Software License Agreement

                                     between

                         Conspiracy Entertainment Corp.,
               612 Santa Monica Blvd., Santa Monica, CA 90401, USA
                 - in the following referred to as "Licensee" -

                                       and

                   Constant Entertainment LLP -- SEGA Limited,
                  445 Bryan Avenue, Sunnyvale, CA 94086, USA -
                  in the following referred to as "Licensor" -

                        relating to the software product
                               dated July 07, 2003

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PREAMBLE:

(A)   Licensee is in the business of developing, producing, distributing and
      licensing rights in certain computer games.

(B)   Licensor wishes to grant a license to Licensee and the rights in those
      computer games to enable Licensee to duplicate, market, distribute and
      otherwise exploit the computer games.

(C)   Licensor has entered into an agreement with Sega Japan for the exclusive
      rights to the products as outlined and defined in this agreement and under
      the same terms and conditions as outlined and defined in this agreement.
      Licensor has the full and complete rights to sublicense the products to
      Licensee (Conspiracy) for exclusive publishing in the licensed territories
      as outlined and defined in the agreement.

1.    DEFINITIONS

      1.1   In this Agreement (including the Schedules), the words and phrases
            set out in the first column shall have the meanings set out opposite
            to them in the second column: the advance payments to be made by
            Licensee to Licensor in the amounts and on the times set out in
            Schedule 4; an executable version of a computer game program
            containing mostly completed graphics (not finished graphics may be
            substituted by graphics of temporary nature), mostly complete set of
            sound effects and speech samples, all basic game play functions
            implemented and working, all game levels/worlds/areas implemented;
            manual, box, posters (all in printed and digital, editable form),
            videos and other materials that may be helpful for Licensee to
            market and exploit the Product. an executable version of a computer
            game program including all features but still not debugged and/or
            tested; instructional manuals and other documentation to be provided
            for use by the end-user of a computer game; English Final Master
            shall mean an executable English version of the Product (operating
            on PAL format) which Licensee and Sony Computer Entertainment of
            Europe (SCEE) shall deem sufficiently complete and correct to be
            released for manufacturing and commercial distribution. Advances
            Alpha Version

            Artwork
            Beta Version
            End-user Documentation


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            Intellectual Property Rights any copyrights, trade marks, patents,
            trade secrets or other intellectual property rights which subsist in
            or in relation to the Product or any of the Licensor's Materials
            which are used in connection with the packaging, advertisement or
            marketing of the Product.

Licensor's Materials Online-Sales Option Period
the items listed in Schedule 3 together with all materials which are reasonably
required by Licensee for the purposes of manufacture, marketing and exploitation
of the Product; direct distribution of any product as a data stream to
individual end-users over an electronic network, such as cable, satellite or
telephone networks including the internet.
the period specified in Schedule 6;

   Platform      the Platform for each Product stated in Schedule 1;

   Products      the computer games products listed in Schedule I
                 (including all End-user Documentation relevant to each game);

   Royalties     the license fee stated in Schedule 4;

   Sequels       other products made available by Licensor for commercial
                 release during the Option Period where such products are
                 sequels to or form a part of the same series as the Product;

   Territory     the territories listed in Schedule 2;

   Term          the term of this Agreement is listed in Schedule 6; it
                 shall commence from the signature of this Agreement until
                 expiry of the therein stated period after release of the
                 Product.

2.    GRANT OF RIGHTS

      2.1   Licensor grants to Licensee an exclusive license to reproduce,
            market, distribute, sell and otherwise exploit (including, but not
            limited to, via Online-Sales), in the Territory, the Product.

      2.2   During the Option Period, Licensee shall have the first right to be
            granted exclusive licenses in the Territory for any Sequel and or
            new titles under the Sega value brand.

      2.3   Clause deleted

      2.4   Clause deleted.


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      2.5   For marketing purposes, Licensor grants to Licensee a non-exclusive
            royalty-free license during the Term of this Agreement to use any
            trademarks owned or controlled by Licensor or licensed to Licensor
            in connection with the advertising, promotion and distribution of
            the Product.

3.    DURATION

      3.1   This Agreement commences on the date of this Agreement and shall,
            except as otherwise provided herein, continue in force until the
            expire of the Term of this Agreement.

