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                               SERVICE AGREEMENT
                                  relating to




                       ACCLAIM ENTERTAINMENT LIMITED (1)

                       RODNEY PETER COUSENS          (2)

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          DATE

               26 February 1999

          PARTIES

(1)       ACCLAIM ENTERTAINMENT LIMITED (no 2616245) whose registered office is
          at Moreau House 112 - 120 Brompton Road, Knightsbridge, London,
          SW3 1JJ ("the Company")

(2)       RODNEY PETER COUSENS of The Glebe House, Pettworth Road, Chiddingfold,
          Godalming, Surrey, GU8 4US ("the Executive")

          INTERPRETATION

(1)       In this Agreement, unless the context otherwise requires, the
          following expressions have the meanings set out below:

          the Acclaim Board             the directors for the time being of
                                        Acclaim Entertainment Inc. present at a
                                        duly convened meeting for the directors;

          Acclaim Entertainment, Inc.   a company incorporated under the laws of
                                        Delaware and registered with IRS
                                        Employment Identification Number
                                        38-2698904;

          Acclaim International         the international division of the
                                        Acclaim Group which represents the
                                        business of Acclaim Entertainment, Inc.
                                        outside the US;

          the Acclaim Group             Acclaim Entertainment, Inc. and its
                                        subsidiaries engaged in the business of
                                        selling and exploiting video and
                                        computer games, including the Company;

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          the Appointment               the employment of the Executive pursuant
                                        to this Agreement;

          the Board                     the directors for the time being of the
                                        Company present at a duly convened and
                                        quorate meeting of the directors or of a
                                        committee of the directors duly
                                        appointed for the purpose in question;

          the Commencement Date         1 January 1998;

          the Compensation Committee    a committee of the Acclaim Board which
                                        determines the annual salary, any
                                        bonuses and other remuneration payable
                                        to the Executive and other members of
                                        the Acclaim Board and of which a
                                        majority consists of non-executive
                                        directors;

          Confidential Information      all information which may be imparted in
                                        confidence or be of a confidential
                                        nature relating to the business or
                                        prospective business, current or
                                        projected plans or internal affairs of
                                        the Company or any Group Company and, in
                                        particular, but not limited to all
                                        Know-how, Marketing Information, trade
                                        secrets, unpublished information
                                        relating to the Company's or any Group
                                        Company's intellectual property and any
                                        other commercial, financial or technical
                                        information relating to the business or
                                        prospective business of the Company or
                                        any Group Company or to any customer or
                                        potential customer or supplier or
                                        potential supplier, licensee, officer or
                                        employee of the Company or any Group

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                                        Company or to any member or person
                                        interested in the share capital of the
                                        Company or any Group Company. In this
                                        definition "prospective business" means
                                        business in respect of which the Company
                                        or any Group Company is engaged in
                                        negotiations with third parties;

          Documents                     documents, disks, memory, notebooks,
                                        tapes or any other medium, whether or
                                        not eye-readable, on which information
                                        (whether confidential or otherwise) may
                                        from time to time be referred to,
                                        written or recorded;

          the ERA                       the Employment Rights Act 1996;

          Group                         all companies being any of a subsidiary
                                        or subsidiary undertaking of the Company
                                        or a holding company or parent
                                        undertaking of the Company or a
                                        subsidiary or subsidiary undertaking of
                                        any such holding company or parent
                                        undertaking which company is engaged in
                                        the sale and exploitation of video and
                                        computer games;

          Group Company                 any company within the Group and
                                        references to the "Group Companies"
                                        shall be construed accordingly;

          Key Employee                  any employee of the Company or any Group
                                        Company who is or was (in the period of
                                        12 months prior to the Termination Date)
                                        employed to the knowledge of the
                                        Executive;

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                                        (a) at management grade; or

                                        (b) in a senior capacity; or

                                        (c) in a capacity in which he has access
                                            to or obtained Confidential
                                            Information and in respect of whom
                                            the Executive exercised control or
                                            had managerial responsibility.

          Know-how                      information (including without
                                        limitation that comprised in formulae,
                                        specifications, designs, drawings,
                                        component lists, databases, software (or
                                        pre-cursor documents), databases,
                                        manuals, instructions and catalogues
                                        held in whatever form relating to the
                                        creation, production or supply of any
                                        products or services by the Company or
                                        any Group Company, or by or to any of
                                        the suppliers, customers, partners or
                                        joint ventures of such company;

          Marketing Information         information relating to the marketing
                                        or sales of any products or services of
                                        the Company or any Group Company,
                                        including lists of customers' and
                                        suppliers' names, addresses and
                                        contacts, sales targets and statistics,
                                        market share and pricing statistics,
                                        marketing surveys, research and reports
                                        and advertising and promotional
                                        material; and

          Termination Date              the date of termination or expiration of
                                        the Appointment.

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(2)       The expressions "subsidiary" and "holding company" have the meanings
          given to them by Sections 736 and 736A of the Companies Act 1985; the
          expressions "parent undertaking" and "subsidiary undertaking" have the
          meanings given to them by Sections 258, 259 and 260 of the Companies
          Act 1985; and the expression "financial year" has the meaning given by
          Section 223 of the Companies Act 1985.

