Exhibit 10.25


XBOX LIVE SERVER
PLATFORM ADDENDUM
 TO THE  XBOX 360 PUBLISHER
LICENSING AGREEMENT


This Xbox Live Server
Platform Addendum to the Xbox 360 Publisher Licensing Agreement (this “XLSP Addendum”)
is entered into and effective as of the later of the two signature dates below
(the “Effective Date”) by and between Microsoft Licensing, GP a Nevada general
partnership (“Microsoft”), and THQ Inc. (“Publisher”), and supplements the Xbox 360
Publisher License Agreement  between
the parties dated as of October 31, 2005 (the “Xbox 360 PLA”).  Except as expressly provided otherwise in
this XLSP Addendum, capitalized terms have the same meanings ascribed to them
in the Xbox 360 PLA.  The terms of the
Xbox 360 PLA are incorporated by reference, and except and to the extent
expressly modified by this XLSP Addendum, the Xbox 360 PLA remains in full
force and effect and is hereby ratified and confirmed.


RECITALS


A.                                   Under
the Xbox 360 PLA, Publisher may include in its Xbox 360 Software Titles certain
Online Features accessible via Xbox Live. 
Generally, Xbox Live is a closed online network accessible only by
servers owned and operated by Microsoft.


B.                                     Publisher
wishes to host on Publisher’s servers or a third party server some or all of
the Online Content for its Xbox 360 Software Titles in accordance with the
terms and conditions set forth herein.


Accordingly, for
and in consideration of the mutual covenants and conditions contained herein,
and for other good and valuable consideration, receipt of which each party hereby
acknowledges, Microsoft and Publisher agree as follows:


1.                                      Definitions


1.1                                 “Publisher Hosted Online Content”
means any content, including
without limitation any Online Content or Online Game Feature, that is hosted
and served through the Publisher Hosting Services under the terms of this XLSP Addendum.


1.2                                 “Publisher Hosting Services”
means Publisher’s hosting of
Publisher Hosted Online Content pursuant to the terms and conditions of this XLSP
Addendum, whether performed by Publisher or a Third
Party Host, including operating, maintaining and controlling the servers
necessary for the provision of Publisher Hosted Online Content.


1.3                                  “Third Party Host” means a third party providing Publisher
Hosting Services on behalf of Publisher.


1.4                                  “Xbox Live Server Platform”
or “XLSP” means Microsoft’s
platform and/or server architecture which enables the Publisher Hosting
Services to function as an expansion to the features available from the Xbox
Live service.


1.5                                 “Xbox Live User Content” means any content that originates from Xbox
Live Users in any format and that is published through or as part of any Publisher
Hosted Online Content, but excluding Xbox Live User Communications.


1.6                                 “Xbox Live User
Communications” means transient
voice and text communications sent from an Xbox Live User to one or more Xbox
Live Users (e.g, voice chat).



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2.                                      Approval
and Certification


All proposed
Publisher Hosting Services and Publisher Hosted Online Content must go through
the same approval process as set forth in the Xbox 360 PLA (i.e., the stages
for Concept approval, pre-Certification, Certification and Marketing Materials approvals
that apply to all aspects of the Software Title).   All Publisher Hosting Services and Publisher
Hosted Online Content is subject to the same terms to which any Software Title
and/or Online Content is subject per the Xbox 360 PLA.  In order to pass a Software Title using XLSP
through Certification, Publisher may be required to submit additional
information about its server architecture and access to its server environment sufficient
to enable Microsoft to conduct testing of the Publisher Hosting Services.  In addition to the requirements under this
XLSP Addendum, Publisher acknowledges and agrees that it will be bound by all XLSP
policies set forth in the Xbox 360 Publisher Guide.


