LICENSED PUBLISHER AGREEMENT

LICENSED  PUBLISHER  AGREEMENT,  entered  into as of the 2nd day of October 2000
(the "Agreement" or 'TPA"), by and between SONY COMPUTER  ENTERTAINMENT  AMERICA
INC.,  with  offices  at 919 E.  Hillsdale  Boulevard,  Foster  City,  CA  94404
(hereinafter  "SCEA"), and Conspiracy  Entertainment,  with offices at 604 Santa
Monica Blvd., Santa Monica, CA 90401 (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 rights
used in connection with the Player.

WHEREAS,  Publisher  desires to be granted a  non-exclusive  license to publish,
have  manufactured,  market,  distribute and sell Licensed  Products (as defined
below) pursuant to the terms and conditions set forth in this Agreement.

WHEREAS,  SCEA is willing,  on the tenms and subject to the  conditions  of this
Agreement, to grant Publisher the desired non-exclusive license to publish, have
manufactured,  market,  distribute and sell Licensed Products in accordance with
the terms and conditions of this 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:

    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 depicting any 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 time to 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 LPA Amended 5/24/00 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 promotional purposes of SCEA.

      1.4   "Consumer Promotional Disc Program" shall have 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 companies of 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 of Executable 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 the ability to  communicate  with the  software
resident in the Player.

      1.8   "Generic  Line"  shall have 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 provided by SCEA to Publisher.

      1.10  "Hit Title  Rebate"  shall have 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 registrations with respect thereto,  and
all renewals and extensions thereof.


                                -1- CONFIDENTIAL
<PAGE>


      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
shall  consist of one product  developed  for the Player per Unit, in final form
developed  exclusively for the Player.  Publisher shall have no right to package
or bundle more than one product developed for the Player in a single Unit unless
separately agreed with SCEA.

      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),  Canada and Mexico,  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 LPA Amended 5/24/00 manufacturing and assembly of Licensed
Products,  Packaging, Printed Materials and their component pans, 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.


                                -2- CONFIDENTIAL
<PAGE>


      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.

      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 retail or 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 LPA Amended 5/24/00 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 PlayStation Discs constituting such Licensed Product
game title.


                                -3- CONFIDENTIAL
<PAGE>


      1.39  "Wholesale  Price" or "WSP"  shall mean the greater of (i) the first
published  price of the  Licensed  Product  offered to retailers by Publisher as
evidenced by a sell sheet or price list issued by Publisher,  or (ii) the actual
price paid by retailers upon the first commercial shipment of a Licensed Product
without  offsets,  rebates or  deductions  from invoices of any kind.

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.    Development of 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
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
forth herein. 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.    Limitations on 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 expressly  permitted 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 LPA
Amended  5/24/00  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.  Notwithstanding  this limitation,  Publisher may  electronically
transmit  Executable Software from site to site, or from machine to machine over
a computer network, for the sole purpose of facilitating  development;  provided
that no right of  retransmission  shall  attach  to any such  transmission,  and


                                -4- CONFIDENTIAL
<PAGE>


provided further that Publisher shall use reasonable security measures customary
within  the  high  technology  industry  to  reduce  the  risk  of  unauthorized
interception or  retransmission of such  transmissions.  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)  except  as
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 to restrict 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.  Notwithstanding  the  foregoing,  Publisher  shall  not
distribute or transmit  Product  Software  which is intended to be used with the
Player 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 computers or other
devices, except as otherwise permitted in Section 4.2 hereto.

