AMENDMENT
NUMBER THREE

    TO
THE OCTOBER 24, 2008 SALES AGREEMENT


    


    This
amendment number three (“Amendment 3”), effective as of June 1,
2009 (the “Amendment 3 Effective Date”), amends the
Sales Agreement dated October 24, 2008 between Zoo Publishing, Inc. (“Zoo”) and Atari, Inc. (“Atari”), in full force and
effect as of the date hereof (the “Sales Agreement”).  This
Amendment 3, when fully executed, shall constitute the further understanding
between the parties with respect to the Sales Agreement, as
follows:

    


    
      	
               
      

            	
              1.

            	
              Section
      1(b) is deleted and replaced with the
following:

            


    

    


    “Platforms,”
shall include Microsoft Xbox 360 (Xbox360), Nintendo Game Boy Advance System
(GBA), Nintendo Dual Screen System (DS), Nintendo DSi System (DSi), Nintendo Wii
System (Wii), Sony Playstation Portable (PSP),  Sony Playstation 2
(PS2), Sony Playstation 3 (PS3) and the Personal Computer, and any and all
derivatives and successors thereof.”

    


    
      	
               
      

            	
              2.

            	
              Notwithstanding
      anything to the contrary which may be contained in the Sales Agreement,
      including without limitation Sections 2(a) and 6, the following shall
      apply from August 1, 2009 until the end of the
      Term.  :

            


    

    


    All rights granted to Atari in the
Sales Agreement shall be limited to the following wholesalers and retailers in
the Territory: Wal-Mart, Sam’s Club, Jack of All Games, GameStop and Target (the
“Atari
Accounts”).  The
right to sell the Video Games to the Atari Accounts shall be exclusive to
Atari.  Atari shall not sell the Video Games to any other retailers,
wholesalers or customers and Zoo shall have the right to sell to all
wholesalers, retailers and other customers except for the Atari
Accounts.  In
the event Atari does not pay Zoo for any purchase order(s) for the Atari
Accounts in accordance with the Agreement and does not render such payment
within 10 days of receipt of Zoo’s subsequent written request for such payment
relating to any purchase order(s) for the Atari Accounts, and such purchase
order(s) do not represent a material change from the sales forecast as set forth
in Paragraph 5 of this Amendment 3, the Atari Account(s) subject to such request
will be automatically deleted from the definition of Atari Accounts and Zoo
shall be free to sell to such account(s) with no payment obligations to or by
Atari.  For clarity, Atari shall no longer have any right to sell to such
account(s).   In addition, on or after November 1, 2009, the
parties shall reassess the business relationship, including the feasibility of
adding wholesalers and retailers to the Atari
Accounts. 

    


    
      	
               
      

            	
              3.

            	
              Notwithstanding
      anything to the contrary which may be contained in the Sales Agreement,
      including without limitation, Sections 2(d)-(f), 4(b) and 6(b), the
      following shall apply from August 1, 2009 until the end of the
      Term:

            


    

    


    Atari
shall receive purchase orders directly from the Atari Accounts.  Atari
shall have no obligation with respect to any purchase order that is not made to
Atari.  Without limiting the generality of the foregoing, Atari may
withhold payments related to any purchase order not made out to Atari unless and
until Zoo causes the Atari Account to make such purchase order to
Atari.   Atari shall supply Zoo with copies of all orders made by
the Atari Accounts when such orders are placed.

    


    Atari
shall hold all rights in connection with credit and collections issues relating
to purchase orders made by Atari Accounts.  Atari hereby assumes all
collection risk relating to purchase orders made out to Atari from the Atari
Accounts.  Zoo shall reasonably assist Atari with collections on any
and all purchase orders, if needed.  Atari may continue to hold a
reserve (and shall have no obligation to liquidate such reserve) unless and
until Atari receives full payment in connection with all purchase
orders.

    


    AMENDMENT
NUMBER THREE TO OCTOBER 24TH, 2008
SALES AGREEMENT- June 15, 2009

     

    
      
         

      

      
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              4.