3.                                      Privacy


As a condition for
Certification, Microsoft may require Publisher to have a separate terms of use or
privacy policy under Publisher’s name and implemented in a manner that is reasonably
acceptable to Microsoft.  Microsoft must
expressly consent to any collection of Xbox Live User personally identifiable
information and in such event, Publisher may collect only what user data that
is legitimately necessary for the intended purpose and may not use any such
user data relating to the Xbox 360 and the Xbox Live service in any manner
outside of the Publisher Hosting Services. 
In the event Microsoft requires that Publisher use a separate terms of
use or privacy policy for the Publisher Hosting Services, then such policies
will clearly state (i) that the Xbox Live User’s personal information will be
shared with Microsoft, and (ii) that the Xbox Live User will be subject to the
terms and conditions of the Microsoft Privacy Statement and the Microsoft Terms
of Use.  Such notice must contain
hyperlinks to the Xbox Live terms of use, privacy statement, and code of
conduct currently located at, http://www.xbox.com/xboxlive.  Publisher agrees that any separate terms of
use or privacy policy will be in addition to and not conflicting with the Xbox
Live terms of use, privacy statement and code of conduct.


4.                                      Beta
Trials


At any time prior
to Certification of the Software Title that uses XLSP, Microsoft may require
that internal or public beta testing be conducted by or on behalf of Microsoft
(the “Beta Trials”).  Microsoft’s prior
written approval, which may be withheld in Microsoft’s sole discretion, is
required for any Beta Trials.  All
feedback provided by Microsoft to Publisher as a result of the Beta Trials is advisory
in nature, and satisfactory feedback from the Beta Trials is not an indication
that the Publisher Hosted Online Content will be approved following the
Certification submission.  Likewise, Beta
Trial feedback may include information regarding violations of Technical Certification
Requirements that could, if not addressed by Publisher, result in Certification
failure.


5.                                      Publisher
Hosting Services


5.1                                 Publisher
Responsibility.  Publisher is responsible for hosting the Publisher
Hosted Online Content and providing the Publisher Hosting Services.  Publisher shall operate the Publisher Hosting
Services in a manner that meets or exceeds standards of quality, performance,
stability, and security generally accepted in the industry, and those specific
requirements set forth below in this section and in the Xbox 360 Publisher Guide.


5.2                                 Third Party Host.  If Publisher is using a Third Party Host to provide the Publisher Hosting
Services, Publisher may provide to the Third Party Host access to only those
portions of the XDK that are necessary for the Third Party Host to perform Publisher’s
Hosting Services.  Prior to using the
services of any Third Party Host, the Third Party Host and Publisher must sign
a Third Party Hosting Agreement substantially and materially in the form set
forth in Exhibit A, and Microsoft must accept and approve such
agreement in writing.  Publisher hereby  unconditionally and irrevocably guarantees
the Third Party Host’s performance of the applicable obligations and
restrictions imposed by this XLSP
Addendum and the Third Party Hosting Agreement.



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5.3                                 Publisher Hosting Service
Requirements.  Publisher shall adhere to the following
requirements and upon request from Microsoft, Publisher shall provide Microsoft
with sufficient information to verify compliance with these requirements:


5.3.1                        Operation.  Publisher shall monitor the
operation and performance of the Publisher Hosting Services, respond to
technical and Xbox Live User inquiries, and have rules, policies, and
procedures for the Publisher Hosting Services that are consistent with the
standards defined below or as otherwise provided by Microsoft from time to time
in the event Microsoft reasonably determines that the standards need to be
updated in light of industry standards.


5.3.2                        Reporting and Technical Policies.  The parties shall follow
the communication processes for sharing and updating each other’s technical
teams set forth in the Xbox 360 Publisher Guide.  In addition, Publisher shall follow the
technical processes, policies, rules, and detailed procedures for notification,
escalation and reporting of scheduled and unscheduled maintenance, and problems
that might occur with the Publisher Hosting Services as set forth in the Xbox
360 Publisher Guide.  Each party is responsible
for notifying the other in the event that it discovers a technical problem with
the service of the other party.  Publisher
shall provide Microsoft **** advanced written notice of Publisher’s scheduled
downtimes, and Publisher shall use commercially reasonable efforts to schedule
maintenance downtimes for the Publisher Hosting Services at the same time as
Microsoft’s scheduled downtimes for Xbox Live. 
Upon notification of a scheduled downtime for the Publisher Hosting
Services, Microsoft may at its option request an alternate time for such
scheduled maintenance and Publisher shall use commercially reasonable efforts
to accommodate Microsoft’s request.