(3)       The provisions of Sections 324 and 328 of the Companies Act 1985 apply
          in determining for the purpose of Clauses 8 and 9 whether the
          Executive has an interest in any shares or other securities.

(4)       References to Clauses, Parties and the Schedules are respectively to
          Clauses of and the Parties and the Schedules to this Agreement.

(5)       References to any enactment are to be construed as referring also to
          any enactment or re-enactment thereof (whether before or after the
          date hereof), and to any previous enactment which such enactment has
          replaced (with or without amendment provided that the amendment does
          not change the law as at the date hereof) and to any regulation or
          order made thereunder.

(6)       The clause headings are for ease of reference only and shall not
          affect the interpretation of this Agreement.

          OPERATIVE PROVISIONS

1         Job Title

1.1       The Company shall employ the Executive and the Executive shall serve
          the Company as President and Chief Operating Officer of Acclaim
          International or in such other capacity as the Board may reasonably
          require.

1.2       The Executive shall be the third most senior employee within the Group
          after the Chief Executive Officer and Co-Chairman of the Acclaim Board
          and the Senior Executive Vice President & Co-Chairman of the Acclaim
          Board and shall be remunerated commensurately with this position. The
          Executive shall report directly to Greg Fischbach. Neither the Company
          nor any Group Company shall appoint any other person to a position
          more senior than, or equivalent in status to, that held

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          by the Executive, or to act jointly with the Executive, without the
          prior written consent of the Executive.

1.3       In the event that both Co-Chairmen of the Acclaim Board cease to be
          employed by Acclaim Entertainment, Inc. the Executive may terminate
          the Appointment by not less than six months' Notice in writing to the
          Company to expire at any time and neither the Company nor any Group
          Company shall have any claim for damages or otherwise against the
          Executive in respect of the termination of the appointment under this
          clause. The Executive will be notified by the Company as soon as
          practicable and, in any event within two weeks, if both the
          Co-Chairmen of the Acclaim Board shall for any reason cease to be
          employed by Acclaim Entertainment, Inc. The Executive Shall exercise
          his right to give notice under this Clause within three months of
          being notified of the cessation of the employment of the Co-Chairmen
          of the Acclaim Board or else he shall lose his entitlements under this
          Clause.

2         Period of Employment

2.1       The Appointment shall be deemed to have commenced on the Commencement
          Date and will continue until terminated in accordance with Clause 2.2
          or Clause 11.

2.2       Either party may terminate this Agreement by giving to the other not
          less than six months' prior written notice to expire at any time after
          the third anniversary of the Commencement Date.

3         Duties

3.1       The Executive shall faithfully and diligently perform the duties of
          President and Chief Operating Officer of Acclaim International. The
          Executive shall be directly responsible for supervising and
          co-ordinating the activities of the Group Companies within Acclaim
          International and shall use his best efforts to facilitate the
          generation of profits within those Group Companies. The Executive
          shall also perform such additional or other duties consistent with his
          position as President and Chief Operating Officer of Acclaim
          International as may be reasonably assigned to or vested in him by the
          Co-Chairman of the Acclaim Board. Subject to the approval of the
          Acclaim Entertainment, Inc. shareholders, the Company shall procure
          that the Executive is appointed as a director of the Acclaim Board,
          following the appointment of an outside director.

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3.2       During the term of the Appointment, the Executive shall have (in
          addition to his implied duty of fidelity and his duties as a director
          at law) the following duties and obligations:

          (a)       at all times to use all reasonable endeavours in the
                    performance of the duties of the Appointment to promote the
                    interests and welfare and maintain the goodwill of the
                    Company and any other Group Company and not to do and to
                    exercise all reasonable endeavours to prevent there being
                    done anything which may be prejudicial or detrimental to the
                    Company or any Group Company;

          (b)       to devote the whole of his time and attention and the full
                    benefit of his knowledge, expertise and skills in the proper
                    performance of his duties (unless on holiday as permitted by
                    this Agreement or prevented by ill-health or accident or as
                    permitted by Clause 7.2);

          (c)       to report to the Co-Chairmen of Acclaim Entertainment, Inc.
                    and to give (in writing if so requested) to the Board, or to
                    such person(s) as it may direct, such information and
                    explanations regarding the affairs of the Company or any
                    other Group Company or matters relating to the Appointment
                    as the Board may require;

          (d)       to comply with any applicable code relating to dealings in
                    securities of the Company and with all lawful directions
                    from time to time given to him by or under the authority of
                    the Acclaim Board and, save as inconsistent with the express
                    terms of this Agreement, all applicable rules and
                    regulations from time to time laid down by the Company
                    concerning its employees;

          (e)       to comply with the provisions of Schedule 2 (Copyright and
                    Inventions); and

          (f)       to prepare budgets and projections for Acclaim International
                    for approval by the Chief Executive Officer and the Acclaim
                    Board and, if approved, to implement the same.