      4.4   Additions to and Deletions From Licensed  Territory.  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 the  deleted  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 Standards for 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 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 Submission of Product  Proposal.  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 LPA Amended  5/24/00  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- CONFIDENTIAL
<PAGE>


            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   re-submit  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-submitted  by  another  Licensed  Publisher  or  Licensed  Developer  without
significant,  substantive  revisions.  Publisher  shall notify SCEA  promptly in
writing  in the event of any  material  proposed  change in any  portion  of the
Product  Proposal.  SCEA's  approval of a Product  Proposal  shall not  obligate
Publisher to continue with  development  or production of the proposed  Licensed
Product,  provided that Publisher must immediately  notify SCEA in writing if it
discontinues,  cancels or otherwise delays past the original  scheduled delivery
date the development of any proposed Licensed Product.  If Publisher  licenses a
Licensed Product from a Licensed Developer,  it shall immediately notify SCEA of
such  license,  and SCEA will inform  Publisher  as to the status of the Product
Proposal and Review Process for such Licensed  Product and this Agreement  shall
govern  the  approval   process  of  such   Licensed   Product  after  any  such
notification.  SCEA shall have no  obligation  to approve any  Product  Proposal
submitted by Publisher,  and any development conducted by or at the direction of
Publisher shall be at Publisher's  own risk.  Nothing herein shall restrict SCEA
from  cornmercially  exploiting any  coincidentally  similar  concept(s)  and/or
product(s) which have been independently developed by SCEA, an Affiliate of SCEA
or any third party without reference to or reliance upon Publisher `s work.

      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 rev],  of such Licensed  Product  throughout  the  development
process ("Review Process").  Once the Review Process has begun,  Publisher shall
be responsible  for submitting  workin-progress  to SCEA in accordance with such
Review Process.  Failure to submit work-in-progress in accordance with any stage
of the Review Process may at SCEA's discretion, result in revocation of approval
of such  Licensed  Product.  SCEA  shall  have the right to  approve,  reject or
require additional information with respect to each stage of the Review Process,
which shall not be unreasonably  withheld or delayed by SCEA. SCEA shall specify
in  writing  the  reasons  for any such  rejection  or  request  for  additional
information and shall state what corrections and/or  improvements are 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 successfully
met,  SCEA shall have the right to revoke the  approval of  Publisher's  Product
Proposal.  No approval  by SCEA of any  particular  stage of the Review  Process
shall be deemed an approval of any other stage,  nor shall any such  approval be
deemed to  constitute a waiver of any approval  requirement  with respect to any
other stage or any of SCEA's  rights  under this  Agreement.  Licensed  Products
which are  canceled by  Publisher  or are late in meeting  the Final  Executable
Software  stage of the Review  Process  by more than  three (3) months  (without
agreeing with SCEA on a modified Final  Executable  Software  delivery date) are
subject to re-submission of Product Proposal, in which event SCEA may re-approve
or disapprove such Product  Proposal.  The "Approved" or "Conditional  Approval"
status of the Product  Proposal  shall not be  construed  by  Publisher  as full
approval of all elements of such Licensed Product, or as a commitment by SCEA to
grant final approval to the Licensed  Product.  Failure to make changes required
by SCEA to the Licensed  Product at any stage of the Review  Process,  or making
material  changes to the  Licensed  Product  without  SCEA's  approval  may,  in
addition to the provisions set forth in this Section,  subject  Publisher to the
termination provisions set forth in Section 15.3 hereto.

      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 what  corrections  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 LPA Amended  5/24/00  element of the  Executable  Software  shall be


                                -6- CONFIDENTIAL
<PAGE>


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 by SCEA 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 Executable Software.

      5.5   Publisher's Additional Quality Assurance Obligations. 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/or  seller  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 on Publisher'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,  and
SCEA 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.


                                -7- CONFIDENTIAL
<PAGE>


      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 LPA Amended
5/24/00 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 Licensed  Product complies or will comply with the Guidelines 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 fail 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  warranties  in  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
Agreement 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 in connection  with
obtaining  such rating  code(s) shall be home 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 Licensed Products.

      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 all 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 of this Agreement.


                                -8- CONFIDENTIAL
<PAGE>


            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 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 damaged  5/24/00to 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 one hundred and ten percent (110%) 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 twenty-four  (24) 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.  Twelve (12) copies of such
sample Printed  Materials shall be supplied to SCEA and twelve (12) 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
twenty-four  (24)  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
manufacturing  specifications  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 Publisher  elects to be  responsible  for
manufacturing its own Packaging (other than any edge labels or other proprietary
labels and any portion of 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
twenty-four  (24) 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.  Twelve (12)  copies of such  sample  Packaging  shall be
supplied  to SCEA and twelve  (12)  copies  shall be  supplied  to a  Designated
Manufacturing  Facility. In the event that Packaging for any Licensed Product is
changed  in any may after  SCEA and a  Designated  Manufacturing  Facility  have
already  approved such  Packaging,  then  Publisher  must resubmit an additional
twenty-four (24) 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 15.3 shall 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 Facility shall bear any responsibility for any delays.

