Letter Agreement



 Exhibit 4.17 
  
 MAD CATZ INTERACTIVE, INC. 
 141
Adelaide Street West, Suite 400 
 Toronto, Ontario 
 M5H 3L5 
  
 January 21, 2003

  
 InterAct Accessories, Inc. 
 2950 Lake Emma Road 
 Lake Mary, FL 32746 
  
 Attention: Mr. Arnold Kezsbom

  
 Dear Sirs: 
  
 Re: Purchase and Sale of Selected Assets of InterAct Accessories, Inc. 
  
 This letter agreement, upon execution by InterAct Accessories, Inc. will constitute a formal
binding agreement, for the purchase by Mad Catz, Inc. (“Mad Catz”), a wholly-owned subsidiary of Mad Catz Interactive, Inc., and the sale by InterAct Accessories, Inc. (“InterAct”) of the GameShark brand of InterAct. 

 

	1.	 	Purchase and Sale of the GameShark brand. 

  
 Subject to the terms and conditions hereof, Mad Catz shall purchase from InterAct and InterAct shall sell, transfer and assign to Mad Catz: 
  

	 	(a)	 	all rights of InterAct to its GameShark brand and all trade marks and applications therefor, trade names, domain names and applications therefor, copyrights, logos, including any of
the foregoing containing the word or phrase, “Shark”, and advertising and promotional materials related thereto, including, without limitation, the trade marks (and applications therefore) and domain names listed on Schedule “A”
and the copyrights listed on Schedule “B” hereto (collectively the “Brand”); and 

  

	 	(b)	 	a list of all customers who have purchased from InterAct products bearing the Brand. 

  

	2.	 	Purchase Price. 

  
 2.1 Purchase Price. The purchase price for the Brand will be U.S.$5 million (the “Purchase Price”) payable on Closing by wire transfer of immediately available funds to such account or accounts as
shall be designated by InterAct. 
  
 2.2 No Liabilities Assumed. Mad Catz
shall not assume nor be liable to pay, satisfy, discharge, perform or fulfill any debts, liabilities or obligations of or pertaining to InterAct or the conduct of its business and Mad Catz is not a successor to InterAct’s business. 








	3.	 	Representations and Warranties of InterAct. 

  
 InterAct represents and warrants as follows, and acknowledges that Mad Catz is relying on such representations and warranties in connection with the purchase by Mad Catz
of the Brand. All such representations and warranties shall survive the completion of the purchase and sale of the Brand. The closing of the purchase and sale of the Brand shall be an affirmation by InterAct of such representations and warranties
without any further act by InterAct. 
  
 3.1 Title to the Brand. The Brand
is owned by InterAct as the legal and beneficial owner thereof, with good and marketable title thereto, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, options or other claims of any kind whatsoever other
than for such security interests therein as have been granted pursuant to the Loan Agreement dated October 31, 2000 between Recoton Corporation, et al. and Heller Financial, Inc., et al (the “Senior Loan Agreement”, which security
interests shall be terminated at or prior to the closing under this Agreement. Upon sale of the Brand to Mad Catz, Mad Catz shall have good and marketable title to the Brand, free and clear as aforesaid. 
  
 3.2 The Vendor. InterAct is a corporation duly incorporated and validly subsisting
under the laws of its jurisdiction of incorporation. 
  
 3.3 Corporate
Power. InterAct has the corporate power and authority to enter into this Agreement, to sell the Brand and to perform its obligations hereunder. 
  
 3.4 No Violation or Approval. The entering into of this Agreement by InterAct and the completion by it of the sale of the Brand will not: result in the violation
of: 
  

	 	(a)	 	any of the terms or provisions of the Certificate of Incorporation, By-Laws or resolutions of InterAct; 

  

	 	(b)	 	any agreement, written or oral, to which InterAct is a party or by which it is bound (subject, however, to required consents of the lenders under the Senior Loan Agreement); or


  

	 	(c)	 	any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over InterAct. 

  
 InterAct has obtained all necessary consents, authorizations and approvals to the sale of the
Purchased Assets other than the required consents of the lenders under the Senior Loan Agreement, which consents shall be a requirement of the closing under this Agreement. 
  
