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Sample Business Contracts

Publishing License and Distribution Agreement - Take-Two Interactive Software Inc. and Panasonic Interactive Media

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      Summary of Terms For A Publishing License and Distribution Agreement
     Between Take 2 Interactive (T2I) and Panasonic Interactive Media (PIM)


Following  is a summary of key terms  comprising  a licensing  and  distribution
agreement between the two parties:

1.   Nature of Relationship;

     PIM shall obtain exclusive publishing and distribution right to software
     products from T2I as defined hereto. The products shall be packaged and
     published by PIM for exclusive distribution into all direct, retail,
     on-line, multi-player, network and OEM channels in North America.

2.   The Product(s):

     Monty Python's The Meaning of Life
     Monty Python & The Quest For The Holy Grail
     Monty Python's Complete Waste of Time
     The Pyhtomizer Screen Saver

3.   The Exclusive-License Rights:

     a)   Territory: North America.
     b)   Term: Life of copyright.
     c)   Media: All optical media, including CD-ROM and DVD.
     d)   Host Platforms: All personal computers and set-top optical devices.

     e)   Derivative Works: PIM may, at its sole discretion and expense, create
          re-mastered and/or re-authored versions of Products. T21 shall make
          available, as necessary, any and all host assets utilized in creation
          of Products. PIM shall grant to T2I license rights, under royalty
          terms similar to those defined herein, to any re-mastered and/or
          re-authored versions of Products for territories outside North
          America.

4.   PIM Compensation to T2I For These Rights:

     a)   Guarantee:            $1,100,000

     b)   Recoupable
          Advances:             PIM shall disburse Guarantee as follows:

                                $550,000  Within five (5) business days of
                                          execution of this Summary of Terms.

                                $550,000  Within five (5) business days of
                                          receipt of Gold Masters for all
                                          Products.

     c)   Royalty Accrual:      Royalties shall accrue as percent of PIM gross
                                profit (GP), with GP defined as the actual
                                retailer or distributor purchase price minus
                                standard trade discounts, minus rep commissions,
                                minus cost-of-goods and freight. PIM shall
                                retain 100% of all accrued royalties until all
                                advances have bee recouped.

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     d)   Retail and Direct
          Sales Royalty:        30% of GP.

     e)   OEM Royalty:          30% of revenues actually collected by PIM, less
                                PIM actual out-of-pocket costs (if any) incurred
                                in generating such revenue.

     f)   Network/On-Line/
          Multi-Player Royalty: 30% of revenues actually collected by PIM, less
                                PIM actual out-of-pocket costs (if any) incurred
                                in generating such revenue.                    
                               

5.   Marketing:

     a)   Materials:            T2I will provide to PIM within five (5) business
                                days of execution of this Summary of Terms all
                                packaging, manuals, sales and marketing
                                materials, including all available photography
                                and artwork, in a commonly readable digital
                                format for all Products.

     b)   Marketing Budget:     $500,000 of actual out-of-pocket expenses
                                incurred by PIM in the areas of consumer
                                advertising, trade marketing, public relations,
                                promotions and other marketing activities
                                defined by PIM.

     c)   Branding:             The product shall be marketed by PIM under the
                                Panasonic Interactive Media publishing label.
                                All packaging, marketing and sales materials
                                shall identify 7th Level as the Products'
                                developer.

     d)   Existing Inventory:   PIM, at its sole discretion, may elect to
                                either: i) purchase all existing 7th Level
                                inventory of Products acquired by T2I at
                                cost-of-goods, or ii) require verification that
                                all existing 7th Level inventory of Products
                                acquired by T2I has been scrapped and/or
                                exported from North America.

6.   Good Faith Negotiations:

     Upon the execution of this Summary of Terms, the parties shall negotiate in
     good faith to reach a definitive Agreement that incorporates this Summary
     of Terms and other terms and conditions typical for an agreement of this
     type.

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Both parties hereby accept this Summary of Terms as the basis for an Agreement
between the two parties. T2I by accepting this Summary of Terms further
represents and warrants that it owns all rights in the Products and has the
right to grant PIM the rights under this Summary of Terms.



/s/ [ILLEGIBLE]       11/6/97                     /s/ Ryan Brant        11/5/97
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PIM                    Date                       T2I                     Date


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