party licensors, as the case
            may be; that all such copyrights, trademarks and service marks and
            rights to same in the name of or owned by any copyright proprietor
            other than IESA or Infogrames shall be and remain the sole and
            complete property of such copyright proprietor; that all trademarks
            and service marks which, and/or the right to use which, arise out of
            the license hereby granted to use the intellectual property embodied
            in the Products shall be and remains the sole and complete property
            of IESA (or its affected third-party licensors, as the case may be);
            that Infogrames shall not at any time acquire or claim any right,
            title or interest of any nature whatsoever in any such trademark or
            service mark by virtue of this Agreement or of Infogrames' uses
            thereof in connection with the Products; and that any right, title
            or interest in or relating to any such trademark or service mark,
            which comes into existence as a result of, or during the term of,
            the exercise by Infogrames of any rights granted to it hereunder
            shall immediately vest in IESA (or its affected third-party
            licensor, as the case may be).

      13.   Taxes. All amounts due hereunder include any applicable taxes and
            duties.

      14.   Payment Procedures: Infogrames will report to IESA the amount of
            royalties due within sixty (60) days after the end of each calendar
            quarter, and each such report will be accompanied by payment of such
            amount; provided, however, that Infogrames shall be entitled to
            credit the amounts to be paid by IESA to any amounts that IESA owes
            to Infogrames under the agreement or security whatsoever. All
            payments will be made in U.S. dollars.

      15.   Audit: Infogrames will keep accurate records of the basis for the
            royalty determination and will make such records available to an
            independent certified public accountant mutually agreed upon by the
            parties for inspection during normal business hours, provided
            however such inspection shall not interfere with Infogrames' normal
            business activities. Such accountant shall be under an obligation of
            confidentiality to Infogrames, and will only disclose to IESA
            whether or not the royalty reports provided to IESA by Infogrames
            were correct, and if not, the amount by which the royalty reports
            are incorrect. No other information will be provided to IESA. If
            Infogrames has underpaid the royalties due, Infogrames will promptly
            pay the underpaid amount. If Infogrames has overpaid the royalties
            due, Infogrames may elect, in its sole discretion, to either credit
            such overpayment against royalties to come due in the future or
            require IESA to refund such overpayment to Infogrames promptly.
            Inspections shall be at IESA's cost, shall not occur more frequently
            than once annually and shall not cover the same records more than
            once; provided, however, that the reasonable cost of the inspection
            will be reimbursed by Infogrames if the inspection discovers an
            underpayment in excess of ten (10%) percent.


                                       -5-
<PAGE>
      16.   IESA Warranties and Indemnity: IESA warrants and represents that
            IESA has sufficient rights to the Products to grant Infogrames the
            licenses under this Agreement and that any Product provided to
            Infogrames under this Agreement does not and will not infringe any
            third party proprietary right. If Infogrames is obligated to pay any
            third party for rights reasonably necessary to exploit its rights
            under this Agreement, IESA will reimburse Infogrames such amount
            upon Infogrames' request. IESA warrants and represents that it has
            the right to enter into this Agreement and that this Agreement and
            IESA'S performance under this Agreement will not conflict or violate
            any obligations IESA may have under an agreement with any third
            party. IESA will indemnify Infogrames, and its affiliates, officers,
            directors and employees, against claims, actions, demands,
            liabilities, losses, damages, expenses (including reasonable
            attorneys' fees and legal costs) related to alleged or actual
            infringement of third party proprietary rights by the Products and
            to alleged personal injury or property damage related to the
            Products. IESA will indemnify Infogrames, and its affiliates,
            officers, directors and employees, against any claims, liabilities,
            losses, damages, injuries, costs, expenses, causes of action,
            claims, demands, assessments and similar matters related to any
            breach of IESA's warranties.

      17.   Infogrames Warranties and Indemnity: Infogrames warrants and
            represents that it has the full power and authority to enter into
            this Agreement. Except as contemplated hereby, Infogrames warrants
            and represents that it will not assign, transfer, lease, convey or
            grant a security interest in or otherwise similarly dispose of the
            Products or any related materials. Infogrames warrants and
            represents that it shall use its reasonable best efforts to protect
            IESA's and any applicable third party's intellectual property rights
            covered by this Agreement in the Territory against infringement.
            Infogrames warrants and represents that the making of this Agreement
            and the manufacture, marketing, sale and distribution of the
            Products shall not infringe upon or violate any laws or regulations
            of any nation with the Territory; any agreement, right or obligation
            between Infogrames and any other person, firm or corporation; or any
            rights of any third party. Infogrames will indemnify IESA, and its
            affiliates, officers, directors and employees, against any claims,
            liabilities, losses, damages, injuries, costs, expenses, causes of
            action, claims, demands, assessments and similar matters related to
            any breach of Infogrames' warranties.