      3.2   Where Licensee accepts the grant of an exclusive license under
            Clauses 2.2., such licenses shall commence on the date of the
            respective agreement and shall expire on the date specified in
            Schedule 6.

4.    DELIVERY OF LICENSOR'S MATERIALS TO LICENSEE

      4.1   Licensor shall deliver to Licensee the English Final Master and the
            Licensor's Materials as specified in Schedule 3.

      4.2   Clause deleted

      4.3   The English Final Master and the Licensor's Materials shall be sent
            by Licensor via standard freight service or Federal Express and the
            costs of such shall be borne by Licensor unless Licensee requests
            that delivery be expedited in which case any additional costs shall
            be borne by Licensee.

      4.4   Licensor grants to Licensee a royalty-free non-exclusive license to
            use any of the Licensor's Materials for the purposes of this
            Agreement.

5.    PAYMENT

Advances

      5.1   Licensee shall pay to Licensor the Advances as by wire remittance to
            the bank account of licensor as described in Schedule 4. In a timely
            manner prior to any such payment, Licensor shall deliver to Licensee
            an appropriate invoice.

      5.2   The Advances shall be treated as an advance payment of the Royalties
            and shall be credited against the first Royalties which are to be
            paid by Licensee to Licensor until the Advances have been recouped
            in full.

Royalties

      5.3   In relation to each copy of the Product sold by Licensee, Licensee
            agrees to pay Licensor the Royalties by wire remittance to the bank
            account of licensor as set out in Schedule 4. No Royalty or other
            compensation shall be payable by Licensee to Licensor with respect
            to (i) Product units used for promotional purposes or furnished free
            to the trade, press or for public relations use and provide the
            description such free use for a revenue statement under clause 5.5;


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      5.4   Where Licensee accepts the grant of an exclusive license under
            clause 2.2., the parties shall negotiate in good faith the level of
            any payments to be paid to Licensor by Licensee.

Time and Method of Payment

      5.5   A revenue statement providing an itemized description of the
            calculation of all payments due and free Product units under clause
            5.3 ("Royalty Statement") shall be forwarded to Licensor within 30
            calendar days after the end of each calendar quarter.

      5.6   Based on each Royalty Statement, Licensor shall deliver to Licensee
            an appropriate invoice. Except as otherwise provided herein, all
            payments due under this clause 5 shall be made within 30 calendar
            days.. Unless otherwise agreed, all payments shall be made by wire
            remittance in United States Dollars to the account of Licensor set
            out in Schedule 4.

      5.7   All sums payable under this Agreement shall be free and clear of,
            and made without deduction for, any taxes imposed by, or under the
            authority of, any Government or public authority except as stated in
            clause 5.9.

      5.8   During the term of this agreement and for 2 years thereafter,
            Licensee shall keep full and accurate books of account and copies of
            all documents and other material relating to this Agreement at
            Licensee's principal office, which are necessary for a ready
            detennination of royalty obligations due by Licensee (collectively
            "Account Records"). Licensor, through a certified public accountant
            or similar, shall have the right to inspect, such books, documents,
            and other materials upon reasonable notice to Licensee during
            business hours and to take relevant copies of or extracts from such
            books and records. Any information about the business of Licensee
            which may be obtained by Licensor as a result of any such inspection
            and which does not relate to the Product shall be kept confidential
            by Licensor and its authorized representative.

            If any inspection reveals that Licensee has failed properly to
            account and pay royalties owing to Licensor hereunder, and the
            amount of any royalties which Licensee has failed properly to
            account for and pay for exceeds five percent (5%) of the royalties
            actually accounted for and paid to Licensor for such period,
            Licensee shall, in addition to paying Licensor such past due
            royalties, reimburse Licensor for its reasonable expenses incurred
            in conducting the inspection, together with interest on the overdue
            royalty amount at a rate of five percent (5%) per year.

