EXECUTION COPY

GLOBAL MEMORANDUM OF UNDERSTANDING

REGARDING RESTRUCTURING OF ATARI, INC.

This GLOBAL MEMORANDUM OF UNDERSTANDING REGARDING RESTRUCTURING OF ATARI, INC. (this "Global MOU") is made this ___day of December, 2007, between Info gram es Entertainment S. A., a company organized under the laws of France ("IESA") and Atari, Inc., a Delaware corporation ("Atari").

WHEREAS, IESA holds a majority interest in Atari and IESA and Atari are parties to several agreements as further identified below concerning, among other things, the publishing and distribution of certain interactive entertainment software (the "Products") and the provision of corporate and management services;

WHEREAS, IESA and Atari are parties to that certain Distribution Agreement dated as of October 2, 2000, as amended and supplemented from time to time (the "2000 Distribution Agreement"), pursuant to which IESA granted to Atari the right to distribute, publish and market in North America (i. e., the United States, Canada and their territories and possessions) Products owned or controlled by IESA in exchange for the consideration set forth therein;

WHEREAS, IESA and Atari are parties to that certain Distribution Agreement dated as of December 16, 1999, as amended and supplemented from time to time (the "1999 Distribution Agreement" and together with the 2000 Distribution Agreement, the "Distribution Agreements"), pursuant to which Atari granted to IESA the right to distribute, publish and market in all countries comprising Europe, Products owned or controlled by Atari in exchange for the consideration set forth therein;

WHEREAS, IESA and Atari are parties to that certain Management Services Agreement dated as of March 31, 2006, pursuant to which IESA agreed to provide certain services to Atari in exchange for the consideration set forth therein (the "Management Services Agreement");

WHEREAS, IESA and Atari are parties to that certain Services Agreement dated as of March 31, 2006, pursuant to which Atari agreed to provide certain services to IESA for the consideration set forth therein (the "Services Agreement" and together with the Management Services Agreement, the "Existing Intercompany Services Agreements");

WHEREAS, IESA and Atari are parties to that certain Production Services Agreement dated as of March 31, 2006 ("PSA") pursuant to which Atari agreed to furnish certain production services to IESA as identified therein for the consideration set forth therein;

WHEREAS, as of the date hereof, the Distribution Agreements, the Services Agreements and the PSA remain in full force and effect;

WHEREAS, IESA, Atari and Atari Interactive, Inc., a Delaware corporation and a wholly owned subsidiary of IESA ("Interactive"), are parties to that certain Trademark License Agreement dated as of September 4, 2003, as amended by Amendment No. 1 Trademark License Agreement dated as of August 22, 2005 (the "Trademark License"), pursuant to which Interactive licenses certain trademarks to Atari;

WHEREAS, Atari and FUNimation Productions, Ltd., a Texas limited partnership ("FUNimation"), are parties to that certain Sub license Agreement dated October 27, 1999 (the "1999 FUNimation Agreement"), and that certain Sub license Agreement, dated December 31, 2004 (the "2004 FUNimation Agreement"), pursuant to which FUNimation granted to Atari the right to distribute in certain territories certain Products owned or controlled by FUNimation;

WHEREAS, Atari derives a significant portion of its revenues from the distribution of products under the 1999 FUNimation Agreement and 2004 FUNimation Agreement; WHEREAS, pursuant to a letter dated October 19, 2007 from FUNimation to Atari, FUNimation purported to terminate each of the 1999 FUNimation Agreement and the 2004 FUNimation Agreement for the reasons stated therein (the "Termination Letter");

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