 3.5 Corporate Action. All necessary corporate actions and proceedings have been taken by InterAct to authorize its entering into this
Agreement and the performance of its obligations hereunder and this Agreement constitutes a valid and binding agreement and obligation of InterAct enforceable against it in accordance with its terms. 







 3.6 No Infringement. The trademarks and domain names listed on Schedule “A” and the copyrights listed on
Schedule “B” constitute all of the trademarks, domain names and copyrights owned by InterAct in connection with the Brand and, to the knowledge of InterAct, none of such trademarks, domain names and copyrights infringe upon the
intellectual property rights of any third parties. 
  
 3.7 Brand Sales.
Attached as Schedule “C” is a listing of all sales by InterAct of products associated with the Brand for the twelve (12) month period ended December 31, 2002, such listing indicating the sales on a month-by-month basis by customer.

  

	4.	 	Representations and Warranties of Mad Catz. 

  
 Mad Catz represents and warrants as follows, and acknowledges that InterAct is relying on such representations and warranties in connection with the sale to Mad Catz of
the Brand. All such representations and warranties shall survive the completion of the purchase and sale of the Brand. The closing of the purchase and sale of the Brand shall be an affirmation by Mad Catz of such representations and warranties
without any further act by Mad Catz. 
  
 4.1 The Purchaser. Mad Catz is a
corporation duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation. 
  
 4.2 Corporate Power. Mad Catz has the corporate power and authority to enter into this Agreement, to purchase the Brand and to perform its obligations hereunder. 
  
 4.3 No Violation or Approval. The entering into of this Agreement by Mad Catz and the
completion by it of the purchase of the Brand will not result in the violation of: 
  

	 	(a)	 	any of the terms or provisions of the constating documents or resolutions of Mad Catz; 

  

	 	(b)	 	any agreement, written or oral, to which Mad Catz is a party or by which it is bound; or 

  

	 	(c)	 	any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over Mad Catz. 

  
 Mad Catz has obtained all necessary consents, authorizations and approvals to the purchase of
the Brand. 
  
 4.4 Corporate Action. All necessary corporate actions and
proceedings have been taken by Mad Catz to authorize its entering into this Agreement and the performance of its obligations hereunder and this Agreement constitutes a valid and binding agreement and obligation of Mad Catz enforceable against it in
accordance with its terms. 







 5. Conditions of Closing in favour of Mad Catz. The completion of the transaction contemplated herein is subject
to the following conditions for the exclusive benefit of Mad Catz, to be fulfilled or performed at or prior to the Time of Closing: 
  

	 	(a)	 	The lenders under the Senior Loan Agreement shall have consented to the sale of the Brand and released their security interests therein, including, without limitation, their
security interests registered or filed (i) under the Uniform Commercial Code in various states in the United States and comparable personable property security legislation in all other applicable jurisdictions, and (ii) in trade marks and other
intellectual property offices in all applicable jurisdictions; 

  

	 	(b)	 	the Brand shall be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances and other claims of any nature or kind; 

  

	 	(c)	 	the representations and warranties of InterAct set out in Article 3 hereof shall be true and correct in all respects at the Time of Closing, with the same force and effect as if
such representations and warranties were made at and as of such time; 

  

	 	(d)	 	no order or ruling enjoining or prohibiting the sale of any of the Brand contemplated hereby shall have been issued by any court or regulatory authority having jurisdiction; and


  

	 	(e)	 	all of the deliveries required by subsection 6.2 hereof shall have occurred. 

  

Any condition contained in this Article 5 may be waived in whole or in part by Mad Catz. If any such conditions shall not be performed or fulfilled at or prior to the
Time of Closing to the satisfaction of Mad Catz, acting reasonably, and such condition shall not have been waived by it, Mad Catz may, by notice in writing to InterAct, terminate this Agreement and the obligations of Mad Catz under this Agreement
shall thereupon be terminated. 
  