      5.9   To the extent necessary to comply with the laws, rules and
            regulations of the United States, and any treaties between the
            United States and any countries outside the United States in
            Territory, Licensee shall be entitled to withhold foreign
            withholding taxes at the applicable rate (presumably 10%) set forth
            in such treaties payable by Licensor to such relevant tax authority;
            provided, however, that within one hundred eighty (180) days after
            the date of any payment of such foreign withholding tax withheld by
            Licensee in respect of any payment herein, Licensee shall furnish to
            Licensor the original or a copy of a receipt evidencing payment
            thereof in a form acceptable to the government of the foreign
            country or other relevant local tax authority, certifying the fact
            that such tax has been duly paid and account to Licensor for its
            pro-rata share of such tax credit, if any. Without limiting the
            aforesaid, if for any reason Publisher does not withhold such taxes,
            then Licensor agrees to pay said taxes within thirty (30) days of
            notice from Licensee. If Licensor does not pay said taxes and the
            relevant tax authority holds Licensee liable, then Licensee may keep
            Licensor's Royalties and/or Advances for said liability and Licensor
            agrees to indemnify Licensee for any liability not covered by
            Royalties and/or Advances kept by Licensee within thirty (30) days
            of Licensee's notice thereof


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6.    INTELLECTUAL PROPERTY RIGHTS

      6.1   All the Intellectual Property Rights so far as they relate to the
            Products or the Licensor's Materials are and shall remain the sole
            property of Licensor.

      6.2   All the Intellectual Property Rights so far as they relate to any
            materials created by Licensee (e.g. Artworks, ads, promotional
            materials, translations etc.) shall upon creation vest in Licensee.

      6.3   Licensor grants to Licensee a non-exclusive license to use any of
            the Intellectual Property Rights in the Territory for the purposes
            of exercising its rights and performing its obligations under this
            Agreement.

      6.4   Licensee may, at its own expense, take all reasonably necessary and
            appropriate actions to prevent the unauthorized reproduction or
            distribution of the Products in the Territory which come to its
            attention and, at the expense of Licensee, may file law suits or
            commence other appropriate proceedings against any other third party
            which is infringing, within the Territory, any of the Intellectual
            Property Rights so far as they relate to the products. Licensee
            shall accordingly immediately notify Licensor in regard to any of
            the foregoing and shall work in conjunction with Licensor to correct
            such infringement. In the event Licensee fails to take any such
            actions against third parties within 30 days of notification to
            Licensor, then Licensor may, upon written notice to Licensee, itself
            take all reasonably necessary and appropriate actions to prevent
            such infringement, in which case Licensee will at the expense of
            Licensor provide such assistance as Licensor may reasonably request
            in relation to any such infringement.

7.    OBLIGATIONS OF LICENSOR AND LICENSEE

      7.1   Licensee shall have responsibility for the operational items (and
            such costs as are associated with them) set out in Schedule 5.

      7.2   Licensor undertakes from time to time during the course of this
            Agreement, at the request of Licensee, to render to Licensee
            technical assistance in connection with the manufacture of the
            Product. Licensor shall use its best efforts to solve any technical
            support problems.

      7.3   Licensee will use at all times its reasonable endeavors to market
            and distribute the Product in the Territory provided that, if
            Licensor and Licensee jointly determine that the sales life of the
            Product has ended, Licensee may terminate all sales, marketing
            distribution and other commercial exploitation of that Product upon
            written notice to Licensor.

      7.4   Licensor shall present to Licensee an official letter from Sega
            Japan stating that Licensor has obtained the exclusive rights to the
            Products (as listed in this agreement) from Sega Japan for the
            territories of North America and Europe. Licensor has the rights
            from Sega Japan to sublicense the Product to Licensee (Conspiracy)
            for publishing.

      7.5   Licensee shall deliver to Licensor 10 sample copies of the Product,
            free of Royalty, within and timely manner after release.

      7.6   Licensor is fully responsible for paying all advances owed, all
            royalties owed and royalty statements to Sega Japan per the
            agreement.


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      7.7   Licensor shall place or cause to be placed on and in the Product and
            it's packaging Artwork and End-user Documentation and shall encode
            into the title screen of the Product wording to the effect that they
            are published by Licensee and an appropriate copyright notice in
            such form, size and location as Licensee shall announce to Licensor
            and in accordance with the SCEE Source Book 2 within 10 calendar
            days after signature of this Agreement.