3.3       The Executive shall attend and work at any of the places of business
          of the Company and/or the Group within the UK as the Board may from
          time to time reasonably determine and shall travel to and work at such
          places (whether within or outside the United Kingdom) in the manner
          and on the

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          occasions reasonably required from time to time by the Board. The
          Executive may only be required by the Board to re-locate outside the
          United Kingdom with his prior written consent. The Board shall give
          the Executive reasonable notice of any requirement to re-locate and
          the proposed terms of his employment outside the United Kingdom
          including additional allowances and benefits payable to the Executive
          and conditions relating to the re-patriation of the Executive to the
          United Kingdom in the event of termination of the overseas
          appointment. The expenses incurred by the Executive, his spouse and
          dependents in complying with any requirements to re-locate shall be
          reimbursed by the Company in accordance with its policy determined
          from time to time for meeting such expenses.

3.4       The hours of work of the Executive are not fixed but are the usual
          working hours of the Company and such additional hours as may be
          reasonably necessary to enable him properly to discharge his duties.

3.5       The Company shall maintain for the Executive directors' and officers'
          insurance in respect of those liabilites which he may incur in or
          about the discharge of his office as a director or officer of the
          Company or as a director or officer of any Group Company for which
          such insurance is normally available.

4.        Pay and Expenses

4.1       The Company shall pay to the Executive for the proper performance of
          his duties under this Agreement a fixed salary ("Fixed Salary") at the
          rate of 366,000 pounds per annum (or such higher rate as the Company
          may from time to time notify in writing to the Executive).

4.2       The Fixed Salary of the Executive will:

          (a)       accrue from day to day and be payable by equal monthly
                    installments in arrears by not later than the last working
                    day of each month;

          (b)       notwithstanding anything to the contrary contained in the
                    Articles of Association of the Company or of any other Group
                    Company, be inclusive of any other fees or remuneration of
                    any description which the Executive might be entitled to
                    receive from

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                    the Company or any Group Company or other company or
                    association in which he holds office as a nominee or
                    representative of the Company or any Group Company (and the
                    Executive shall, at the discretion of the Board, either
                    waive his right to any such remuneration or account to the
                    Company for the same forthwith upon receipt); and

          (c)       be paid by credit transfer to the account nominated by the
                    Executive from time to time.

4.3       On each anniversary of the Commencement Data the Fixed Salary shall be
          increased by a minimum amount equal to ten per cent of the Fixed
          salary at the rate payable on such anniversary.

4.4       The Executive hereby authorizes the Company to deduct from any
          remuneration accrued and due to him under the terms of this Agreement
          (whether or not actually paid during the appointment) or from any pay
          in lieu of notice:

          (a)       any overpayment of salary or expenses or payment made to the
                    Executive by mistake or through any misrepresentation;

          (b)       any debt arising from terms agreed between the Executive and
                    the Company owed by the Executive to the Company or any
                    Group Company;

          (c)       any other sum or sums which the Executive has authorised
                    pursuant to Section 13 of the ERA; and

          (d)       any tax or Social Security contributions required by law to
                    be made in respect of remuneration or any other monies
                    received or receivable by the Executive from the Company.

4.5       The Executive shall, subject to complying with the rules of the
          Company relating to the reimbursement of expenditure in force from
          time to time be reimbursed all travelling, accomodation, reasonable
          entertainment and other out of pocket expenses wholly, exclusively and
          necessarily incurred in the performance of the duties of the
          Appointment.

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4.6       The Company shall reimburse to the Executive the cost of two first
          class return flights to the US for his wife annually during the course
          of the Appointment on submission to the Company of evidence of actual
          payment for such flights.

4.7       The Company shall for so long as the Executive continues to perform
          the duties of the Appointment provide for the Executive a BMW 750 or
          equivalent car of a value not less than 80,000 pounds to be replaced
          from time to time in accordance with the policy of the Company as to
          the provision and replacement of cars determined by the Board from
          time to time and shall provide a driver therefor and shall maintain,
          license and insure the car and shall pay for all fuel and other
          running expenses provided that the Executive shall pay and indemnify
          the Company against all income tax properly payable by reason of the
          provision of the motor car and the Executive authorizes the Company to
          make such deductions from the Fixed Salary as may be required for
          payment of such Income tax.

4.8       The Company shall reimburse to the Executive the cost of the annual
          membership fee of a gymnasium or health and fitness club of his choice
          up to the value of 3,000 pounds in respect of each year during the
          Appointment.

4.9       The Company will meet the reasonable professional legal costs
          incurred by the Executive in negotiating the terms of this Agreement
          up to a maximum of 10,000 pounds which amount shall be paid on
          presentation of the relevant invoice(s) within 14 days of the
          execution by the Executive of this Agreement.

4.10      The Company shall during the Appointment contribute monthly at the
          rate of 15% per annum of the Fixed salary ("the Contribution") to a
          pension scheme nominated by the Executive provided that any part of
          the Contribution which cannot be paid to an Inland Revenue approved
          scheme will be paid to such pension fund or savings arrangement as
          the Executive may nominate and which is approved by the Company.

4.11      The executive shall during the Appointment be entitled to membership
          for him, his spouse and unmarried dependent children below the age of
          22 of the WTA Health Insurance Scheme or any other scheme with
          reputable insurers as the Executive may nominate and the Company may

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          approve and the Company shall contribute to such scheme so that the
          Executive shall be provided with benefits in accordance with the
          clause at the SC1 or equivalent rate.