	6.	 	Closing 

  
 6.1 Place of Closing. The closing of the purchase and sale of the Brand (the “Closing”) shall take place at 10:00 a.m. (the “Time of Closing”) on January 21, 2003 or such other date as the
parties hereto may agree (the “Closing Date”) at the offices of Jefferies & Company Inc., 520 Madison Avenue, 12th Floor, New York, NY. 
  
 6.2 Closing Documents. At or
before the Time of Closing: 
  

	 	(a)	 	InterAct shall deliver or cause to be delivered to Mad Catz such deeds of conveyance, bills of sale, transfers, assignments and other documents necessary to validly and effectively
complete and record the sale and transfer of InterAct’s right, title and interest in and to the Brand to Mad Catz as at the Time of Closing, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other
claims of any kind whatsoever.  

  

	 	(b)	 	Mad Catz shall pay the Purchase Price. 








 6.3 Title and Risk of Loss to the Brand. Title, risk of loss and all obligations to insure in connection with the
Brand shall pass to Mad Catz as of the Time of Closing. 
  

	7.	 	General Provisions 

  
 7.1 Notices. A notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by prepaid private courier or otherwise hand delivered or transmitted by
telecopy, addressed as follows: 
  

	 	(a)	 	if to Mad Catz, at its address specified on the first page hereof, Attention: President and Chief Executive Officer, fax number 416-368-7779; or 

  

	 	(b)	 	if to InterAct, at its address specified on the first page hereof, Attention: Arnold Kezsbom, fax number 407-444-0559. 

  
 Any notice or communication, if personally delivered, shall be deemed to have been made or
given on the date on which it was delivered, or if transmitted by telecopier, on the date of the transmission thereof, if given during normal business hours of the recipient, and, if not so given, on the next business day following. Any party hereto
may change its address by notice to the other party in the manner aforesaid. 
  
 7.2 Business Dealings. InterAct and Recoton Corporation (“Recoton”) confirm, acknowledge and agree that Mad Catz may have business dealings of any kind with Datel Design & Development Ltd. (“DDD”) and neither
InterAct nor Recoton shall have any claim against any of Mad Catz, its parent corporation or DDD for so having. Notwithstanding the sale of the Brands and anything else under this Agreement, InterAct and its affiliates shall have the right to sell
any existing inventory (including inventory for which purchase orders have been issued) bearing the Brands (or any part thereof) for a period of nine (9) months following the Closing Date, after which no such inventory bearing the Brand may be sold
by InterAct. 
  
 7.3 Waiver. No provision of this Agreement shall be
deemed waived whether by a course of conduct or otherwise unless such waiver is in writing signed by all parties and stating specifically that it is intended to modify this Agreement. 
  
 7.4 Further Assurances. The parties hereto agree to execute such further and other assurances and documents and do all such things
and actions which are reasonably required to carry out the purpose and intent of this Agreement, including, without limitation, the execution and delivery of any agreements and documents necessary to transfer and assign to Mad Catz all of the trade
marks (and applications therefore), domain names and copyrights purchased pursuant to this Agreement in all jurisdictions in which such trade marks, domain names and copyrights are registered (or have been applied for). 
  
 7.5 Time of Essence. Time shall be of the essence of this Agreement. 







 7.6 Public Announcements. The parties agree that after the signing of this Agreement and prior to the Time of
Closing, neither party shall make any press release or public announcement concerning this transaction without the prior written approval of the other party such approval not to be unreasonably withheld, except as required by applicable law or rules
of self regulatory organizations such as the Nasdaq Stock Market, Inc. 
  
 7.7
Applicable Law and Forum. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of New York, without reference to any conflict of laws provisions. The parties agree that any legal action or
proceeding arising out of or in connection with this Agreement may be brought in the federal or state courts located in New York County, State of New York, and by execution of this Agreement each party hereby irrevocably accepts and submits to the
jurisdiction of such courts in personam with respect to any such action or proceeding. 
  
 7.8 Facsimile and Counterparts. This Agreement may be signed by facsimile transmission and in counterparts. 
  
 –    –    –    –    – 
  
 This offer may be accepted by InterAct and Recoton by signing in the place provided and
returning a copy to Mad Catz by facsimile for receipt by Mad Catz by no later than 5:00 p.m. (Toronto time) on January 21, 2003, whereupon the agreement resulting from your acceptance of this offer shall be legally binding on the parties hereto.