      7.8   The Product shall be marketed under the names of Licensee and
            Licensor together. Licensor grants to Licensee a non-exclusive
            royalty free license during the ten, of this Agreement to use any
            trade marks owned or controlled by Licensor or licensed to Licensor
            in connection with the advertising, promotion and distribution of
            the Product. This shall include reproducing such trademarks,
            together with Licensee's own trademarks on the packaging, End-user
            Documentation and title screen for and on all marketing and
            promotional materials relating to all Products.

8.    CONFIDENTIALITY

      8.1   The parties hereto undertake and agree with each other to keep
            confidential at all times during and after expire or termination of
            this Agreement and not at any time to disclose, copy, dispose of or
            otherwise make use of or permit any person to make use of any
            information relating to the technology, technical processes,
            business affairs or finances of the other party unless such
            information is required to be given by law and in such case the
            party providing the information shall notify the other of the
            details within seven (7) days of date of such provision.

      8.2   In this Clause 8 the "recipient party" shall mean the party
            receiving such information. The obligations referred to in this
            Clause shall not extend to any information which:

            8.2.1 is or shall become generally available to the public otherwise
                  than by reason of a breach by the recipient party of the
                  provisions of this Agreement; or

            8.2.2 is known to the recipient party and is at its free disposal
                  prior to its receipt from the other party; or

            8.2.3 is independently developed by the recipient party or any
                  company within its group of companies from time to time
                  without access to the confidential information disclosed under
                  this Agreement.

      8.3   Each party agrees that this obligation shall continue in force
            without limit in point of time notwithstanding the termination of
            this Agreement for any reason.

9.    TERMINATION

      9.1   Either party shall be entitled to terminate this Agreement with
            immediate effect by giving written notice of termination to the
            other if:

            9.1.1 the other commits a material breach of this Agreement which in
                  the case of a breach capable of remedy shall not have been
                  remedied within thirty (30) days of the receipt by the other
                  of a written notice identifying the breach and requiring its
                  remedy; or


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            9.1.2 any payment due by the other party shall be outstanding for
                  more than 30 business days; or

            9.1.3 the other has stopped payment of, or is unable to pay its
                  debts or being an individual is declared bankrupt; or

            9.1.4 the other compounds with or convenes a meeting of its
                  creditors or some action is taken to terminate its business;
                  or

            9.1.5 the other has a receiver, administrative receiver, liquidator
                  or provisional liquidator appointed over all or any part of
                  its assets; or

            9.1.6 an event takes place which would entitle the appointment of a
                  receiver over the assets of the other party or which could
                  cause any floating charge on its assets to crystallize; or

            9.1.7 a petition is presented or an order is made or a resolution is
                  passed for the winding up of the other party or a meeting is
                  convened for the purpose of winding it up; or

            9.1.8 any event analogous to the events described in Clause 9.1.3 to
                  9.1.7 shall occur in any jurisdiction in which the other party
                  is incorporated or resident or carries on business, or if the
                  other party for any reason ceases to carry on business.

      9.2   Licensee shall be entitled to terminate this Agreement with
            immediate effect by giving written notice of termination to Licensor
            if:

            -     Licensor fails to deliver the complete Licensor's Materials
                  and English Final Masters on the dates set out in Schedule 3.

            -     if the Product concept is rejected by Sony Computer
                  Entertainment or the Product is not granted approval for
                  commercial production and release by Sony Computer
                  Entertainment of Europe on or before as specified in Schedule
                  3. The termination shall be limited only for the specific
                  product (sku) not receiving the approval.

            -     Licensor fails to comply with it's warranties and/or
                  obligations as stated in clause 11 of this Agreement.

      For the avoidance of doubt, any provisions in this clause 9.2 shall deem
      being not capable of remedy.

10.   CONSEQUENCES OF TERMINATION

      10.1  Upon the termination of this Agreement for any reason:

            10.1.1 the rights of either party against the other which have
                  accrued up to the date of termination shall not be affected;

            10.1.2 all monies owing to either party shall become immediately due
                  and payable; 10.1.3 the provisions of clauses 6.2, 8, 10 and
                  11 shall continue to apply.