                                -9- CONFIDENTIAL
<PAGE>

                  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
LPA Amended  5/24/00  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  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. SCEA reserves the right to insert,
or to require  Publisher to insert,  certain Printed  Materials  relating to the
Player or Licensed Trademarks into each Unit of Licensed Products.

      7.2   Price, Payment and Terms.

            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 are exclusive 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  one
thousand and eight  (1,008) 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 20% 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 one hundred and
eighty (180) 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 reasonable
quantity of Printed  Materials  procured from an alternate  source for up to one
hundred and eighty (180) 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  process and 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).


                               -10- CONFIDENTIAL
<PAGE>


            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  LPA  Amended   5/24/00  in  an  amount  equal  to  the
manufacturing  price  determined  pursuant  to  Section  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 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
remittances unless 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
seven (7) 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
obligation to timely provide any and all payments owed to SCEA hereunder.

      7.3   Delivery  of  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 the carrier.

      7.4   Technology  Exchange  and  Quality  Assurance.   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, stompers,
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,
stompers 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 of authenticity and
packaging seals.


                               -11- CONFIDENTIAL
<PAGE>


      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  five  hundred  (500)  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
without Publisher'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 LPA
Amended  5/24/00  software  products  of  SCEA or  Licensed  Products  of  other
Publishers,  maybe 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 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 Product Information  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 Submission and Approval of Product  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 possible  after 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.


                               -12- CONFIDENTIAL
<PAGE>


                  8.4.1.3  No  Obligation  to  Publish.  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
Information  submitted  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  Retail   Sampler   Discs.   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 LPA Amended 5/24/00receiving any compensation
from such retail  sales.  In the event that SCEA  institutes 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 Parts Den. 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 the Licensed  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  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  Submission  and  Approval  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 borne 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
printed  materials  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  Manufacture  and  Royalty 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.


                               -13- CONFIDENTIAL
<PAGE>


      8.5   Contests and Sweepstakes of Publisher.  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 the  contest  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   Distribution Channels.  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,  LPA Amended 5/24/00  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/0T 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.

      8.8   PlayStation  Website.  All Licensed  Publishers shall be required to
provide Product Information for a web page for each of its Licensed Products for
display on the PlayStation  promotional website, or other website or websites as
may be operated by SCEA from time to time in  connection  with the  promotion of
the PlayStation brand. Specifications for Product Information for such web pages
shall be as provided in the  SourceBook.  Publisher shall provide SCEA with such
Product  Information  for each  Licensed  Product  upon  submission  of  Printed
Materials to SCEA for approval in accordance with Section 5.6 hereto.  Publisher
shall also  provide  updates to such web page in a timely  manner as required by
SCEA in updates to the  SourceBook.  In addition,  Publisher  shall use its best
efforts to provide Product  Information  for web pages for Publisher's  Licensed
Products  released from the launch of the Player to the date of execution hereof
within  sixty  (60) days of either  execution  of this  Agreement  or receipt of
specifications provided separately by SCEA for the integration of such web page,
whichever occurs later. In the event that Publisher is unable to provide Product
Information for previously  released Licensed Products within the time frame set
forth  above,  then  SCEA  may  create  Product  Information  relating  to  such
previously  released Licensed Products and provide it to Publisher for approval.
Failure  of  Publisher  to  approve  such web pages  within  ten (10) days after
receipt thereof will be deemed approval.

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 and/or distribution of
the  Licensed  Products  shall be deducted  from any  royalties  payable to SCEA
hereunder.


                               -14- CONFIDENTIAL
<PAGE>


Similarly, there shall be no deduction from the royalties otherwise owed to SCEA
hereunder as a result of any  uncollectible  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 . 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  Representations  and Warranties of Publisher.  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 in conjunction 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; LPA Amended 5/24/00

            (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;


                               -15- CONFIDENTIAL
<PAGE>


            (xi)  Publisher's   policies  and  practices  with  respect  to  the
marketing, sale, and/or distribution of the Licensed 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 the defense 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,  LPA Amended  5/24/00 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 or  sweepstakes  prizes),  unless due directly to the breach of
SCEA in  performing  any of the  specific  duties  and/or  providing  any of the
specific  services  required  of it  hereunder;  or (iv) any  federal,  state or
foreign  civil or  criminal  actions  relating  to the  marketing,  sale  and/or
distribution  of  Licensed  Products;  provided,  however,  that SCEA shall give
prompt  written  notice to  Publisher of the  assertion  of any such claim,  and
provided,  further,  that  Publisher  shall have the right to select counsel and
control the defense and/or settlement  thereof,  subject to the right of SCEA to
participate  in any such action or proceeding at its own expense with counsel of
its own choosing.  Publisher shall have the exclusive  right, at its discretion,
to  commence  and/or  prosecute  at its own  expense any lawsuit or to take such
other  action  with  respect to such  matter as shall be deemed  appropriate  by
Publisher.  SCEA shall  retain the right to approve any  settlement.  SCEA shall
provide Publisher,  at no expense to SCEA, reasonable assistance and cooperation
concerning  any such matter;  and SCEA shall not agree to the  settlement of any
such claim, action or proceeding without Publisher's prior written consent.

      11.3  Limitation of 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,


                               -16- CONFIDENTIAL
<PAGE>


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.

            11.3.2 Limitation of Publisher's Liabili 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 defects in material and workmanship. The sole obligation of SCEA and a
Designated  Manufacturing Facility under this warranty shall be, for a period of
one year from the date of shipment of Units of  Licensed  Products or  component
parts thereto to Publisher, at SCEA's election,  either to replace the defective
Units or component  parts or to issue credit to Publisher for the purchase price
and any royalties  paid to SCEA and/or a Designated  Manufacturing  Facility for
any such defective 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 LPA Amended
5/24/00  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 defective Unit is
received by Publisher,  Publisher  shall notify SCEA within the warranty  period
net forth  above and,  upon  request  by SCEA,  provide  SCEA with the  returned
Unit(s) or component part(s) and a written description of the defect claimed or,
if requested by SCEA in its sole  discretion,  Publisher  shall destroy any such
defective discs. SCEA and any Designated Manufacturing Facility shall not accept
the return of any Unit(s) or component  part(s) except factory defective Unit(s)
or component  part(s)  (i.e.,  those Units or component  parts that are not free
from  defects in material  and/or  workmanship),  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 defect 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 defect  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 Disclaimer of  Warranty.  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 SCEA DEMO DISCS.
WITHOUT  LIMITING THE GENERALITY OF THE  FOREGOING,  SCEA AND ITS AFFILIATES AND
SUPPLIERS  EXPRESSLY  DISCLAIM THE IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND
FITNESS FOR A  PARTICULAR  PURPOSE AND THEIR  EQUIVALENTS  UNDER THE LAWS OF ANY
JURISDICTION  REGARDING THE SONY MATERIALS,  LICENSED PRODUCTS,  SCEA DEMO DISCS
AND THE  PLAYER.  ANY  WARRANTY  AGAINST  INFRINGEMENT  THAT MAY BE  PROVIDED IN
SECTION  2-312(3) OF THE UNIFORM  COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE
STATUTE IS EXPRESSLY DISCLAIMED.


                               -17- CONFIDENTIAL
<PAGE>


12.   Copyright, Trademark and Trade Secret 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 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  SCEA Rights.

            12.2.1 Licensed Trademarks. 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 register any 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 and Player. 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
LPA  Amended  5/24/00  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 Intellectual Property 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  thirty (30) 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 September 18, 2000 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  Additional Requirements Regarding Confidential Information of SCEA.


                               -18- CONFIDENTIAL
<PAGE>


            14.2.1 Confidential Information of SCEA. "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,  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.

      14.3  Requirements 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  LPA  Amended  5/24/00  Publishers'  or its
affiliates' or licensors'  finances,  business,  marketing and technical  plans,
that is disclosed in writing or in any other form by Publisher to SCEA.

            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 net 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 maybe 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.


                               -19- CONFIDENTIAL
<PAGE>


            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 under Federal 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;  Tenn. 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 four (4) 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  breach is 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 LPA Amended  5/24/00 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.


                               -20- CONFIDENTIAL
<PAGE>


            (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)
thirty  (30)  days  after  receipt  of  written  notice  of such  breach or (ii)
commercial  release of the product;  or (b) any third party 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 three (3) months of the scheduled  release date according to the
Product  Proposal,  or fails to provide  work in progress to SCEA in  accordance
with the Review Process in Section 5.3.

      15.4  Options  of  SCEA  in  Lieu  of  Termination.   As  alternatives  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 and upon written notice to
Publisher,  take the following actions in lieu of terminating this Agreement. In
the event that SCEA elects either of these options, Publisher may terminate this
Agreement  upon  written  notice to SCEA rather than  allowing  SCEA to exercise
these  options.  Election of these options by SCEA shall not constitute a waiver
of or compromise  with respect to any of SCEA's rights under this  Agreement and
SCEA may elect to terminate this Agreement with respect to any breach.

            15.4.1 Suspension  of  Agreement. SCEA may suspend  this  Agreement,
entirely or with respect to a particular Licensed Product or program,  for a set
period of time  which  shall be  specified  in  writing  to  Publisher  upon the
occurrence of any breach of this Agreement.

            15.4.2 Liquidated  Damages. Whereas  a  minor  breach  of any of the
events set out below may not warrant  termination  of this  Agreement,  but will
cause SCEA damages in amounts difficult to quantify,  SCEA may require Publisher
to pay liquidated  damages of Twenty  Thousand  Dollars  ($20,000) per event, as
follows:

                  (i)   Failure  to  submit  Advertising  Materials  to SCEA for
approval (including any required resubmissions); LPA Amended 5/24/00

                  (ii)  Broadcasting or publishing Advertising Materials without
receiving the final approval or consent of SCEA;

                  (iii) Failure   to  make   SCEA's   requested   revisions   to
Advertising Materials; or

                  (iv)  Failure  to comply  with the  SourceBook,  Manufacturing
Specifications  or  Guidelines  which  relates  in any  way  to use of  Licensed
Trademarks.

Liquidated  damages shall be invoiced  separately or on Publisher's next invoice
for Licensed  Products.  SCEA reserves the right to terminate this Agreement for
breach in lieu of seeking  liquidated  damages  or in the event that  liquidated
damages are unpaid.

      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.


                               -21- CONFIDENTIAL
<PAGE>


16.   Effect of Expiration or Termination.

      16.1  Inventory  Statement.  Within  thirty  (30)  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 one year 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 one year 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 ninety (90) 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 ninety (90) 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 five (5) business days of such
expiration or termination. Within five (5) 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
five (5) 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  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.LPA  Amended 5/24/00 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 or  termination  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.


                               -22- CONFIDENTIAL
<PAGE>


      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 fora 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 Majeure condition  continues for more than one hundred and twenty
(120) days,  SCEA may terminate  this  Agreement for cause by providing  written
notice to Publisher to such effect

      17.3  No Partnership or 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 said 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  the   Nondisclosure   Agreement  and  the
confidentiality provisions of this Agreement ("Subcontractor  Agreement").  If a
subcontractor  will use  Development  Tools provided by Publisher,  it must also
comply with the requirements set forth in Section 16.5 of an LDA with respect to
usage of such Development Tools. Such Subcontractor Agreement shall provide that
SCEA is a third party beneficiary of such Subcontractor  Agreement,  and has the
full right to bring any actions  against  such  subcontractors  to comply in all
respects with the terms and conditions of this  Agreement.  Publisher  agrees to
provide  a copy  of any  such  Subcontractor  Agreement  to  SCEA  prior  to and
following  execution  thereof  Publisher shall not disclose to any subcontractor
any Confidential Information of SCEA (as defined herein and in the Nondisclosure
Agreement),   including,  without  limitation,  LPA  Amended  5/24/00  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.


                               -23- CONFIDENTIAL
<PAGE>


      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 area 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 (if required).

      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  against any 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 its  employees  or  permitted
subcontractors of any such Sections of this Agreement, SCEA shall be entitled to
the immediate  issuance without bond of ex parse injunctive relief enjoining any
breach or  threatened  breach  of any or all of such  provisions.  In  addition,
Publisher shall indemnify SCEA 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. LPA Amended 5124/00

      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.

      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.


                               -24- CONFIDENTIAL
<PAGE>


      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       CONSPIRACY ENTERTAINMENT INC.

By: /s/ Andrew House                      By: /s/ Sirus Ahmadi
  ---------------------------------         --------------------------
  Print Name: Andrew House                  Print Name: Sirus Ahmadi
  Title: Senior Vice President              Title: President and CEO
  Date: September 14, 2000                  Date: September 7, 2000


                               -25- CONFIDENTIAL
<PAGE>


                                    Exhibit A

                                    ROYALTIES

    Licensed Product Per Unit Royalty.

A.    Applicable Royalties on Licensed Products.

      1.    Initial Orders. Publisher shall pay SCEA, either directly or through
its designee,  a per title royalty in United States dollars for each Unit of the
Licensed Products  initially released after execution of this Agreement based on
the initial Wholesale Price of the Licensed Product, as follows:

           WHOLESALE PRICE     PER TITLE ROYALTY
           Band 1    $0 to $10.00         $1.00
           Band 2    $10.01 to $16.00     $3.00
           Band 3    $16.01 to $24.00     $5.00
           Band 4    $24.01 to $42.00     $7.00
           Band 5    $42.01 +  10% of WSP + $2.80

      In the absence of  satisfactory  evidence to support the WSP,  the royalty
rate that shall apply will be seven  dollars  ($7.00)  per Unit For  purposes of
this Agreement,  Units of Licensed Products shall be considered  "released" when
Units first begin to ship from a Designated Manufacturing Facility.

      2.    Reorders  and  Other  Programs.   Royalties  on  Licensed   Products
initially  released prior to execution of this Agreement shall be the royalty in
effect as the time such Licensed  Product was released.  Royalties on additional
orders  to  manufacture  a  specific  Licensed  Product  shall  be  the  royalty
determined  by the initial  Wholesale  Price as reported by  Publisher  for that
Licensed  Product  regardless of the wholesale price of the Licensed  Product at
the time of reorder,  except in the event that the Wholesale Price increases for
such Licensed  Product,  in which case the royalty shall be adjusted  upwards to
reflect the higher  Wholesale  Price.  Licensed  Products  qualifying for SCEA's
"Greatest  Hits" programs or other programs  offered by SCEA shall be subject to
the royalties applicable for such programs.

      3.    Payment.  At the time of placing an order to  manufacture a Licensed
Product, Publisher shall submit to SCEA an accurate accounting statement setting
out the  number  of Units of  Licensed  Product  to be  manufactured,  projected
initial  wholesale  price,  applicable  royalty,  and total amount due SCEA.  In
addition,  Publisher shall submit to SCEA prior to placing the initial order for
each Licensed Product a separate certification,  in the form provided by SCEA in
the  SourceBook,  signed  by  officers  of  Publisher  that  certifies  that the
Wholesale  Price provided to SCEA is accurate and attaching  such  documentation
supporting the WSP as requested by SCEA. The accounting  statement due hereunder
shall be subject to the audit and accounting provisions set forth below.