5.3.3                        Server Capacity and Uptime.   Publisher
shall use commercially reasonable efforts to support all users of its Publisher
Hosting Services, including operating sufficient servers for user traffic, and
shall immediately inform Microsoft of the failure of relevant Publisher Hosting
Services.  Publisher shall ensure that
all servers operate at no more than **** CPU capacity when the Publisher
Hosting Services is at a “peak load” where “peak load” is defined as that point
when, during a given month, (i) server transactions per second are at their
highest level for the Publisher Hosting Services and (ii) CPU consumption is at
its highest level.  The Publisher Hosting
Services  shall have uptime of **** per
month, where uptime is defined as the portion of time when the system is accessible
and available to Xbox Live Users.  Uptime
will be calculated on a monthly basis assuming conformance with the industry
standard of monitoring uptime every ****. 
Publisher will report the uptime statistics to Microsoft upon request.  Scheduled maintenance done pursuant to
Section 5.3.2 above may be deducted when calculating uptime.


5.3.4                        Publisher Contact.  As provided in the Xbox 360
Publisher Guide, Publisher shall designate at least one full-time employee as a
product or program manager to the services contemplated under this XLSP Addendum,
responsible for serving as Microsoft’s liaison, performing Publisher’s
obligations under this Agreement, and serving as primary contact to Microsoft.


5.3.5                        Server Location.  Publisher must locate all servers used to
operate the Publisher Hosting Services in approved territories as provided for
in the Xbox 360 Publisher Guide.


5.3.6                        Troubleshooting; Notice to Users.  If the Publisher Hosting Services are unable
to establish a connection to Xbox Live, then Publisher will work with Microsoft
to troubleshoot the cause of the problem and diligently work to fix any such
problem.  During any time in which a
Software Title or any Publisher Hosted Online Content using the Publisher
Hosting Services are unable to establish a connection to the Publisher Hosting
Services, then Publisher will display the appropriate message to the Xbox Live
User in accordance with the Xbox 360 Publisher Guide.






*
Confidential portion omitted and filed separately with the Securities and
Exchange Commission.



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5.4                                 Customer Support.  As set forth in the Xbox 360 PLA,
as between Microsoft and Publisher, Publisher is solely responsible for
providing customer support to Xbox Live Users for Publisher Hosted Online Content
and Publisher Hosting Services.  Except
as expressly set forth herein, Publisher acknowledges and agrees that Microsoft
has no support responsibilities whatsoever to Xbox Live Users for the Publisher
Hosted Online Content and Publisher Hosting Services.


5.5                                 Xbox
Live Family Settings Features.  Publisher
Hosting Services and Publisher Hosted Online Content shall at all times comply
with the requirements of the Xbox 360 Publisher Guide and the Technical
Certification Requirements related to the family settings features of the Xbox
360 and Xbox Live.


5.6                                 Law Enforcement and Regulatory Requirements.  Publisher is responsible for
ensuring that the Publisher Hosting Services and Publisher Hosted Online
Content comply with all legal and regulatory requirements that apply in the jurisdictions
in which such services or content are made available.  Publisher may be required to provide
Microsoft with information including legal opinions (when reasonably necessary)
to verify that the Publisher Hosting Services and Publisher Hosted Online
Content comply with applicable laws.  In
addition, Publisher agrees that it will promptly reply to and comply with any
requests by any law enforcement officials regarding the Publisher Hosting
Services or Publisher Hosted Online Content.


6.                                      Xbox
Live User Content


6.1                                 Microsoft Approval.  Publisher may not allow Xbox Live Users to create,
share or otherwise provide Xbox Live User Content in connection with a Software
Title without Microsoft’s express approval. 
If Publisher wants to make Xbox Live User Content available as part of Publisher
Hosted Online Content, Publisher will provide to Microsoft a detailed
description of the process and procedures Publisher will have in place
regarding such Xbox Live User Content.