      18.   Conditions on Indemnity Obligations: The indemnity obligations set
            forth in this Agreement are conditioned upon the party claiming
            indemnification (the "Indemnified Party") promptly notifying the
            indemnifying party (the "Indemnifying Party") of the claim, allowing
            the Indemnifying Party to control any defense or settlement of such
            claim and assisting the Indemnified Party in the defense or
            settlement so long as the Indemnifying Party reimburses the
            Indemnified Party's reasonable expenses.

      19.   Term: The term of this Agreement will be the later of (a) seven
            years or (b) the period of time during which IESA and its
            subsidiaries hold at least twenty-five percent (25%) of the voting
            stock of Infogrames.

      20.   Termination: This Agreement may be terminated by Infogrames in its
            sole discretion upon ninety (90) days written notice to IESA. Either
            party may terminate this Agreement


                                       -6-
<PAGE>
            for a material breach by the other party which has not been cured
            within sixty days after the non-breaching party provided written
            notice of such breach to the breaching party.

      21.   Effect of Termination: Upon termination of this Agreement, the
            licenses granted hereunder will terminate, provided however, that in
            the event such termination is for other than a breach by Infogrames,
            the licenses will continue to the extent necessary for a period of
            up to six (6) months to allow Infogrames to distribute its remaining
            inventory of Products and to fulfill its obligations under any
            agreement with a third party. Paragraphs 1, 3, 7, 9, 10, 12, 14-18
            and 21-30 shall survive termination of this Agreement for any
            reason.

      22.   Assignment: Infogrames may assign all or a portion of its rights
            under this Agreement to its affiliates. In the event of a change in
            control of Infogrames to a successor entity or any of its
            affiliates, Infogrames may not assign this Agreement to any other
            third party without IESA approval. Subject to the foregoing, the
            provisions of this Agreement shall apply to and bind the successors
            and permitted assigns of the parties. Any attempted assignment or
            other transfer of this Agreement not in compliance with this
            Paragraph 22 shall be null and void and shall be deemed to be a
            material breach of this Agreement which is not capable of cure.

      23.   Confidentiality: Each party agrees that it will hold in strict
            confidence and not disclose the Confidential Information of the
            other party to any third party and to use the Confidential
            Information of the other party for no purpose other than the
            purposes expressly permitted by this Agreement. Each party shall
            only permit access to the other party's Confidential Information to
            those of its employees having a need to know and who have signed
            confidentiality agreements containing terms at least as restrictive
            as those contained in this Paragraph 23. Each party shall maintain
            the confidentiality and prevent accidental or other loss or
            disclosure of any Confidential Information of the other party with
            at least the same degree of care as it uses to protect its own
            Confidential Information but in no event with less than reasonable
            care. A party's obligations of confidentiality under this Agreement
            shall not apply to information which such party can document (i) is
            in the public domain without the breach of any agreement or
            fiduciary duty or the violation of any law, (ii) was known to the
            party prior to the time of disclosure without the breach of any
            agreement or fiduciary duty or the violation of any law, (iii) is
            independently developed by the party prior to receiving such
            Confidential Information without reference to any Confidential
            Information, (iv) is required to be disclosed pursuant to a judicial
            order, a requirement of a governmental agency or by operation of
            law, provided that such party gives the other party written notice
            of any such requirement immediately after learning of any such
            requirement, and takes all reasonable measures to avoid or limit
            disclosure under such requirements and to obtain confidential
            treatment or a protective order and has allowed such other party to
            participate in the proceeding. Upon written request by either party
            hereto, the other party shall promptly return all documents and
            other tangible materials representing the requesting party's
            Confidential Information and all copies thereof. Notwithstanding
            anything contained herein to the contrary, Infogrames reserves the
            right to publicly disclose the terms of this


                                       -7-
<PAGE>
            Agreement if it determines in good faith that this is a material
            agreement which must be filed with the Securities and Exchange
            Commission.

      24.   Governing Law: The laws of the State of New York shall govern this
            Agreement, without regard to conflicts of laws provisions thereof
            and without regard to the United Nations Convention on Contracts for
            the International Sale of Goods.

      25.   Relationship of Parties: The parties hereto expressly understand and
            agree that the parties are independent contractors in the
            performance of each and every part of this Agreement.

      26.   Amendment and Waiver. Except as otherwise expressly authorized
            herein, any provision of this Agreement may be amended and the
            observance of any provision of this Agreement may be waived only
            with the written consent of the parties.

      27.   Headings. Headings and captions are for convenience only and are not
            to be used in the interpretation of this Agreement.