  

	 Yours truly,
  
 MAD CATZ INTERACTIVE, INC.

		
	By:	 	/s/    MORRIS PERLIS        
	 	

	 	 	 Morris Perlis
 President and Chief Executive Officer



  

	MAD CATZ, INC.
		
	By:	 	/s/    DARREN RICHARDSON        
	 	

	 	 	 Darren Richardson
 President and Chief Operating Officer



  
 The undersigned hereby accepts
the foregoing offer this 23rd day of January, 2003. 
  

	INTERACT ACCESSORIES, INC.
		
	By:	 	/s/    ARNOLD KEZSBOM        
	 	

	 	 	 Arnold Kezsbom
 Vice President


  
 I
have authority to bind InterAct Accessories, Inc. 







 For good and valuable consideration, the undersigned hereby guarantees to Mad Catz Interactive, Inc. and Mad Catz, Inc.
the accuracy of the representations and warranties and the performance of the covenants and agreements of InterAct Accessories, Inc. under this Agreement, this 23rd day of January, 2003. 
  

	RECOTON CORPORATION
		
	By:	 	/s/    ARNOLD KEZSBOM        
	 	

	 	 	 Arnold Kezsbom
 Executive Vice President-Finance


  
 I
have the authority to bind Recoton Corporation. 
  







 Schedule “A” 
  
 GAMESHARK TRADEMARKS 
  

	 COUNTRY

	  	 TRADEMARK

	  	 STATUS

	  	REG NO.

	  	REG
DATE

	  	APP NO

	  	APP
DATE

	  	COMPANY

	  	CLASS

	  	 AGENT

	  	 ACTION & ACTION DATE


	 Canada
	  	SHARKWIRE	  	Applied	  	 	  	 	  	1022045	  	7/13/99	  	INTERACT	  	 	  	Gowling LaFleur Henderson LLP	  	2/10/03 – Check status
	 Canada
	  	SHARKWIRE ONLINE (& Design)	  	Applied	  	 	  	 	  	1022044	  	7/13/99	  	INTERACT	  	9, 42, 35, 38, 41	  	Gowling LaFleur Henderson LLP	  	2/10/03 – Check status
	 China
	  	GAMESHARK	  	Applied	  	 	  	 	  	3112535	  	3/13/02	  	INTERACT	  	9	  	Lee & Li	  	1/1/03 – Check status
	 China
	  	GAMESHARK	  	Applied	  	 	  	 	  	3112534	  	3/13/02	  	INTERACT	  	28	  	Lee & Li	  	1/1/03 – Check status
	 China
	  	Misc Design [shark]	  	Applied	  	 	  	 	  	3112533	  	3/13/02	  	INTERACT	  	9	  	Lee & Li	  	1/1/03 – Check status
	 China
	  	Misc. Design [shark]	  	Applied	  	 	  	 	  	3112532	  	3/13/02	  	INTERACT	  	28	  	Lee & Li	  	1/1/03 – Check status
	 CTM
	  	POOL SHARK	  	Applied	  	 	  	 	  	2034379	  	10/1/01	  	INTERACT	  	9	  	Jacobacci & Partners	  	1/1/03 – Check status
	 Hong Kong
	  	GAMESHARK	  	Applied	  	 	  	 	  	2002/03490	  	3/13/02	  	INTERACT	  	28	  	Lee & Li	  	1/1/03 – Check status
	 Hong Kong
	  	GAMESHARK	  	Applied	  	 	  	 	  	2002/03489	  	3/13/02	  	INTERACT	  	9	  	Lee & Li	  	1/1/03 – Check status
	 Hong Kong
	  	Misc. Design [shark]	  	Applied	  	 	  	 	  	2002/03501	  	3/13/02	  	INTERACT	  	28	  	Lee & Li	  	1/1/03 – Check status
	 Hong Kong
	  	Misc. Design [shark]	  	Applied	  	 	  	 	  	2002/03500	  	3/13/02	  	INTERACT	  	9	  	Lee & Li	  	1/1/03 – Check status
	 Taiwan
	  	GAME SHARK	  	Applied	  	 	  	 	  	91006330	  	2//20/02	  	INTERACT	  	9	  	Lee & Li	  	2/20/03 – Check status
	 Taiwan
	  	 GAME SHARK
 (& shark design)
	  	Applied	  	 	  	 	  	91006331	  	2//20/02	  	INTERACT	  	28	  	Lee & Li	  	2/20/03 – Check status
	 Australia
	  	 GAMESHARK
 (& Design)
	  	Registered	  	883313	  	5/29/02	  	883313	  	7/23/01	  	INTERACT	  	9, 38, 42	  	Allens Arthur Robinson	  	 1/23/11 – Begin Renewal
 7/23/11
– Renewal Deadline