6.2                                 Claim of Infringement.  If Microsoft has approved
Publisher allowing Xbox Live User Content, Publisher shall maintain a procedure
for removing Xbox Live User Content in the event of a good faith claim of
infringement pursuant to the Digital Millennium Copyright Act (DMCA) and other
applicable laws and regulations.  Microsoft may notify Publisher of any
complaints Microsoft receives related to Xbox Live User Content. 
Publisher shall remove allegedly infringing Xbox Live User Content upon receipt
of a good faith third party claim of infringement in compliance with the DMCA
(or other applicable laws and regulations) or upon notice from Microsoft, but
no later than forty-eight (48) hours in the event Publisher does not or is not
able to rectify any such claim within the forty-eight (48) hour period. 
Publisher agrees to notify Microsoft as soon as commercially reasonable (and in
any event no later than forty-eight (48) hours after receipt) of any such
claims of infringement and to update Microsoft as to steps taken in response
thereto.  In order to mitigate escalation of any such claims, Microsoft
may in its good faith discretion remove such content according to Microsoft’s
standard procedure for compliance with the DMCA and other applicable laws and
regulations.


6.3                                 Additional
Circumstances for Removal of Xbox Live User Content.  Microsoft may in its
discretion request that Xbox Live User Content be removed by Publisher pursuant
to the procedures described above for Xbox Live User violations of the Microsoft’s
Terms of Use and/or Code of Conduct.


7.                                      Action
by Microsoft


In the event Publisher
fails to perform any of its obligations under this XLSP Addendum, including
failure to conform to the approved Concept for the Software Title and/or
Publisher Hosting Services, Microsoft has the right, without limiting any of
its other rights and remedies under the Agreement, to restrict access to the Publisher
Hosted Online Content and disconnect Publisher Hosting Services from Xbox Live.  Microsoft, in its discretion, may restrict
the uploading of Xbox Live User Content to, or require Publisher to remove Xbox
Live User Content from, Xbox Live in accordance with the Xbox Live Terms of Use,
the Xbox Live Privacy Policy and the Xbox Live Code of Conduct.



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8.                                      Term and Termination


8.1                                 Term.  The
Term of this XLSP Addendum is the same as set forth in the Xbox 360 PLA.


8.2                                 Effect of Termination.  Upon
termination or expiration of the Xbox 360 PLA and/or this XLSP Addendum, Publisher
shall continue to support existing Publisher Hosted Online Content until the
earlier of (1) the end of the Finished Product Unit sell-off period as set
forth in the Xbox 360 PLA, or (2) the end of the Minimum Commitment term for
Online Content (as defined in the Xbox 360 PLA).  Additionally, Publisher shall continue to
support any event-based Publisher
Hosted Online Content that started before termination or expiration.  To the extent Publisher has support obligations
pursuant to this Section 8.2 following termination or expiration, all of Publisher’s
obligations under this XLSP Addendum will continue to apply. If this XLSP Addendum
is terminated due to Publisher’s breach, then Microsoft has the right to
immediately terminate the availability of the Publisher Hosted Online Content and require that the
operation of Publisher Hosting Services immediately cease, and all Microsoft
software or materials be immediately returned to Microsoft.


8.3                                 Survival.  The following Sections of this XLSP Addendum shall survive expiration
or termination of this XLSP Addendum:  9
and 10.  Other sections shall survive in
accordance with their terms.


9.                                      Warranties


In addition to the
warranties set forth in the Xbox 360 PLA, Publisher additionally warrants and
represents that:


9.1                                 Any and all information, data, logos,
software or other materials provided to Microsoft and/or made available to Xbox
Live Users via Publisher Hosted
Online Content or the Publisher Hosting Services complies with all applicable laws
and regulations and  does not and
will not infringe upon or misappropriate any third party trade secrets,
copyrights, trademarks, patents, publicity, privacy or other proprietary rights.


9.2                                 The Publisher Hosted Online Content and the Publisher Hosting Services do not and will
not contain any messages, data, images or programs which are, by law,
defamatory, obscene or pornographic, or in any way violate any applicable laws
(including without limitation laws of privacy) of the applicable Online Territory(ies).