4.12      The Company shall provide the Executive with life assurance covered
          under policies with such reputable insurers as the Executive may
          nominate and the Company may approve and shall bear all premiums
          required to keep such life assurance policies in force and to enable
          payment of a total sum of not less than four times salary (at the rate
          in force at the date of death for the purposes of Clause 4.1) to be
          made in the event of his death during the Appointment.

5.        Holiday

5.1       In addition to the usual public and bank holidays, the Executive shall
          be entitled to 25 days' paid holiday in each complete holiday year
          worked (and pro rata for part of each holiday year worked) to be
          taken at such time or times as shall be agreed by the Board.

5.2       The Holiday year runs from 1 September each year to the following
          31 August. Holiday entitlement may be carried forward from one holiday
          year to the next provided that such holiday entitlement carried
          forward is used within the following holiday year.

5.3       Upon termination of the Appointment, other than pursuant to Clause
          11.1, the Executive's entitlement to holiday will be calculated on the
          basis of 2.1 working days for each calendar month of service completed
          during the holiday year in which termination occurs and payment in
          lieu of untaken holiday entitlement will be made.

6         Confidentiality

6.1       Neither during the continuances of the Appointment, other than in the
          proper course of his duties and for the benefit of the Company or any
          Group Companies, nor after the Termination Date for any reason
          whatsoever, shall the Executive:

          (a)       use, disclose or communicate to any person any Confidential
                    Information which he shall have come to know or have
                    received or obtained at any time (before or after the date
                    of this Agreement) by reason of or in connection with his
                    service with the Company; or

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          (b)       copy or reproduce in any form or by or on any media or
                    device or allow others access to or to copy or reproduce
                    Documents containing or referring to Confidential
                    Information.

6.2       The Executive acknowledges that all Documents containing or referring
          to Confidential Information at any time in his control or possession
          are and shall at all times remain the absolute property of the Company
          and the Executive undertakes, both during the Appointment and after
          the Termination Date:

          (a)       to exercise due care and diligence to avoid any unauthorised
                    publication, disclosure or use of Confidential Information
                    and any Documents containing or referring to it;

          (b)       at the direction of the Board, to deliver up any
                    Confidential Information (including all copies of all
                    Documents whether or not lawfully made or obtained) or to
                    delete Confidential Information from any re-usable medium;
                    and

          (c)       to do such things and sign such documents at the expense of
                    the Company as shall be reasonably necessary to give effect
                    to this Clause and/or to provide evidence that it has been
                    complied with.

6.3       The restrictions in Clause 6.1:

          (a)       will not restrict the Executive from disclosing (but only to
                    the proper recipient) any Confidential Information which the
                    Executive is required to disclose by law or any order of the
                    court or any relevant regulatory body, provided that the
                    Executive shall have given prior written notice to the
                    Company of the requirement and of the information to be
                    disclosed and allowed the Company an opportunity to comment
                    on the requirement before making the disclosure; and

          (b)       will not apply to Confidential Information which is or which
                    comes into the public domain otherwise than as a result of
                    an unauthorised disclosure by the Executive or any other
                    person who owes the Company an obligation of confidentiality
                    in relation to the information disclosed.

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6.4       The Executive agrees that the restrictions set out in this Clause 6
          are without prejudice to any other duties of confidentiality owed to
          the Company whether express or implied and are to survive the
          termination of the Appointment.

7         Restrictions during employment

7.1       Save as permitted under Clause 7.2, the Executive shall not during the
          Appointment carry on or be concerned, engaged or interested directly
          or indirectly (whether as principal, shareholder, partner, employee,
          officer, agent or otherwise) in any trade or business other than that
          of the Company and shall not engage in any other activity which the
          Company reasonably considers may impair his ability to perform his
          duties under the Agreement.

7.2       The Executive may:

          (a)       hold or be interested in securities whether quoted or
                    unquoted in any company provided that such company is not in
                    competition with the business of the Company or Acclaim
                    Entertainment, Inc. in which case the Executive must obtain
                    the prior written consent of the Company to such an
                    interest; and/or

          (b)       carry on or be concerned, engaged or interested in any other
                    trade or business if he shall have:

                    (i)       provided, on the basis of the utmost good faith,
                              full particulars of its nature and of the likely
                              demands it will make on his time and abilities;
                              and

                    (ii)      obtained the prior written consent of the Board
                              (such consent not to be unreasonably withheld),
                              which consent may be given subject to such terms
                              or conditions as it may decide (each of which
                              shall be considered to be a term of this
                              Agreement) and the Company shall have the right
                              to reconsider the consent or the terms if it
                              reasonably considers that it is in the interests
                              of the Company to do so.

7.3       The Executive shall not during the Appointment either on his own
          behalf or on behalf of any person, firm or company:

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          (a)       solicit or endeavor to entice away from the Company or any
                    Group Company an actual employee, or discourage from being
                    employed by the Company or any Group Company any person who,
                    to the knowledge of the Executive, is an employee or a
                    prospective employee of the Company or any Group Company; or

          (b)       employ or procure another person to employ any such person.

7.4       The restrictions set out in this Clause 7 are without prejudice to any
          other fiduciary duties owed to the Company whether express or implied.

8         Restrictions after employment

8.1       The Executive shall not, save in respect of a Permitted Interest or
          with the prior written consent of the Board (which shall not be
          unreasonably withheld), for a period of 3 months from the Termination
          Date within the Restricted Area carry on or be concerned or engaged or
          interested directly or indirectly (whether as principal, shareholder,
          partner, employee, officer, agent or otherwise) in any part of any
          trade or business which competes with any part of any trade or
          business carried on by the Company in which the Executive shall have
          been actively engaged or involved at any time during the period of 6
          months prior to the Termination Date.

8.2       The Executive shall not for a period of 6 months from the Termination
          Date either on his own behalf or on behalf of any person, firm or
          company in relation to the business activities of the Company in which
          the Executive has been engaged or involved, directly or indirectly:

          (a)       solicit, approach or offer goods or services to or entice
                    away from the Company any person, firm or company who was a
                    client or customer of the Company with whom the Executive
                    has been actively engaged or involved by virtue of his
                    duties hereunder at the Termination Date (or at any time
                    during 6 months prior to the Termination Date); or

          (b)       deal with or accept custom from any person, firm or company
                    who was a client or customer of the Company with whom the
                    Executive has been actively engaged or involved by virtue of
                    his duties hereunder at the Termination Date (or at any time
                    during 6 months prior to the Termination Date); or

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          (c)       solicit or approach or offer goods or services to or entice
                    away from the Company any person, firm or company who was a
                    supplier, agent or distributor of the Company with whom the
                    Executive has been actively engaged or involved by virtue of
                    his duties hereunder at the Termination Date (or at any time
                    during 6 months prior to the Termination Date); or

          (d)       deal with or interfere with any person, firm or company who
                    was a supplier, agent or distributor of the Company and in
                    each case with whom the Executive has been actively engaged
                    or involved by virtue of his duties hereunder at the
                    Termination Date (or at any time during 6 months prior to
                    the Termination Date);

          PROVIDED THAT nothing contained in these paragraphs (a) to (d) shall
          prohibit the Executive from carrying out any activities which are not
          in competition with any part of the business of the Company with which
          the Executive was involved in 6 months prior to the Termination Date.

8.3       The Executive shall not for a period of 6 months from the Termination
          Date either on his own behalf or on behalf of any person, firm or
          company in relation to the business activities of the Company or
          Acclaim International in which the Executive has been engaged or
          involved, directly or indirectly, approach, solicit, endeavour to
          entice away, employ, offer employment to or procure the employment of
          any person who is or was a Key Employee with whom the Executive has
          had dealings within a period of 12 months prior to the Termination
          Date whether or not such person would commit any breach of his
          contract of employment by reason of so leaving the service of the
          Company or any Group Company or otherwise.

8.4       The Executive shall not, at any time after the Termination Date,
          either on his own behalf or on behalf of any other person, firm or
          company directly or indirectly:

          (a)       interfere or seek to interfere with the continuance, or any
                    of the terms, of the supply of goods or services to the
                    Company; or

          (b)       represent himself as being in any way connected with or
                    interested in the business of the Company (other than as a
                    consultant or a member if such be the case) or use any name
                    which is identical or similar to or likely to be confused
                    with the name of the Company or

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         any product or service produced or provided by the Company or which
         might suggest a connection with the Company.

8.5      The Executive (who acknowledges that, in the course of the Appointment,
         he is likely to have dealings with the clients, customers, suppliers
         and other contacts of the Company) agrees that each of the restrictions
         in Clauses 8.1, 8.2(a), 8.2(b), 8.2(c), 8.2(d), 8.3 and 8.4 is separate
         and distinct, is to be construed separately from the other
         restrictions, and is reasonable as regards its duration, extent and
         application for the protection of the legitimate business interests of
         the Company. However, in the event that any such restriction shall be
         found to be void or unenforceable but would be valid or enforceable if
         some part or parts of it were deleted, the Executive agrees that such
         restriction shall apply with such deletions as may be necessary to make
         it valid and effective.


9        Relevant Definitions


9.1      For the purpose of Clause 8 the following expression bears the meaning
         shown:

         "Restricted Area"            The United Kingdom, the United States,
                                      Spain, Germany, France, Holland, Belgium,
                                      Australia, New Zealand and Japan.

9.2      For the purposes of the restrictions set out in Clauses 6, 7 and 8:

         (a)      the expression "Company" shall include any former owner or
                  transferor of a business acquired by the Company by which the
                  Executive shall have been employed under a contract of
                  employment in respect of which his service is included for the
                  purposes of calculating continuous employment with the
                  Company;

         (b)      any reference to the Company and to the Company's trade or
                  business shall be deemed to include any Group Company and its
                  trade or business and/or to apply to them as if the words were
                  repeated by reference to such company insofar as the Executive
                  shall have been performing services to any material extent for
                  a period of not less than three months for such Group Company
                  at any time during the period of one year prior to the

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                  Termination Date and the Executive hereby undertakes to
                  execute any further documents which the Company may require to
                  confirm this; and

         (C)      where references to the Company and Company's trade or
                  business are deemed to include and/or apply to a Group Company
                  and to a Group Company's business pursuant to paragraph (b) of
                  this Clause 9.2, the Executive convenants with the Company for
                  itself and in the same terms in relation to each such Group
                  Company and each Group Company's business as he does with the
                  Company and in respect of the Company's business.

10       Absence, Illness and Incapacity

10.1     If at any time the Executive is prevented by reason of ill-health,
         accident or other incapacity from properly performing his duties he
         shall promptly furnish to the Company, if required, evidence of such
         incapacity in a form satisfactory to the Board. If the Executive is
         absent from work for two months or more then the Executive hereby
         agrees that the Company can require him to submit to a full medical
         examination by a doctor, the choice of whom will be mutually agreed
         between the Executive and the Company.

10.2     The Executive shall, subject to complying with Clause 10.1 be entitled
         to payment of salary in respect of absence by reason of ill-health,
         accident or other incapacity as follows:

         10.2.1   full salary in respect of the first six months' absence in any
                  period of twelve months;

         10.2.2   one-half salary in respect of the next six months' absence in
                  any period of twelve months;

         10.2.3   no salary in respect of any following period should the
                  absence continue

                  PROVIDED THAT:-

                  while the Executive is entitled to be paid during absence on
                  account of ill-health, accident or other incapacity there
                  shall be deducted therefrom the aggregate of any amounts
                  receivable by the Executive by virtue of any sickness,
                  accident benefit or

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<PAGE>

                   permanent health scheme operated by or on behalf of the
                   Company (except insofar as such amounts represent
                   reimbursement of medical or nursing fees or expenses incurred
                   by the Executive) and the amount of any social security
                   sickness or other benefit to which the Executive may be
                   entitled.

10.3     The Company shall maintain a permanent health insurance policy (the
         "Policy") for the benefit of the Executive and shall bear all premiums
         required to keep the Policy in force throughout the period of the
         Appointment so that the Executive shall be provided with benefits under
         the Policy at a rate and on terms which shall be consistent with the
         most favorable rate on terms available on the market for the Executive
         from time to time. The Company shall not terminate the Appointment by
         account of the Executive's ill-health or incapacity unless the Company
         has procured the continued payment of benefits under the policy for the
         period of ill-health or incapacity or until such benefits would, apart
         from such termination, have ceased to be payable had the appointment
         continued.

11       Termination

11.1     The Company may at any time terminate the Appointment with immediate
         effect (or by such longer period of notice as the Company shall see
         fit) by giving the Executive written notice in any of the following
         events:

         (a)      if the Executive at the time the notice is given is prevented
                  by reason of ill-health or accident or other incapacity from
                  properly performing his duties and has been so prevented
                  (whether by the same or another reason) for at least a
                  continuous period of 180 days or for an aggregate period of at
                  least 180 days (whether or not, in either case, working days)
                  in the preceding 12 months;

         (b)      if the Executive shall have:

                  (i)      committed any material breach after having been given
                           warning in writing, any repeated or continued breach
                           of any of his duties or any of his express or implied
                           obligations arising from the Appointment or otherwise
                           as a director of the Company or Group Company;

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<PAGE>

                  (ii)     committed any act of fraud or dishonesty (whether or
                           not connected with the Appointment);

                  (iii)    been convicted of a criminal offence (excluding an
                           offence under road traffic legislation in respect of
                           which he is not sentenced to a term of imprisonment,
                           whether immediate or suspended); or

                  (iv)     become of unsound mind or a patient as defined in
                           either Section 112 or Section 145 of the Mental
                           Health Act 1983 or been admitted to a hospital in
                           pursuance of an application made under Part 11 of
                           that Act.

11.2     Upon termination of the Appointment however arising:

         (a)      the Executive shall, without prejudice for any claim he may
                  have arising out of the termination of this employment
                  hereunder, forthwith at the request of the Board and without
                  further claim for compensation resign as a director of the
                  Company and from all offices held by him in any Group Company
                  and from all other appointments or offices which he holds as
                  nominee or representative of the Company or any Group Company
                  and, if he fails so to do, the Company is irrevocably
                  authorised by the Executive to appoint some person in his name
                  and on his behalf to execute such documents and to do such
                  other things as are reasonably necessary to give effect to
                  such resignations; and

         (b)      the Executive (or, if he shall be dead, of unsound mind, his
                  personal representatives or such other persons as shall be
                  appointed to administer his estate and affairs) shall deliver
                  up to the Company in accordance with the directions of the
                  Board all keys, security passes, credit cards, Documents and
                  other property belonging to or relating to the businesses or
                  affairs of the Company or any Group Company, including all
                  copies of all Documents containing or referring to
                  Confidential Information which may be in his possession or
                  under his control (or that of his personal representatives or
                  such other persons), and shall not retain copies, extracts or
                  notes of any of the same.

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<PAGE>
11.3     The Executive shall have no claim against the Company in respect of the
         termination of the Appointment in relation to any provision in any
         articles of association, agreement or arrangement which has the effect
         of requiring the Executive to sell or give up any shares, securities,
         options or rights at any price or which causes any options or other
         rights granted to him to become prematurely exercisable or lapse.

11.4     The Board, if it has reasonable grounds to suspect that any one or more
         of the events set out in Clause 11.1(b) has or may have occurred, may
         suspend the Executive pending the making and completion of such
         investigation(s) as the Board thinks fit. While the suspension
         continues, the Company shall, unless specifically otherwise provided in
         this Agreement, pay to the Executive his fixed salary and provide to
         him the other benefits set out in this Agreement. During the period of
         suspension the Company and relevant Group Companies shall not be
         obliged to provide work to the Executive and may require the Executive
         to comply with such conditions as the Company may specify in relation
         to attending at or remaining away from the places of business of the
         Company and/or the Group Companies. The Company may later terminate the
         Appointment, pursuant to the terms of this Agreement, on the grounds of
         the same or any other event.