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      10.2  If Licensee has stocks of or is in the course of production of or
            has unfulfilled orders for Product units at the date of termination,
            Licensee may only for a period of six months following termination
            sell such stocks, continue with such production and sell the
            resulting stocks and fulfill such orders on the terms of this
            Agreement.

      10.3  In the event of a termination under clause 9.2, Licensor has to
            refund all payments made by Licensee to Licensor under this
            agreement (for the non-approved product) shall be refunded within 30
            calendar days after receipt of Licensee's written notice of
            termination.

11.   WARRANTIES, INDEMNITY AND RELATED OBLIGATIONS

      11.1  Either party warrants that it has the full power and authority to
            enter into this agreement and to fully perform it's obligations
            hereunder.

      11.2  Licensor warrants that the Intellectual Property Rights as far as
            they relate to the Product, the English Final Master or the
            Licensor's Materials are owned legally and beneficially by or are
            properly licensed by Licensor. If any of the Intellectual Property
            Rights so far as they relate to the Product, the English Final
            Master or the Licensor's Materials are owned by third parties,
            Licensor confirms that the entry into this Agreement does not give
            rise to the breach of any arrangement or agreement with any third
            party and that it does not require any such third party's consent.

      11.2  In the event of the termination of any license for Licensor to use
            or license any third party owned intellectual property rights,
            Licensor shall:

            11.2.1 immediately notify Licensee of such termination; 11.2.2
                  reimburse all payments relating to the Product.

            11.2.3 indemnify and hold Licensee harmless from any claims, suits,
                  losses, liability, cost or expense and damage suffered by
                  Licensee arising out of or connected in any way with such
                  termination of any license.

      11.3  Licensor warrants that the Licensor's Materials and the English
            Final Masters shall be free of any material defect such as would
            prevent the Product being played on the Platform. In the event of
            the Licensor's Materials and/or the English Final Masters containing
            a defect for which Licensor is responsible pursuant to this clause
            Licensor shall:

            11.3.1 reimburse to Licensee the cost of replacing and/or destroying
                  defective Products;

            11.3.2 provide in a timely manner such assistance as is necessary to
                  remove the defect(s) from the Products, including the
                  provision of a new English Final Master.

            11.3.3 indemnify and hold Licensee harmless from any claims, suits,
                  losses, liability, cost or expense and damage suffered by
                  Licensee arising out of or connected in any way with such
                  defect of the Licensor's Materials and/or the English Final
                  Masters.


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      11.4  Licensor shall be liable for and will indemnify Licensee (together
            with its officers, servants and agents) against any and all
            liability, losses, damages, costs, legal costs, professional and
            other expenses of any nature whatsoever incurred or suffered by
            Licensee whether direct, indirect or consequential (including but
            without limitation any economic loss or other loss of profits,
            business or goodwill) arising out of any dispute or whether
            contractual or tortious or other claims or proceedings brought
            against Licensee by a third party claiming relief against Licensee
            by reason of the manufacture, use, sale or other exploitation of the
            Product, the English Final Master or Licensor's Materials by
            Licensee insofar as such claims may arise from (i) any breach of
            this Agreement by Licensor; (ii) any infringement by the Product,
            the English Final Master or the Licensor's Materials of any
            intellectual property rights of any third party.

      11.5  Limitation of Licensees liability: IN NO EVENT SHALL LICENSEE OR ITS
            AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE
            LIABLE FOR PROSPECTIVE PROFITS OR ANY SPECIAL, INCIDENTAL OR
            CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
            AGREEMENT, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT
            BY LICENSEE, THE USE OF THE PRODUCT, ANY LICENSED SUB-LICENSEE OR
            END USERS, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING
            NEGLIGENCE), INDEMNIFY, PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT
            SHALL LICENSEE'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS
            AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT
            DAMAGES, EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR UNDER
            THIS AGREEMENT.

12.   ASSIGNMENT

      12.1  Upon approval of Licensor, which shall not be unreasonably withheld,
            Licensee may assign, sub-contract and/or sub-license its rights and
            obligations, it's benefit's and burdens under this Agreement in
            whole or in part, including, but not limited to, the payment of
            royalties and providing of royalty reports to Licensor, and such
            assignment or assumption of any such rights or obligations may be
            done without Licensor's consent.

      12.2  This Agreement shall be binding upon the successors and assigns of
            the parties hereto and the name of a party appearing herein shall be
            deemed to include the names of its successors and assigns provided
            always that nothing herein shall permit any assignment by either
            party except as expressly provided herein.

13.   GOVERNING LAW AND DISPUTES

      This Agreement and the Schedules shall be construed in accordance with the
      laws of the United States and the State of California applicable to
      agreements executed and wholly performed therein. The parties hereto agree
      that any dispute arising out of or relating to this Agreement may be
      instituted and prosecuted in the courts of competent jurisdiction of the
      State of California located in Los Angeles County, and the parties hereto
      irrevocably submit to the jurisdiction of said courts and waive any rights
      to object to or challenge the appropriateness of said forums. Licensor
      hereby agrees to accept service of process pursuant to the notice
      provisions hereunder and waives any and all objections to venue,
      jurisdiction or service of process.


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14.   SURVIAL

      Should a provision of this agreement be invalid or become invalid or
      should this agreement contain an omission, then the legal effect of the
      other provisions shall not thereby be affected. Instead of the invalid
      provision a valid provision is deemed to have been agreed upon which comes
      closest to what the parties intended commercially; the same applies in the
      case of an omission.

15.   GENERAL

      15.1  This Agreement embodies and sets forth the entire agreement and
            understanding of the parties and supersedes all prior oral or
            written agreements understandings or arrangements relating to the
            subject matter of this Agreement. Neither party shall be entitled to
            rely on any agreement, understanding or arrangement which is not
            expressly set forth in this Agreement.

      15.2  This Agreement shall not be amended, modified, varied or
            supplemented except in writing signed by duly authorized
            representatives of the parties.

      15.3  No failure of either party to exercise, and no delay by it in
            exercising, any right, power or remedy in connection with this
            Agreement will operate as a waiver of the same, nor will any single
            or partial exercise of any such right, power or remedy preclude any
            other or further exercise of the same or of any other such right,
            power or remedy. Any express waiver of any breach of this Agreement
            shall not be deemed to be a waiver of any subsequent breach. The
            rights and remedies provided in this Agreement are cumulative and
            are not exclusive of any rights or remedies provided by law.

16.   NOTICES IN WRITING

      16.1  Any notice or other document to be given in connection with or under
            this Agreement shall be in writing, in the English language, and
            shall be signed by or on behalf of the party giving it (a "Notice").

      16.2  A Notice may be served by hand delivery, first class post or express
            or other fast postal service or facsimile to the address and
            facsimile number set out below for a party or such other address as
            the party may from time to time designate by written notice to the
            other:

            Address of Licensor:  Constant Entertainment, LLP
                                  445 Bryan Avenue
                                  Sunnyvale, CA 94086
            Attention:            Philip Ho, Managing Partner
            Telephone No.:        408.314.0272
            Facsimile No:         408.733.7274
            E-Mail:               pdho@msn.com


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            Address of Licensee:  Conspiracy Entertainment Corp.
                                  612 Santa Monica Blvd.
                                  Santa Monica, CA 90401, USA
            Attention:            Sirus Ahmadi, President & CEO
            Telephone No.:        +1-310-260-6150 Ext. 120
            Facsimile No:         +1-310-260-1450
            E-mail:               sirus@conspiracygaines.com


Agreed to by:                                        Agreed to by:

CONSTANT ENTERTAINMENT                          CONSPIRACY ENTERTAINMENT CORP.