9.3                                 The Publisher Hosted Online Content and the Publisher Hosting Services do not harvest
or otherwise collect information about Xbox Live Users, including e-mail
addresses, and the Publisher Hosted
Online Content and the Publisher Hosting Services do not link to any
unsolicited communication sent to any third party.


9.4                                 Publisher will not serve any Publisher Hosted
Online Content that is not approved in the Software Title’s Concept.


9.5                                 Publisher has obtained all necessary rights
and permissions for its and Microsoft’s use of the Xbox Live User Content and
the Xbox Live User Content does not infringe the intellectual property rights
of any third party.


10.                               Indemnification


The
indemnification obligations of the parties under the Xbox 360 PLA extends to
any breach by either party of its warranties, representations or covenants set
forth in this XLSP Addendum.  With regard
to the Publisher Hosting Services, Publisher’s warranties, representation,
covenants and indemnification obligations apply regardless of whether or not Publisher
has engaged a Third Party Host to perform all or any of the Publisher Hosting
Services.



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Publisher’s
indemnity obligation applies to any third party claims arising out of Microsoft’s
use of the Xbox Live User Content.


11.                               Sub-Publishing


Publisher may
enter into sub-publishing arrangements as provided for in the Xbox 360 PLA with
respect to Software Titles subject to this XLSP Addendum, provided that
Publisher remains in control of and responsible for the operations of all
Publisher Hosted Online Content and Publisher Online Services.  If Publisher desires to transfer the
ownership and operation of Publisher Online Services to its sub-publishing
partner, then the sub-publisher must be treated as a Third Party Host hereunder
or Publisher must get confirmation in writing that the sub-publisher has its
own XLSP Addendum in place with Microsoft.


12.                               Written Amendment and Approvals


Approvals under
this XLSP Addendum that are required to be in writing require the exchange of written
signatures by authorized individuals of each party.  Email or oral approvals in such cases will
not be valid.  This XLSP Addendum may not
be modified except by written agreement dated after the date of this XLSP Addendum
and signed by Publisher and Microsoft.


IN WITNESS WHEREOF, the
parties hereto have caused this XLSP Addendum to be executed as of the
Effective Date on the dates indicated below.


	
  “Microsoft”

  	
   

  	
  “Publisher”

  
	
  MICROSOFT
  LICENSING, GP

  	
   

  	
  THQ INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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  By (sign)

  
	
   

  	
   

  	
   

  
	
  Name (Print)

  	
   

  	
  Name (Print)

  
	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Date

  



 



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EXHIBIT A


THIRD
PARTY HOST AGREEMENT


For good and
valuable consideration,                                                                 ,
a corporation of                                                   
(“Third Party Host”) hereby covenants and agrees with Microsoft Licensing, GP (“Microsoft”),
a Nevada General Partnership, and                                        
(“Publisher”), a                                         
that Third Party Host shall comply with all obligations and terms and
conditions of Publisher related to the XDK License and the Publisher Hosting Services
as defined in and pursuant to the Xbox 360 Publisher License Agreement between
Microsoft and Publisher dated                                                      
and the Xbox Live Server Platform Addendum to the Xbox 360 Publisher Licensing
Agreement between Microsoft and Publisher  dated                                                  
(collectively the “Agreement”).


It is a condition
precedent to the effectiveness of this Third Party Host Agreement that the
Third Party Host execute and return to Microsoft a signed XDK License,
including an executed Nondisclosure Agreement.


Except as provided below, this Third Party Host Agreement
commences on the Effective Date set forth above and continues until the earlier
of termination or expiration of the Agreement.


Nothing contained herein limits Publisher’ ability to exercise any
rights and/or to assert any claims and/or liabilities against Third Party Host
under any separate agreement between Publisher and Third Party Host.


IN WITNESS
WHEREOF, the undersigned parties have executed this agreement as of the date
set forth below.  All signed copies of
this Third Party Host Agreement are to be deemed originals.


	
  “THIRD PARTY HOST”

  	
   

  	
  “PUBLISHER”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  Title

  	
   

  	
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  Date

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  “Microsoft”

  	
   

  	
   

  
	
  MICROSOFT
  LICENSING, GP

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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