	 Australia
	  	SHARKWIRE	  	Registered	  	808049	  	12/8/00	  	808049	  	9/23/99	  	INTERACT	  	9, 35, 38, 42	  	Allens Arthur Robinson	  	 3/23/09 – Begin Renewal
 9/23/09
– Renewal Deadline

	 Australia
	  	SHARKWIRE ONLINE (& Design)	  	Registered	  	808051	  	1/16/01	  	808051	  	9/23/99	  	INTERACT	  	9, 38, 35, 42	  	Allens Arthur Robinson	  	 3/23/09 – Begin Renewal
 9/23/09
– Renewal Deadline

	 Canada
	  	GAME SHARK	  	Registered	  	TMA510307	  	3/30/99	  	848612	  	6/19/97	  	INTERACT	  	9	  	 Gowling LaFleur
 Henderson
	  	 9/30/13 – Begin Renewal
 3/30/14
– Renewal Deadline

	 Canada
	  	GAMESHARK PRO	  	Registered	  	TMA554819	  	12/3/01	  	1016067	  	5/19/99	  	INTERACT	  	9	  	 Gowling LeFleur,
 Henderson
	  	 6/3/16 – Begin Renewal
 12/3/16
– Renewal Deadline

	 Canada
	  	Misc. Design [shark/city design]	  	Registered	  	TMA556528	  	1/17/02	  	1021515	  	7/7/99	  	INTERACT	  	42	  	Gowling LaFleur Henderson LLP	  	 7/17/16 – Begin Renewal
 1/17/17
– Renewal Deadline

	 Canada
	  	Misc. Design [gameshark]	  	Registered	  	TMA545731	  	5/28/02	  	1021517	  	7/7/99	  	INTERACT	  	9	  	Gowling LaFleur Henderson LLP	  	 10/28/15 – Begin Renewal
 5/28/16
– Renewal Deadline

	 CTM
	  	GAMESHARK	  	Registered	  	1527365	  	12/19/01	  	1527365	  	2/25/00	  	INTERACT	  	9, 38, 42	  	Jacobacci & Partners	  	 8/25/09 – Begin Renewal
 2/25/10
– Renewal Deadline

	 CTM
	  	MISC DESIGN [gameshark]	  	Registered	  	1237494	  	9/1/00	  	1237494	  	7/12/99	  	INTERACT	  	9, 28	  	Jacobacci & Partners	  	 1/12/09 – Begin Renewal
 7/12/09
– Renewal Deadline

	 CTM
	  	MISC DESIGN [shark/city]	  	Registered	  	1238062	  	9/1/00	  	1238062	  	7/12/99	  	INTERACT	  	42	  	Jacobacci & Partners	  	 1/12/09 – Begin Renewal
 7/12/09
– Renewal Deadline

	 CTM
	  	SHARKWIRE	  	Registered	  	1240944	  	2/20/01	  	1240944	  	7/14/99	  	INTERACT	  	9, 35, 38, 42	  	Jacobacci & Partners	  	 1/14/09 – Begin Renewal
 7/14/09
– Renewal Deadline


  










	 GAMESHARK TRADEMARKS
  

	 COUNTRY

	  	TRADEMARK

	 	STATUS

	  	REG NO.

	  	REG DATE

	  	APP NO

	  	APP DATE

	  	COMPANY

	  	CLASS

	  	 AGENT

	  	 ACTION & ACTION DATE


	 CTM
	  	 SHARKWIRE
 ONLINE (& Design)
	 	Registered	  	1239763	  	10/10/00	  	1239763	  	7/14/99	  	INTERACT	  	9, 35, 38, 42	  	Jacobacci & Partners	  	 1/14/09 – Begin Renewal
 7/14/09 – Renewal Deadline

	 Japan
	  	GAMESHARK	 	Registered	  	4530866	  	12/21/01	  	2000-19426	  	3/2/00	  	INTERACT	  	9, 38, 42	  	Fukuda & Associates	  	 6/21/11 – Begin Renewal
 12/21/11 – Renewal Deadline

	 Mexico
	  	GAMESHARK	 	Registered	  	653339	  	4/28/01	  	416877	  	3/22/00	  	INTERACT	  	9	  	Bercerril, Coca & Bercerril	  	 9/22/09 –Begin Renewal
 3/22/10 – Renewal Deadline

	 Mexico
	  	GAMESHARK	 	Registered	  	679878	  	11/30/00	  	416878	  	3/22/00	  	INTERACT	  	38	  	Bercerril, Coca & Bercerril	  	 9/22/09 – Begin Renewal
 3/22/10 – Renewal Deadline

	 Mexico
	  	GAMESHARK	 	Registered	  	693086	  	3/30/01	  	456464	  	11/3/00	  	INTERACT	  	42	  	Bercerril, Coca & Bercerril	  	 5/3/10 – Begin Renewal
 11/3/10 – Renewal Deadline

	 UK
	  	GAMESHARK	 	Registered	  	2226451	  	3//20/00	  	2226451	  	3/20/00	  	INTERACT	  	9, 38, 42	  	David Keltie Associates	  	 9/20/09 – Begin Renewal
 3/20/10 – Renewal Deadline

	 UK
	  	MAKO PAD	 	Registered	  	2161866	  	5/14/99	  	2161866	  	3/24/98	  	Assigned to InterAct
by Recoton UK
Limited	  	9	  	A.A. Thornton & Co.	  	 9/24/07 – Begin Renewal
 3/24/08 – Renewal Deadline

	 UK
	  	SHARKPAD
PRO	 	Registered	  	2161874	  	9/11/98	  	2161874	  	3/24/98	  	Assigned to InterAct
by Recoton UK
Limited	  	9	  	A.A. Thornton & Co.	  	 9/24/07 – Begin Renewal
 3/24/08 – Renewal Deadline

	 US
	  	 GAMESHARK
 (& Design)
	 	Applied	  	 	  	 	  	76/129312	  	9/18/00	  	InterAct	  	9	  	 	  	 1/10/03 – Prepare Statement of
 Use
for Filing
 3/3/03 – Deadline to file SOU

	 US
	  	POOL SHARK	 	Applied	  	 	  	 	  	75/734460	  	6/23/99	  	Assigned to InterAct
by STD
Manufacturing Ltd.	  	9	  	 	  	1/10/03 – Check status
	 US
	  	SHARK KNX	 	Applied	  	 	  	 	  	76/053532	  	5/22/00	  	Assigned to InterAct
by STD
Manufacturing Ltd.	  	9	  	 	  	 1/26/03 – Begin Statement of Use
 3/26/03 – Extended Deadline to file SOU

	 US
	  	SHARKCAGE	 	Applied	  	 	  	 	  	76/337306	  	11/13/01	  	InterAct	  	9	  	 	  	1⁄4/03 – Check status
	 US
	  	SHARKMASKS	 	Applied	  	 	  	 	  	76/337307	  	11/13/01	  	InterAct	  	9	  	 	  	1/1/03 – Check status
	 US
	  	SHARKPHONES	 	Applied	  	 	  	 	  	76/337305	  	11/13/01	  	InterAct	  	9	  	 	  	1/1/03 – Check status
	 US
	  	SHARKSKIN	 	Applied	  	 	  	 	  	76/337304	  	11/13/01	  	InterAct	  	9	  	 	  	 1/22/03 – Check for Notice of
 Allowance/Reg.

	 US
	  	TIGER SHARK	 	Applied	  	 	  	 	  	762966163	  	8/8/01	  	InterAct	  	9	  	 	  	2/27/03 – Statement of Use Due

  









 GAMESHARK TRADEMARKS 
  

	 COUNTRY

	  	TRADEMARK

	 	STATUS

	  	REG NO.

	  	REG DATE

	  	APP NO

	  	APP DATE

	  	COMPANY

	  	CLASS

	  	AGENT

	  	 ACTION
 & ACTION DATE


	 US
	  	ARCADE SHARK	 	Registered	  	2191419	  	9/22/98	  	75/221437	  	1/6/97	  	InterAct	  	9	  	 	  	 3/22/04 – Begin Section 8 & 15 Affidavit
 9/22/04 – Section 8 & 15 Affidavit Deadline
 3/22/08 – Begin Renewal
 9/22/08 – Renewal Deadline

	 US
	  	DANGEROUS WATERS	 	Registered	  	2439345	  	3/27/01	  	75/703945	  	5/11/99	  	InterAct	  	16	  	 	  	 9/27/06 – Begin Section 8 & 15 Affidavit
 3/27/07 – Section 8 & 15 Affidavit Deadline
 9/27/10 – Begin Renewal
 3/27/11 – Renewal Deadline

	 US
	  	GAMESHARK	 	Registered	  	2203092	  	11/10/98	  	75/005635	  	10/13/95	  	InterAct	  	9, 28	  	 	  	 5/10/04 – Begin Section 8 & 15 Affidavit
 11/10/04 – Section 8 & 15 Affidavit Deadline
 5/10/08 – Begin Renewal
 11/10/08 – Renewal Deadline

	 US
	  	GAMESHARK PRO	 	Registered	  	2394958	  	10/17/00	  	75/642723	  	2/18/99	  	InterAct	  	9	  	 	  	 4/17/06 – Begin Section 8 & 15 Affidavit
 10/17/06 – Section 8 & 15 Affidavit Deadline
 4/17/10 – Begin Renewal
 10/17/10 – Renewal Deadline

	 US
	  	HAMMERHEAD	 	Registered	  	2302938	  	12/21/99	  	75/526274	  	6/11/98	  	InterAct	  	9	  	 	  	 6/21/05 – Begin Section 8 & 15 Affidavit
 12/21/05 – Section 8 & 15 Affidavit Deadline
 6/21/09 – Begin Renewal
 12/21/09 – Renewal Deadline

	 US
	  	 MISC DESIGN
 [city in sharks mouth]
	 	Registered	  	2462436	  	6/19/01	  	75/666485	  	3/23/99	  	InterAct	  	200	  	 	  	 COLLECTIVE MEMBERSHIP MARK
 12/19/06
– Begin Section 8 & 15 Affidavit
 6/19/07 – Section 8 & 15 Affidavit Deadline
 12/19/10 – Begin Renewal
 6/19/11 – Renewal Deadline

	 US
	  	 MISC DESIGN
 [gameshark]
	 	Registered	  	2335012	  	3/28/00	  	75/593860	  	11/23/98	  	InterAct	  	9	  	 	  	 9/23/05 – Begin Section 8 & 15 Affidavit
 3/28/06 – Section 8 & 15 Affidavit Deadline
 9/23/09 – Begin Renewal
 3/28/10 – Renewal Deadline

	 US
	  	 MISC DESIGN
 [shark byte]
	 	Registered	  	2332025	  	3/21/00	  	75/644250	  	2/19/99	  	InterAct	  	9	  	 	  	 9/21/05 – Begin Section 8 & 15 Affidavit
 3/21/06 – Section 8 & 15 Affidavit Deadline
 9/21/09 – Begin Renewal
 3/21/10 – Renewal Deadline


  









 GAMESHARK TRADEMARKS 
  

	 COUNTRY

	  	TRADEMARK

	 	STATUS

	  	REG NO.