 /s/ Philip Ho                                  /s/ Sirus Ahmadi
---------------------------                     --------------------------------
Philip Ho, Managing Partner                     Sirus Ahmadi, President
Date: July 22, 2003                             Date: July 21, 2003



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                             SCHEDULE I THE PRODUCT



TITLE                  FORMAT      LANGUAGE     PLATFORM
-------------------    ------      --------     ------------------
Phantasy Star Gen 1    PAL         English      Sony PlayStation 2
Monaco GP              PAL         English      Sony PlayStation 2
Fantasy Zone           PAL         English      Sony PlayStation 2
Space Harrier          PAL         English      Sony PlayStation 2
Golden Axe             PAL         English      Sony PlayStation 2
Bonanza Bros           PAL         English      Sony PlayStation 2
Gain Ground            PAL         English      Sony PlayStation 2
Alex Kid               PAL         English      Sony PlayStation 2
Bare Knuckles          PAL         English      Sony PlayStation 2
Phantasy Star 2        PAL         English      Sony PlayStation 2
Phantasy Star 3        PAL         English      Sony PlayStation 2
Tanto 3                PAL         English      Sony PlayStation 2
Virtua Racing          PAL         English      Sony PlayStation 2
Last Bronx             PAL         English      Sony PlayStation 2


                            SCHEDULE 2 THE TERRITORY

EUROPE AND ALL FURTHER NTSC TERRITORIES AS DEFINED IN THE SONY COMPUTER
ENTERTAINMENT OF EUROPE ("SCEE") 3" PARTY PUBLISHERS AGREEMENT.



                                   SCHEDULE 3
             THE LICENSOR'S MATERIALS, DELIVERABLE FINAL MASTERS AND
                           RESPECTIVE DELIVERY DATES:

English Final Master (PAL format), tested and bug-free meeting SCEE requirements
regarding it's approval for commercial production and release. Such English
Final Master shall be delivered by Licensor to Licensee on or before

Electronic readable End-user Documentation including it's design and layout in
editable form. Such documentation shall be delivered in English language (if not
available: in Japanese) by Licensor to Licensee on or before


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o     Electronically readable packaging and label Artwork including texts and
      contents in editable form. Such materials shall be delivered in English
      language (if not available: in Japanese) by I.Licensor to Licensee on or
      before

o     Press related materials (in English or Japanese language), e.g. sales
      videos, screenshots, sales sheets and any other materials that would be
      helpful for Licensee to market the products no later than


                               SCHEDULE 4 ADVANCE

$60,000 (Sixty Thousand United States Dollars) per each title
$840,000 (eight hundred forty thousand United States Dollars) for all 14
(fourteen titles)

Total Advance across all sku's shall be $840,000 (eight hundred forty thousand
United States Dollars. The advance shall be cross collateralized across all
sku's and the United States territory which is covered in a separate agreement
between the parties.

UNIT ROYALTY
------------
US $1.15 per each unit sold

GUARANTEED UNITS
Advance shall be fully recoupable against the advance

ADVANCE PAYMENT SCHEDULE

30% and/or US$252,000 (two hundred fifty two thousand United States Dollars)
upon signature of this agreement

o     30% of the advance upon concept approval of the each Product by Sony
      Computer Entertainment of America. Example: If one product receive concept
      approval, the payment shall equal $18,000 (eighteen thousand United States
      Dollars). 40% of the advance) upon concept approval of each Product by
      Sony Computer Entertainment of America for commercial production.

o     For the avoidance of doubt, all advances will be refunded to Licensee by
      Licensor if the Product concept is rejected by Sony Computer Entertainment
      of Europe and/or the Product is not getting approval for commercial
      production and release by Sony Computer Entertainment of Europe of or
      before the date as specified in Schedule 3. In the case of non-approval,
      any payment already made to Licensor may be offset with any other sku per
      the Licensing Agreements with Constant Entertainment & Conspiracy
      Entertainment.


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<PAGE>


 LICENSOR BANK INFORMATION

 Bank Name:      Bank Of America
 Address:        333 N. Santa Cruz Avenue Los Gatos, CA
 Account No.:    01425-03464
 Account Name:   Constant Entertainment


                                   SCHEDULE 5
                     LICENSEE'S OPERATIONAL RESPONSIBILITIES

Marketing, Manufacturing, Distribution, Publishing


                            SCHEDULE 6 AGREED DETAILS

ITEM                 CLAUSE          DETAILS
-----------------    -----------     ------------------------------------------
Term of Agreement    Definitions     Commencing on the date of signature
                                     till expiration of 48 months after release
                                     of the Product

Option Period        Definitions     Commencing on the date of signature
                                     till expiration of 24 months after release
                                     of the Product



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