      28.   Notices. All notices, statements, and reports required or permitted
            by this Agreement shall be in writing and deemed to have been
            effectively given and received; (i) five (5) business days after the
            date of mailing if sent by registered or certified mail, postage
            prepaid, with return receipt requested; (ii) when transmitted if
            sent by facsimile, provided a confirmation of transmission is
            produced by the sending machine and a copy of such facsimile is
            promptly sent by another means specified in this Paragraph 28; or
            (iii) when delivered if delivered personally or sent by express
            courier service. Notices shall be addressed as follows:

            If to IESA:                            If to Infogrames:

            Infogrames Entertainment SA            Infogrames, Inc.
            84, rue du 1er Mars 1943               417 Fifth Avenue
            Villeurbanne, 69100                    New York, New York 10016
            France                                 Attention: David J. Fremed
            Attention: Thomas Schmider             Telecopy: (212) 726-6590
            Telecopy: (011 33) 472 655116          Confirm: (212) 726-6553
            Confirm: (011 33) 472 655000

      29.   Entire Agreement. This Agreement supersedes all proposals, oral or
            written, all negotiations, conversations, or discussions between or
            among parties relating to the subject matter of this Agreement and
            all past dealing or industry custom.

      30.   Severability. If any provision of this Agreement is held to be
            illegal or unenforceable, that provision shall be limited or
            eliminated to the minimum extent necessary so that this Agreement
            shall otherwise remain in full force and effect and enforceable.

      31.   Counterparts. This Agreement may be executed in one or more
            counterparts, each of which shall be deemed an original, but all of
            which taken together shall constitute one and the same instrument.


                                       -8-
<PAGE>
      IN WITNESS WHEREOF, the Parties have executed this Agreement on the
Effective Date.

INFOGRAMES ENTERTAINMENT S.A.                INFOGRAMES, INC.

By:      /s/ Bruno Bonnell                   By:      /s/ David J. Fremed
         --------------------------                   --------------------------

Name:    Bruno Bonnell                       Name:    David J. Fremed
         --------------------------                   --------------------------

Title:   CEO                                 Title:   Sr. VP & CFO
         --------------------------                   --------------------------


                                       -9-
<PAGE>
                                   SCHEDULE A

                     PRE-APPROVED SUBLICENSING ARRANGEMENTS

<TABLE>
<CAPTION>
                                                              AFFILIATION WITH
COUNTRY/TERRITORY                      ENTITY                INFOGRAMES (IF ANY)
-----------------                      ------                -------------------
<S>                                    <C>                   <C>
None.
</TABLE>


                                      -10-
<PAGE>
                          INFOGRAMES INTERACTIVE, INC.
                                 50 Dunham Road
                               Beverly, Ma. 01915

                                                               November 12, 2002

Infogrames, Inc.
417 Fifth Avenue
New York, New York 10016

      Re:   Distribution Agreement

Gentlemen:

      Reference is made to the Distribution Agreement (the "Inter-Company
Distribution Agreement") between and among Infogrames Europe, SA and Infogrames
Entertainment, SA (together, "IESA") and Infogrames, Inc. ("Inc.") dated as of
October 2, 2000. Capitalized terms used herein without definition have the
meanings provide in the Inter-Company Distribution Agreement. The undersigned
parties hereby agree as follows:

      1. Although Infogrames Interactive, Inc. ("I-Cubed"), which is a
wholly-owned subsidiary of IESA, is not a signatory to the Inter-Company
Distribution Agreement, at all times since I-Cubed became a subsidiary of IESA
(i.e., as a result of the purchase by IESA of Hasbro Interactive, Inc., now know
as I-Cubed), the undersigned parties have been operating under and have
considered themselves bound by all terms and conditions contained in the
Inter-Company Distribution Agreement which are applicable to IESA or any
subsidiary thereof, including without limitation, those set forth in paragraph 3
below.

      2. I-Cubed hereby agrees to be bound by all of the provisions of the
Inter-Company Distribution Agreement which are applicable to IESA or any
subsidiary thereof, including without limitation, (i) the exclusive right of
Inc. to publish, manufacture, have manufactured, localize, adapt, market,
advertise, promote, publicize, distribute, sell, sublicense or otherwise exploit
all Products which I-Cubed has the right to distribute in the Territory, whether
licensed or owned by I-Cubed, through all channels of distribution in the
Territory under Section 2 thereof, (ii) Inc.'s royalty free license to use
I-Cubed's Trademarks under Section 3 thereof, and (iii) Inc.'s right to purchase
prepackaged Products from I-Cubed under Section 4 thereof.


                                        1
<PAGE>
                                            INFOGRAMES INTERACTIVE, INC.

                                            By:  /s/ Lisa S. Rothblum
                                                 -------------------------------
                                                 Name:   Lisa Rothblum
                                                         -----------------------
                                                 Its:    Senior Vice President
                                                         -----------------------

ACKNOWLEDGED AND AGREED:

INFOGRAMES, INC.

By:   /s/ Lisa S. Rothblum
      ----------------------------------
      Name:    Lisa Rothblum
               -------------------------
      Its:     Senior Vice President
               -------------------------

INFOGRAMES ENTERTAINMENT, SA

By:   /s/ Bruno Bonnell
      ----------------------------------
      Name:    Bruno Bonnell
               -------------------------
      Its:     CEO
               -------------------------

INFOGRAMES EUROPE, SA

By:   /s/ Bruno Bonnell
      ----------------------------------
      Name:    Bruno Bonnell
               -------------------------
      Its:     CEO
               -------------------------


                                        2