      4.    Audit Provisions.  Publisher shall keep full, complete, and accurate
books  of  account  and  records  covering  all  transactions  relating  to this
Agreement.  Publisher shall preserve such books of account, records,  documents,
and material for a period of  twenty-four  (24) months after the  expiration  or
earlier  termination  of this  Agreement.  Acceptance  by SCEA of an  accounting
statement,  purchase  order,  or payment  hereunder  will not preclude SCEA from
challenging  or questioning  the accuracy  thereof at a later time. In the event
that SCEA  reasonably  believes that the Wholesale  Price  provided by Publisher
with respect to any Licensed Product is not accurate,  SCEA shall be entitled to
request additional  documentation from Publisher to support the listed Wholesale
Price for such Licensed Product In addition, during the Term and for a period of
two (2)  years  thereafter  upon the  giving  of  reasonable  written  notice to
Publisher,  representatives  of SCEA shall have access to, and the right to make
copies and summaries of, such portions of all of  Publisher's  books and records
as pertain to the Licensed  Products  and any  payments due or credits  received
hereunder.  In the event that such inspection  reveals an under-reporting of any
payment due to SCEA,  Publisher  shall  immediately  pay SCEA such amount In the
event  that  any  audit  conducted  by SCEA  reveals  that LPA  Amended  5/24/00
Publisher has  under-reported  any payment due to SCEA hereunder by five percent
(5%) or more for that  audit  period,  then in  addition  to the  payment of the
appropriate  amount  due  to  SCEA,  Publisher  shall  reimburse  SCEA  for  all
reasonable  audit  costs  for that  audit  and any and all  collection  costs to
recover the unpaid amount.

B.    SCEA Established Third Party Demo Disc Program Royalties:  Publisher shall
      pay SCEA a per Unit royalty in United States dollars of one dollar ($1.00)
      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 SCEA Established Third Party Demo Disc Program.


                               -26- CONFIDENTIAL
<PAGE>


C.    Adjustments  to Licensed  Product  Royalty-  Hit Title Rebate 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.   Over 500,000 Units and up to 1,000,000 Units
      b.   Over 1,000,000 Units and up to 1,500,000 Units
      c.   Over 1,500,000 Units and up to 2,000,000 Units
      d.   Over 2,000,000 Units and up to 3,000,000 Units
      e.   Over 3,000,000 Units
                               12.5% of Royalty paid with respect to such Units.

      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.I.a above,  then SCEA shall credit
Publisher's  account sixty (60) 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.

      The Hit  Title  Rebate  may not be used in  conjunction  with any  royalty
reduction program of SCEA 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 or on  Licensed
Products that qualify for the Band 1 royalty.

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

            a.    If  Publisher's  aggregate  shipments  for a  single  Licensed
                  Product are less than 500,000 Units, no rebate is available.

LPA Amended 5/24/00
             2.5% of Royalty  paid with respect to such Units
             5% of Royalty paid with  respect to such Units
             7.5% of Royalty  paid with  respect to such Units
             10% of Royalty paid with respect to such Units
      2. 3.

            b.    If  Publisher's  aggregate  shipments  for a  single  Licensed
                  Product  exceed  500,000  but are less than  1,000,000  Units,
                  Publisher will be entitled to receive 2.5% of the Royalty paid
                  as a rebate with respect to the first  500,000  Units,  at the
                  time  Publisher is invoiced for such excess  order,  and shall
                  thereafter  be charged a per Unit  royalty of $7.00 less 2.5%,
                  until Units of the Licensed  Product shipped exceed  1,000,000
                  Units.

            c.    If Publisher's  aggregate  orders fora single Licensed Product
                  exceed  1,000,000  Units,  but are less than 1,500,000  Units,
                  Publisher will receive 5% of the Royalty paid as a rebate with
                  respect to the first 1,000,000 Units, at the time Publisher is
                  invoiced  for such  excess  order,  and  shall  thereafter  be
                  charged a per Unit  royalty of $7.00 less 5%,  until  Units of
                  the Licensed Product shipped exceed  1,500,000  Units.  Please
                  note that in this  case  Publisher  will  only  receive a 2.5%
                  additional  rebate with respect to the first  1,000,000  Units
                  because it has already received a 2.5'Yo rebate on such Units.

LPA Amended 5124/00


                               -27- CONFIDENTIAL