	  	REG DATE

	  	APP NO

	  	APP DATE

	  	COMPANY

	  	CLASS

	  	AGENT

	  	 ACTION & ACTION DATE


	 US
	  	SHARKBYTE	 	Registered	  	2337520	  	4/4/00	  	75/529602	  	8/3/98	  	InterAct	  	9	  	 	  	 10/4/05 – Begin Section 8 & 15 Affidavit
 4/4/06 – Section 8 & 15 Affidavit Deadline
 10/4/09 – Begin Renewal
 4/4/10 – Renewal Deadline

	 US
	  	SHARKPAD
PRO	 	Registered	  	2238027	  	4/13/99	  	75/221435	  	1/6/97	  	InterAct	  	9	  	 	  	 10/13/04 – Begin Section 8 & 15 Affidavit
 4/13/05 – Section 8 & 15 Affidavit Deadline
 10/13/08 – Begin Renewal
 4/13/09 – Renewal Deadline

	 US
	  	SHARKWIRE	 	Registered	  	2579238	  	6/11/02	  	75/672740	  	4/1/99	  	InterAct	  	9, 35, 38, 42	  	 	  	 12/11/07 – Begin Section 8 & 15 Affidavit
 6/11/08 – Section 8 & 15 Affidavit Deadline
 12/11/11 – Begin Renewal
 6/11/12 – Renewal Deadline

	 US
	  	SHARKWIRE
ONLINE	 	Registered	  	2582776	  	6/18/02	  	75/692264	  	4/27/99	  	InterAct	  	9, 35, 38, 42	  	 	  	 12/18/07 – Begin Section 8 & 15 Affidavit
 -6/18/08 Section 8 & 15 Affidavit Deadline
 12/18/11 – Begin Renewal
 6/18/12 – Renewal Deadline

	 US
	  	 SHARKWIRE
 ONLINE
 (& Design)
	 	Registered	  	2592075	  	7/9/02	  	75/694219	  	4/27/99	  	InterAct	  	9, 35, 38, 42	  	 	  	 1/9/08 – Begin Section 8 & 15 Affidavit
 7/9/08 – Section 8 & 15 Affidavit Deadline
 1/9/12 – Begin Renewal
 7/9/12 – Renewal Deadline


  










	 GAMESHARK OPPOSITIONS
  

	 COUNTRY

	  	TRADEMARK

	  	STATUS

	  	REG NO.

	  	REG DATE

	  	APP NO

	  	APP DATE

	  	COMPANY

	  	CLASS

	  	AGENT

	  	 ACTION & ACTION DATE


	 CTM
	  	 “THE SHARK”
	  	 Opposition
	  	 	  	 	  	 2391597
	  	 	  	 Euro-Pro
 Corporation
	  	 	  	 Jacobacci
 &
 Partners
	  	 Opposition No. B526279
 Trying to negotiate a settlement
 1/1/03 – Check status


  









 DOMAIN NAMES 
  

	DOMAIN	  	 OWNER

	  	CREATED

	  	EXPIRES


	 gameshark.com
	  	InterAct Accessories, Inc.	  	11/27/95	  	11/26/06
	 gameshark.net
	  	InterAct Accessories, Inc.	  	5/8/00	  	5/8/04

  









 Schedule “B” 
  
 GAMESHARK COPYRIGHTS 
  

	 COPYRIGHT

	  	REGISTRATION NO.

	  	REG. DATE

	  	COMPANY

	  	EXPIRATION DATE


	 GameShark codes (for PS2 version 1.8)
	  	TX-5-531-421	  	3/20/2002	  	InterAct
Accessories,
Inc. and Datel
Electronics,
Ltd.	  	7/31/2096
	 GameShark codes (initial listing for PS2)
	  	TX-5-531-422	  	3/20/2002	  	InterAct
Accessories,
Inc. and Datel
Electronics,
Ltd.	  	1/4/2096
	 GameShark codes (2001 codes for PS2)
	  	TX-5-531-423	  	3/20/2002	  	InterAct
Accessories,
Inc. and Datel
Electronics,
Ltd.	  	12/21/2096

  
  









 Schedule “C” 
 List of Sales