Exhibit 10.34
 
  Employment Terms
   1.
    
    Employment by the Company.
 1.1 Title and Responsibilities
 1.2 Executive Position.
 1.3 Company Employment Policies
 1.4 Employment Period.
 
   
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2.
    
    Compensation and Benefits.
 2.1 Base Salary.
 2.2 Bonuses.
 2.3 Stock Options.
  2.4 Standard Company Benefits for Executives.
 2.5 Business Expense Reimbursement.
 
   
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2.6 Indemnification.
 3.
    
    Proprietary Information Obligations.
 3.1 Proprietary Information Agreement.
 3.2 Remedies.
 4.
    
    Outside Activities.
 4.1 Activities
 4.2 Investments and Interests
 4.3 Non-Competition
 
   
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5.
    
    Other Agreements.
  6.
    
    Termination Of Employment.
 6.1 At-Will Employment
 6.2 Termination by Company for Cause.
 (a) Definition
 
   
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6.3 Your Voluntary Resignation.
 6.4 Termination for Death or Disability
 6.5 Your Resignation for Good Reason.
 
   
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7.
    
    Change in Control.
 7.1 Change In Control Definition.
 8. Release.
 9. Dispute Resolution.
 9.1 Meet and Confer.
 9.2 Mediation.
 
   
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9.3 Arbitration.
 9.4 Provisional Remedies and Injunctive Relief.
 Notice: by initialing in the space below, you are agreeing to have any dispute arising out of
the matters included in the Arbitration provision decided by neutral arbitration as provided by
law and you are giving up any rights you might possess to have the dispute litigated in a court or
jury trial. By initialing in the space below, you are giving up your judicial rights to discovery
and appeal. If you refuse to submit to arbitration after agreeing to this provision, you may be
compelled to arbitrate under the authority of the California Code of Civil Procedure. Your
agreement to this arbitration provision is voluntary.
 WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE
MATTERS INCLUDED IN THE ARBITRATION PROVISION, WHICH INCLUDE ANY CLAIMS FOR WRONGFUL TERMINATION,
DISCRIMINATION OR HARASSMENT, TO NEUTRAL BINDING ARBITRATION. BY PLACING THEIR INITIALS HERE, THE
PARTIES AGREE TO BINDING ARBITRATION IN ACCORDANCE WITH THE FOREGOING PROVISION.
 Company: DR Employee: AE
 10.
    
    General Provisions.
 10.1 Severability.
 
   
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10.2 Entire Agreement.
 10.3 Successors and Assigns.
 10.4 Governing Law.
 10.5 Notices.
 If to Company:
    
    If to Employee:President and CEO
    
    Allyson EvansMad Catz, Interactive, Inc.7480 Mission Valley RoadSuite 101San Diego, California 92108With a copy to:
 
   
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/s/ Darren Richardson

Darren RichardsonPresident and CEOMad Catz Interactive, Inc.ACCEPTED AND AGREED:Allyson Evans/s/ Allyson Evans

Signature
 
   
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EXHIBIT A
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT




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EXHIBIT B
 RELEASE AGREEMENT
   A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN YOUR FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED YOUR SETTLEMENT WITH THE DEBTOR
  Agreed:MAD CATZ INTERACTIVE, INC.
    
    [EMPLOYEE]By:Darren Richardson
Chief Executive OfficerDate:
    
    
    
    Date: