LIQUIDITY AGREEMENT

THIS AGREEMENT (the "AGREEMENT") is made as of August 22, 2005 between Info gram es Entertainment SA, a societeanony me organized under the Laws of France ("IESa ") and Atari, Inc., a Delaware corporation ("ATARI"and, collectively with IESA, the "PARTIES").

WHEREAS, reference is made to that certain Asset Purchase Agreement, of even date herewith, between Atari and Humongous, Inc., a Delaware corporation (the "ASSET PURCHASE AGREEMENT"), which provides, among other things, for the purchase by Humongous, Inc. ("HUMONGOUS") from Atari, of the Humongous IP and other Purchased Assets (each as defined in the Asset Purchase Agreement) (the Humongous IP and the other Purchased Assets being the "PURCHASED ASSETS"), and Atari's agreement to make certain payments and provide certain services post-closing related to the business being acquired by Hum o no go us, the cost or value of which will total$1,985,598 (the "POST-CLOSING COSTS") in exchange for 90 shares of common stock of Hum on g us and the assumption of some obligations by Humongous;

WHEREAS, reference is made to that certain Trait e D'Apport de Titres de Capital, of even date herewith (the "STOCK CONTRIBUTION AGREEMENT"), between IESA and Atari, which provides, among other things, for the issuance of certain shares of capital stock by IESA, referred to in the Stock Contribution Agreement as l es Actions Nouvelles (the "NEW SHARES"), to Atari in exchange for 90 shares of common stock of Humongous;

WHEREAS, when the Purchased Assets are transferred to Humongous in accordance with the Asset Purchase Agreement, they will be subject to liens (the "LIENS") in favor of HSBC Business Credit (USA) Inc. ("HSBC"), but HSBC has agreed that at such time as Atari has received$7,000,000, in cash, from the sale of the New Shares or otherwise in connection with the sale of Humongous to IESA or the sale of the Purchased Assets to Humongous, all the Liens on the Purchased Assets will terminate;

WHEREAS, it is the intention of the Parties that Atari have the ability and right to monetize a certain portion of the New Shares beginning on or about August 31, 2005, as further described in this Agreement;

WHEREAS, it is the further intention of the Parties that, through the sale oft he New Shares or otherwise as described herein, Atari shall receive a total of at least$7,000,000 in cash of that amount no later than the Due Date (as defined below) and that, in addition, Atari will receive cash equal to the Post Closing Costs no later than the dates they become due and payable.

WHEREAS, Atari and IESA shall cooperate during the period commencing on the Effective Date (defined below) and ending on December 31, 2005 (the "LIQUIDITY PERIOD") in connection with arranging the sale of some or all of the New Shares, as further described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and premises hereof, and for other good and valuable consideration, the receipt and sufficiency of which the Parties do hereby acknowledge, the Parties hereby agree as follows:

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