12       Change of Control

12.1     If there shall occur a "Change in Control" (as defined below) of
         Acclaim Entertainment, Inc. and the Executive's "Circumstances of
         Employment" (as defined below) shall have changed:

         (a)      the Executive shall have the right to terminate his employment
                  pursuant to this Agreement by written notice to the Company;
                  and

         (b)      notwithstanding anything to the contrary contained in the
                  Company's 1988 Stock Option Plan, in the stock option
                  agreements between the Company and the Executive or in the
                  stock option certificates delivered to the Executive, all
                  options granted to the Executive prior to the effective date
                  of such Change in Control shall become immediately vested and
                  exercisable in full.

12.2     In the event of the termination by the Executive of his employment
         pursuant to Clause 12.1 of this Agreement, or if within one year
         following the Change in Control, the Company shall terminate the

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<PAGE>

         Executive's employment other than pursuant to Clause 11.1(b)(i) or
         11.1(b)(ii) than the Company shall pay to the Executive, within 60 days
         of such termination the "Special Severance Payment" (as defined below).

12.3     A "Change in Control" shall be deemed to occur upon:

         (a)      the sale by Acclaim Entertainment,Inc. of all or
                  substantially all of its assets to any person as such term is
                  used in Sections 13(d) and 14(d) of the Securities Exchange
                  Act of 1934, the consolidation of Acclaim Entertainment, Inc.
                  with any person, or the merger of Acclaim Entertainment, Inc.
                  with any person as a result of which consolidation or merger
                  the Company is not the surviving entity as a publicly held
                  Company; or

         (b)      the sale or transfer or issue of shares of common stock, a
                  value US$0.02 per share ("Shares"), of Acclaim Entertainment,
                  Inc. by Acclaim Entertainment, Inc. and/or any one or more of
                  its stockholders (other than Greg Fischbach or James
                  Scoroposki), as the case may be, in one or more transactions,
                  related or unrelated, to one or more persons as a result of
                  which any person and its "affiliates" (as defined below),
                  other than Greg Fischbach or James Scoroposki, shall own more
                  than 15% of the outstanding Shares, unless such sale or
                  transfer has been approved in advance by the Acclaim Board.
                  An "affiliate" means any person that directly, or indirectly
                  controls, or is controlled by, or is under common control
                  with, any other person. Nothing contained in this Clause 12.3
                  shall limit or restrict the right of the Executive, in his
                  capacity as a member of the Acclaim Board, from participating
                  in any discussions or voting on any matter referred to in this
                  Clause 12 at any meeting of the Acclaim Board.

12.4     The Executive's "Circumstances of Employment" shall have changed if
         there shall have occurred any of the following events:

         (a)      a material reduction or change in the Executive's duties or
                  reporting responsibilities;

         (b)      a breach by the Company of any provision of this Agreement;

                                       21

<PAGE>

         (c)      a material diminution in the Executive's status, working
                  conditions, economic benefits or a reduction of fringe
                  benefits made available by the Company; or

         (d)      any action which substantially impairs the prestige or esteem
                  of the Executive in relation to any other employee of the
                  Acclaim Group.

12.5     The "Special Severance Payment" shall mean a lump sum payment equal to
         the sum of:

         (a)      the product of three times the Fixed Salary;

         (b)      the product of three times the largest Bonus paid to or
                  accrued with respect to the Executive by the Company for the
                  three fiscal years immediately preceding the termination of
                  the Executive's employment; and

         (c)      any other compensation owed to the Executive pursuant to this
                  Agreement at the time of such termination.

12.6     It is agreed that the Special Severance Payment represents a genuine
         pre-estimate of the loss which would otherwise be suffered by the
         Executive in the event of the termination of the Appointment as a
         result of a Change of Control and the Executive agrees to accept the
         Special Severance Payment in full and final settlement of all or any
         statutory or contractual claim which he might otherwise have against
         the Company which arises or may arise in connection with the
         termination of the Appointment.

13       The Employment Rights Act 1996

         This Agreement contains the particulars required to be given under
         Section 1 and 3 of the ERA.

14       Notices

         Notices by either party:

         (a)      must be in writing addressed:

                  (i)         to the Company at its registered office for the
                              time being; and

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<PAGE>

                  (ii)     to the Executive at his place of work or at the
                           address set out in this Agreement or such other
                           address as the Executive may from time to time have
                           notified to the Company for the purpose of this
                           Clause; and

         (b)      will be effectively served:

                  (i)      on the day of receipt, where any hand-delivered
                           letter or a facsimile transmission is received on a
                           business day before or during normal working hours;

                  (ii)     on the following business day, where any
                           hand-delivered letter or facsimile transmission is
                           received either on a business day after normal
                           working hours or on any other day;

                  (iii)    on the second business day following the day of
                           posting from within the United Kingdom of any letter
                           sent by first class prepaid mail; or

                  (iv)     on the fifth business day following the day of
                           posting to an overseas address of any prepaid airmail
                           letter.

15       General

15.1     This Agreement, which contains all the terms of employment of the
         Executive, is in substitution for all existing contract(s) of
         employment between the Company and any Group Company and the Executive
         (whether written, oral or governed by a course of dealings) which
         shall be deemed to have terminated with effect from the date of this
         Agreement.

15.2     The waiver, express or implied, by either party of any right under this
         Agreement or any failure to perform or breach by the other shall not
         constitute or be deemed a waiver of any other right under this
         Agreement or of the same right on another occasion.

15.3     No amendment, change or addition to the terms of this Agreement shall
         be effective or binding on either party unless reduced to writing and
         signed by each party adversely affected by such amendment, change or
         addition.

                                       23
<PAGE>

15.4     The Executive represents and warrants that he is not a party to any
         agreement, contract (whether of employment or otherwise) or
         understanding which would in any way restrict or prohibit him from
         undertaking or performing any of the duties of the Appointment in
         accordance with this Agreement.

15.5     The Executive and the Company undertake not to disclose or communicate
         any terms of the Appointment to any other employee of any Group Company
         or to any third party (other than for the purpose of obtaining
         professional advice or complying with any law or regulation which
         requires such disclosure).

15.6     The Company and the Executive acknowledge that the clauses and
         sub-clauses and schedules of this Agreement are severable. If any
         clause, sub-clause or identifiable part of any clause or sub-clause or
         schedule or any paragraph of any schedule is held to be invalid or
         unenforceable by an English court then such invalidity or
         unenforceability shall not effect the validity or enforceability or the
         remaining clauses or sub-clauses or the identifiable parts of such
         clauses or sub-clauses.

15.7     This Agreement is governed by and is to be construed in accordance with
         the laws of England and the Parties hereby submit to the non-exclusive
         jurisdiction of the High Court of Justice of England and Wales.

                                       24
<PAGE>

                                   SCHEDULE 1


                 Group Companies in the International Division

Acclaim Entertainment, Ltd
Acclaim Japan Ltd
Acclaim Entertainment GmbH
Acclaim Entertainment Espana
Acclaim Entertainment SA

                                       25
<PAGE>

                                   SCHEDULE 2


                            Copyright and Inventions


1        In this Schedule "Intellectual Property" shall mean patents, trade
         marks and service marks, rights in inventions, designs, rights,
         registered designs, trade names and copyrights (whether or not any of
         these is registered and including applications for registration of any
         such thing) and all forms of protection of a similar nature which may
         subsist anywhere in the world.

2        The Executive acknowledges, having regard to the nature of the business
         of the Company and other Group Companies and the nature of the
         Executive's expertise, that:

         (a)      the normal duties of the Executive under the Appointment may
                  include the making of inventions;

         (b)      inventions may reasonably be expected to result from the
                  carrying out by the Executive of such duties; and

         (c)      due to the nature of the Executive's duties and the particular
                  responsibilities arising from the nature of his duties, the
                  Executive has a special obligation to further the interests of
                  the Company's undertaking.

3        The Executive shall disclose to the Company any invention made or
         discovered or produced by the Executive in the course of the
         Appointment (whether or not during office hours or using office
         stationery and equipment) in connection with or in any way affecting or
         relating to or capable of being used or adapted for use in the business
         of the Company or any other Group Company.

4        The Executive shall do all things and execute all documents that may be
         reasonably necessary to enable the Company or its nominee to obtain the
         benefit of every invention made by the Executive in the course of his
         duties and to secure patent or other appropriate protection for it.

5        Without prejudice to the provisions of paragraph 2 of this Schedule,
         the Executive shall disclose to the Company full details of any
         copyright work or Intellectual Property made or created by the
         Executive during the continuance of his Appointment either during
         working hours or in the normal

                                       26

<PAGE>

         course of duties or with the Company's materials and/or facilities
         and/or concerning or containing Confidential information and the
         Executive hereby assigns to the Company, by way of assignment of future
         copyright or other Intellectual Property rights, all rights of
         copyright or other Intellectual Property rights throughout the world in
         such copyright work or Intellectual Property.

                                       27

<PAGE>

                                   SCHEDULE 3


        Note of additional particulars under Sections 1 and 3 of the ERA


1        For the purposes of the ERA the period of continuous employment of the
         Executive began on [         ].

2        There are no disciplinary rules applicable to the Executive. Any matter
         of discipline will be considered and determined by the Acclaim Board,
         whose decisions shall be final.

3        If the Executive is dissatisfied with any disciplinary decision
         relating to him or has any grievance relating to the Appointment, he
         should apply in writing to either of the Co-Chairmen of Acclaim
         Entertainment, Inc.

4        A contracting-out certificate under the Pension Schemes Act 1993 is
         [not] in force in respect of the Appointment.




                                       28
<PAGE>


ATTESTATIONS



EXECUTED as a DEED by         )
ACCLAIM ENTERTAINMENT         )          /s/
LIMITED                       )
by                            )
                              Director

                              Secretary














EXECUTED as a DEED and        )
DELIVERED by                  )
RODNEY PETER COUSENS          )          /s/
In the presence of:           )

Name of witness:

Address:

Occupation:


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