            	
              Notwithstanding
      anything to the contrary which may be contained in the Sales Agreement,
      including without limitation, Section 2(f), the following shall apply from
      August 1, 2009 until the end of the
Term:

            


    

    


    For Video
Games sold in Wal-Mart in end caps and having a retail price of $[INFORMATION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2] per unit or
less, Zoo shall pay the cost of goods for such Video Games and the ATARI Price
for such Video Games shall be [INFORMATION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2]% of the price
on the customer purchase order for such Video Games.

    


    For Video
Games sold to any of the Atari Accounts with allowances, price protection and
other charges, fees and expenses (collectively, “Retail Charges”), Atari may
deduct such Retail Charges from the reserve held by Atari.  If such
reserve is insufficient to cover any Retail Charges granted by Zoo to any of the
Atari Accounts, then Atari may deduct such Retail Charges from any amounts
payable to Zoo.

    


    If Atari
incurs any charges, fees or expenses in connection with the performance of any
services requested by Zoo, including without limitation, sales support and
shipping costs not otherwise covered by this Agreement, then Zoo shall promptly
reimburse Atari for such charges, fees or expenses.  All such charges,
fees or expenses incurred pursuant to this paragraph shall be subject to the
prior mutual agreement of Atari and Zoo.  For the purpose of clarity,
Atari shall have no obligation to render any such services.

    


    
      	
               
      

            	
              5.

            	
              Notwithstanding
      anything to the contrary which may be contained in the Sales Agreement,
      including without limitation, Sections 2(e)-(g), the following shall apply
      from August 1, 2009 until the end of the
Term:

            


    

    


    Zoo shall
provide Atari with sales forecasts on a rolling 13-week basis.  If the
sales forecast for any week include any material change(s), then Atari shall
have no payment or other obligation to Zoo with respect to such change(s),
unless Atari agrees to accommodate such change(s).  As used in this
paragraph, material changes means a deviation in units of ten percent (10%) or
greater from the forecast for the relevant week as reflected in the original
sales forecast dated April  3, 2009.  Less than 10% shall
not be deemed a “material change”.  In the event Atari chooses to not
accommodate the relative material change, Zoo shall not be obligated to order
the units above the amounts of units that Atari has agreed to fund.

    


    
      	
               
      

            	
              6.

            	
              Section
      3 is modified as follows:

            


    

    


    The Term
is hereby extended through March 31, 2010.

    


    
      	
               
      

            	
              7.

            	
              Section
      6(b) is modified as follows:

            


    

    


    The
period during which Atari shall have the right to hold a reasonable reserve for
projected returns is extended through July 31, 2010, except as otherwise set
forth herein.

    


    Except as
expressly or by necessary implication modified or amended by this Amendment 3,
the terms of the Sales Agreement are hereby ratified and confirmed without
limitation or exception.  Capitalized terms used in this Amendment 3
and not otherwise defined shall have the same meaning ascribed to them as set
forth in the Sales Agreement.

    


    The
parties hereto have executed this Amendment 3, which shall be effective as of
the Amendment 3 Effective Date.

    


    
      
        
          
            
              
                	
                        Zoo
      Publishing, Inc.

                      	 
      	
                        Atari,
      Inc.

                      
	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /s/ David J. Fremed

                      	 
      	
                        By:
       /s/ James
      Wilson

                      
	 
      	 
      	 
      	 
      
	
                        Name:

                      	
                        David J. Fremed

                      	 
      	
                        Name:
      James
      Wilson

                      
	 
      	 
      	 
      	 
      
	
                        Title:

                      	
                        Chief Financial Officer

                      	 
      	
                        Title:
      President/CEO

                      


              

            

          

        

      

    

    


    *We
have requested confidential treatment of certain provisions contained in this
exhibit.  The copy filed as an exhibit omits the information subject
to the confidentiality request.*

     

    AMENDMENT NUMBER THREE TO OCTOBER
24TH, 2008
SALES AGREEMENT- June 15, 2009

     

    
      
         

      

      
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