AFFILIATED LABEL AGREEMENT

This affiliated label agreement dated as of July 1, 2000 (the "Effective Date") is by and between Infogrames, Inc. ("II"), a Delaware corporation with offices at 417 Fifth Avenue, New York, NY 10016, and Infogrames North America, Inc. (Affiliate"), a California corporation with offices at 5300 Stevens Creek Boulevard, San Jose, California, 95129

RECITALS

A. II is in the business of manufacturing, marketing and distributing software and related products.

B. Affiliate is in the business of publishing interactive software products.

C. Affiliate desires to deliver to II, and II desires to receive from Affiliate, all of its software products for publication, sale and distribution by II.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

1.01 "Customers" means any individual or entity to whom Units are distributed by II. Customers may include distributors, resellers and retailers.

1.02 "Developer" means any person or entity who owns or controls rights including, without limitation, intellectual property rights, in a Title.

1.03 "End Users" means those persons who purchase for use one or more Units from Customers.

1.04 "Markdown" means any reduction of the retail or wholesale selling price of Units of any Version.

1.05 "Marketing Development Fund" or "MDF" means the costs associated with the marketing and merchandising of each Version at Customer locations.

1.06 "Reserve" means the amount more fully described in Section 6.03 (c) below.

1.07 "Street Date" means the date on which a Version is initially made available for sale to End Users in the Territory.

1.08 "Taxes" means any national, state or local sales, use, or other taxes, customs duties, or similar tariffs and fees.

1.09 "Term" means the period during which this Agreement shall be in effect, as set forth in Section 7 below.

1.010 "Territory" means the United States and its territories, possessions, and military installations wherever situated, and Canada.

1.011 "Title" means each software product published by Affiliate during the Term, together with all printed artwork, booklets, manuals, pamphlets or other materials which refer or relate to each respective Title.

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