Exhibit 10.33
 
  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.
 2.6 Indemnification.
 3. Proprietary Information Obligations.
 3.1 Proprietary Information Agreement.




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3.2 Remedies.
 4. Outside Activities.
 4.1 Activities
 4.2 Investments and Interests
 4.3 Non-Competition
 5. Other Agreements.




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6. Termination Of Employment.
 6.1 At-Will Employment
 6.2 Termination by Company for Cause.
 (a) Definition
 6.3 Your Voluntary Resignation.
 6.4 Termination for Death or Disability




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6.5 Your Resignation for Good Reason.
  7. Change in Control.
 7.1 Change In Control Definition.
 8. Release.




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9. Dispute Resolution.
 9.1 Meet and Confer.
 9.2 Mediation.
 9.3 Arbitration.
 9.4 Provisional Remedies and Injunctive Relief.




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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:  Employee: BA
 10. General Provisions.
 10.1 Severability.
 10.2 Entire Agreement.
 10.3 Successors and Assigns.
 10.4 Governing Law.




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10.5 Notices.
 If to Company:
    
    If to Employee:President and CEO
    
    Brian AndersenMad Catz, Inc.7480 Mission Valley RoadSuite 101San Diego, California 92108




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/s/ Darren Richardson

Darren RichardsonPresident and CEOMad Catz, Inc.ACCEPTED AND AGREED:BRIAN ANDERSEN/s/ Brian Andersen

Signature




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EXHIBIT A
 EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT




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EXHIBIT B
 RELEASE AGREEMENT
 I understand that my position with Mad Catz Europe Limited (the Company) terminated
effective ___________, _____ (the Separation Date). The Company has agreed that if I
choose to sign this Release, the Company will pay me certain severance benefits pursuant
to the terms of the Employment Agreement (the Agreement) between myself and the
Company, and any agreements incorporated therein by reference. I understand that I am
not entitled to such benefits unless I sign this Release and it becomes fully effective.
I understand that, regardless of whether I sign this Release, the Company will pay me all
of my accrued salary and vacation through the Separation Date, to which I am entitled by
law.
 In consideration for the severance benefits I am receiving under the Agreement, I
hereby release the Company and its officers, directors, agents, attorneys, employees,
shareholders, parents, subsidiaries, and affiliates from any and all claims, liabilities,
demands, causes of action, attorneys fees, damages or obligations of every kind and
nature, whether they are now known or unknown, arising at any time prior to the date I
sign this Release and which arise out of my employment or my termination of employment
with the Company, including, without limitation, any such claims based on federal and
state statutory and common law, breach of contract, tort, wrongful termination,
discrimination, wages or benefits, or claims for any form of compensation for services.
Notwithstanding the foregoing, I am not releasing any right of indemnification I may have
for any liabilities arising from my actions within the course and scope of my employment
with the Company. Notwithstanding anything herein to the contrary, the release described
herein does not apply to any rights or obligations arising under this Release Agreement.
 In releasing claims unknown to me at present, I am waiving all rights and benefits
under Section 1542 of the California Civil Code, and any law or legal principle of
similar effect in any jurisdiction: 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.
 If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I
am knowingly and voluntarily waiving and releasing any rights I may have under the
federal Age Discrimination in Employment Act of 1967, as amended (ADEA). I also
acknowledge that the consideration given for the waiver in the above paragraph is in
addition to anything of value to which I was already entitled. I have been advised by
this writing, as required by the ADEA that: (a) my waiver and release do not apply to
any claims that may arise after my signing of this Release; (b) I should consult with an
attorney prior to executing this Release; (c) I have twenty-one (21) days within which to
consider this Release (although I may choose to voluntarily execute this Release
earlier); (d) I have seven (7) days following the execution of this release to revoke the
Release; and (e) this Release will not be effective until the eighth day after this
Release has been signed both by me and by the Company (Effective Date).
 Agreed:[Company]
    
    
    
    [Employee]By:[Name][Title]Date:
    
    
    
    Date: