Sample Business Contracts

Xbox(TM) Publisher License Agreement - Microsoft Corp. and THQ Inc.

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                        MICROSOFT CORPORATION

This License Agreement (the "Agreement") is entered into and effective as of
March 20, 2001 (the "Effective Date") by and between MICROSOFT CORPORATION,
a Washington corporation ("Microsoft"), and THQ Inc. ("Licensee").

         A. Whereas, Microsoft develops and licenses a computer game system,
known as the Xbox(TM)game system; and

         B. Whereas, Licensee is an experienced publisher of software products
that wishes to develop and/or publish one or more software products running on
the Xbox game system, and to license proprietary materials from Microsoft, on
the terms and conditions set forth herein.

Accordingly, for and in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, receipt of
which each party hereby acknowledges, Microsoft and Licensee agree as follows:

1.       DEFINITIONS. For the purposes of this Agreement,  the following terms
will have the respective  indicated meanings.

         1.1 "ART & MARKETING MATERIALS" shall mean art and mechanical formats
for a Software Title including the retail packaging, end user instruction manual
with end user license agreement and warranties, Finished Product Unit media
label, and any promotional inserts and other materials that are to be included
in the retail packaging. For purposes of the approval rights set forth in this
Agreement, Art & Marketing Materials are all final versions and final draft
versions of press releases, marketing, advertising or promotional materials
related to the Software Title and/or Finished Product Units (including without
limitation web advertising and Licensee's web pages to the extent they refer to
the Software Title(s) or the Finished Product Units) which use the Licensed
Trademarks in other than a referential manner.

         1.2 "AUTHORIZED REPLICATOR" shall mean a software replicator certified
and approved by Microsoft for replication of games that run on Xbox. Upon
Licensee's written request, Microsoft will provide Licensee with a copy of the
then-current list of Authorized Replicators, but the status of a particular
replicator and such list may change from time to time in Microsoft's sole and
absolute discretion provided that Microsoft shall provide reasonable advance
notice of any such change.

         1.3 "BRANDING SPECIFICATIONS" shall mean the specifications in Exhibit
C, and such other design specifications as Microsoft may hereafter provide from
time to time, for using the Licensed Trademarks on a Software Title and/or on
related product packaging, documentation, and other materials.

         1.4 "COMMERCIAL RELEASE" shall mean (a) with respect to Xbox, the first
distribution of an Xbox to the public for payment, and (b) with respect to a
Software Title, the earlier of the first distribution of the Software Title for
payment or distribution of Finished Product Units that are not designated as
beta or prerelease versions.

         1.5 "FINISHED PRODUCT UNIT" shall mean a DVD-9 copy, in software object
code only, of a Software Title, in whole or in part.

                                      1                   Microsoft Confidential

         1.6 "LICENSED TRADEMARKS" shall mean the Microsoft trademarks depicted
in Exhibit B (which Microsoft unilaterally may modify from time to time during
the term of this Agreement upon written notice to Licensee).

         1.7 "SOFTWARE TITLE" shall mean the single software product as
described in the applicable Exhibit A (i.e., Exhibit A-1, Exhibit A-2, or
Exhibit A-n, as the case may be), developed by Licensee, and running on Xbox. A
Software Title shall include the improvements and patches thereto (if and to the
extent approved by Microsoft), but shall not include any "prequel" or "sequel."
If Microsoft approves one or more additional concept(s) for another single
software product proposed by Licensee to run on Xbox, pursuant to the procedure
set forth in Section 2.1.1 below and the Xbox Guide (as defined in Section 2.1),
then upon Microsoft's written approval of such concept, this Agreement, and the
term "Software Title," shall be broadened automatically to cover the respective
new software product and the parties will prepare, initial and append to this
Agreement a new Exhibit A-n for each such additional new software product.

         1.8 "CERTIFICATION REQUIREMENTS" shall mean the requirements specified
in this Agreement (including without limitation the Xbox Guide) for quality,
compatibility, and/or performance of a Software Title, and, to the extent not
inconsistent with the foregoing standards, the standards of quality and
performance generally accepted in the console game industry.

         1.9 "TERRITORY" shall be shall be determined on a Software
Title-by-Software Title basis, and shall mean such countries as may be specified
in writing by Microsoft when the concept of the applicable Software Title is
approved pursuant to Section 2.1.1 below. Nevertheless, this Agreement is
intended to be worldwide in scope, meaning that Licensee shall have worldwide
publication and distribution rights, although certain Software Titles may only
be approved for publication and distribution in certain Territories.

         1.10 "XBOX" shall mean the first version (as of the Commercial Release)
of Microsoft's Xbox game system, including operating system software and
hardware design specifications.


         2.1 SOFTWARE TITLE DEVELOPMENT. Licensee's development activities with
respect to each Software Title shall be in accordance with the development
schedule set forth in the applicable Exhibit A-n. Furthermore, Licensee agrees
to be bound by all provisions contained in the then-applicable version of the
"Xbox Guide", the current version of which Microsoft or its affiliate will
deliver to Licensee when it is completed, after the execution of this Agreement.
Licensee understands and agrees that Microsoft may, in its discretion,
supplement, revise and update the Xbox Guide from time to time and that upon
Licensee's receipt of the applicable supplement, revision or updated version,
Licensee automatically shall be bound by all provisions of the then-current Xbox
Guide; Microsoft will specify in each such supplement, revision or updated
version a reasonable effective date of each change if such change or revision is
not required to be effective immediately. If Licensee proceeds with the
development of a Software Title, Licensee shall deliver each milestone (as
described in Sections 2.1.1, 2.1.2, 2.1.3 and 2.1.4) to Microsoft for approval
in writing. All certification and playtesting (and reasonable applicable fees
therefor, if any) will be in accordance with the then-applicable version of the
Xbox Guide. If Microsoft does not approve Licensee's submission for a given
milestone then Licensee shall either correct the problems that contributed to
the lack of approval or, if Microsoft gives Licensee written notice to cease
development, Licensee shall immediately cease all development activities for the
applicable Software Title's subsequent milestones. Each successive milestone
shall comply in all material respects with the characteristics of previously
approved milestones. Each software milestone shall be delivered in compiled
object code form.

                2.1.1 CONCEPT. Licensee shall deliver to Microsoft a written and
completed concept submission form (in the form provided by Microsoft to
Licensee), including without limitation: (a) a detailed description of the
Software Title, including but not limited to (to the extent applicable) title,
theme, plot, characters, play elements, and technical specifications; (b) the
identities of any proposed subcontractors, and general information about the
principal team of individual developers, and (c) an explanation of the design,
technical and marketing suitability of the Software Title. Evaluation of the
proposed design will be based on criteria including, but not necessarily limited
to, the following: (i) originality; (ii) play breadth and depth; (iii)
playability; (iv) replayability and long-term interest; and (v) theme,
characters and storyline. Technical evaluation of the concept will be based on
criteria including, but not necessarily limited to, feasibility of execution and
usage of system capabilities (such as graphics, audio, hard drive, play control,
online capabilities and peripherals). Marketing suitability will be evaluated
based on criteria including, but not necessarily limited to, the following: (i)
market viability; (ii) Licensee's marketing commitment (if any); (iii)
suitability to the target demographic; and (iv) overall fit with the Xbox
certified software products portfolio.

                2.1.2 PRELIMINARY VERSIONS. Licensee may, but will not be
required to, deliver to Microsoft certain preliminary versions of the Software
Title, as addressed in the Xbox Guide.

                2.1.3 FEATURE-COMPLETE VERSION. Licensee shall deliver to
Microsoft a feature-complete version of the Software Title (the "Beta Version"),
which includes all features of the Software Title and such other content as may
be required under the Xbox Guide. Concurrently with delivery of the Beta
Version, Licensee will disclose in writing to Microsoft the details about any
and all so-called "hidden characters," "cheats," "easter eggs," "bonus video
and/or audio," and similar elements of which it is aware included in the Beta
Version and/or intended to be included in the final release version of the
Software Title.

                2.1.4 FINAL RELEASE VERSION. Licensee shall deliver to
Microsoft, Licensee's proposed final release version of the applicable Software
Title that is complete and ready for manufacture and commercial distribution,
with the final content rating certification, with identified program errors
corrected, and with any and all changes previously requested by Microsoft
implemented. However, nothing herein will be deemed to relieve Licensee of its
obligation to correct program bugs and errors (including "easter eggs" or other
hidden features described in Section 2.1.3) that adversely affect game play,
whenever discovered (including without limitation after Commercial Release), and
Licensee agrees to correct such bugs and errors as soon as possible after
discovery (provided that, with respect to bugs or errors discovered after
Commercial Release of the applicable Software Title, Licensee will use
commercially reasonable efforts to correct the bug/error in all Finished Product
Units manufactured after discovery). In addition, Licensee will comply with all
certification procedures, guidelines and standards set forth in the
then-applicable version of the Xbox Guide. Licensee shall not distribute the
Software Title, nor manufacture any Finished Product Units intended for
distribution, unless and until Microsoft shall have given its final
certification and approval of the final release version of the Software Title,
and Microsoft shall have provided the code for the final release version to the
applicable Authorized Replicator(s).

                2.1.5 PLAYTESTING. Microsoft will playtest the Beta Version and
proposed final release version of each Software Title; if Licensee delivers
preliminary versions of a Software Title, Microsoft may (but will not be
obligated to) playtest such versions. Microsoft will provide written comments to
Licensee regarding the results of its playtest results, and Licensee shall
comply with any requests made by Microsoft to improve the applicable Software
Title based on such playtest results. Licensee acknowledges that,
notwithstanding its receipt of approvals from Microsoft for prior milestones or
versions during the development process, Licensee's proposed final release
version of each Software Title must be approved by Microsoft, as set forth in
the Xbox Guide. In addition to conforming with the approved concept, with all
technical specifications, and with all other requirements set by Microsoft
during the development and approval process, each Software Title must achieve a
satisfactory rating in final playtesting. Notwithstanding anything to the
contrary contained herein, Licensee acknowledges and understands that, in part,
the results of playtesting will be subjective, that Microsoft will have the
right to deny final approval based on its determination using reasonable
business judgment, and that Licensee has and will have no expectation of final
approval of any Software Title regardless of any approvals or assessments given
or made by Microsoft, informally or formally, at any time. Notwithstanding the
foregoing, it is not Microsoft's intent to provide (or to not provide) final
approvals based on playtesting results arbitrarily or in bad faith.

                                      3                   Microsoft Confidential

                2.1.6 ART & MARKETING MATERIALS. Licensee shall deliver to
Microsoft for approval all Art & Marketing Materials as provided herein.
Licensee shall not distribute any specific Art & Marketing Materials unless and
until Microsoft shall have given its final certification and approval of the
specific item.

         2.2 CONTENT RATING. Licensee understands and agrees that, without
limitation, Microsoft will not give final certification and approval of a
Software Title unless and until Licensee shall have obtained, at Licensee's sole
cost, a rating of no higher than "Mature (17+)" or its equivalent from the
appropriate rating bodies for the applicable Territory (such as, ESRB, ELSPA,
etc.) and/or any and all other independent content rating authority/authorities
reasonably designated by Microsoft. Licensee shall make any changes to the
Software Title required to obtain a rating of no higher than "Mature (17+)" (or
its equivalent). In no event shall Licensee distribute any Software Title under
an "Adults Only" or higher rating (or equivalent rating). Licensee shall include
the applicable rating(s) prominently on Finished Product Units, in accordance
with the applicable rating body guidelines.

         2.3 DEVELOPMENT KIT LICENSE. Microsoft or its affiliate will offer to
Licensee the opportunity to enter into one or more development kit license(s)
(each an "XDK License") pursuant to which Microsoft would license to Licensee
software development tools and hardware to assist Licensee in the development of
Software Titles, including without limitation certain sample code and other
redistributable code which Licensee could incorporate into Software Titles, on
such terms and conditions as are contained in the XDK License.

         2.4 SUBCONTRACTORS. Licensee shall not use any subcontractors or any
other third parties to perform software development work in connection with a
Software Title unless and until (i) the proposed subcontractor or other third
party and (ii) Microsoft shall have executed an XDK license unless otherwise
permitted by Microsoft; provided that nothing contained herein will be deemed to
require Microsoft or its affiliate to execute an XDK License with any particular
person or entity if Microsoft or its affiliate determines that it is not
appropriate to execute such an XDK License.

         2.5 CHANGES OF REQUIREMENTS BY MICROSOFT. Unless otherwise reasonably
specified by Microsoft at the respective time: (a) after approval by Microsoft
of the Beta Version of a Software Title, Licensee will not be obligated to
comply, with respect to such Software Title only, with any subsequent changes
made by Microsoft to the technical or content requirements for Software Titles
generally in the Xbox Guide; and (b) subject to the immediately preceding clause
(a), any changes made by Microsoft in Branding Specifications or other
requirements after final certification of a Software Title by Microsoft will be
effective as to such Software Title only on a "going forward" basis (i.e., only
to such Art & Marketing Materials and/or Finished Product Units as are
manufactured after Microsoft notifies Licensee of the change), unless (i) the
change can be accommodated by Licensee with insignificant added expense, or (ii)
Microsoft pays for Licensee's direct, out-of-pocket expenses necessarily
incurred as a result of its retrospective compliance with the change.


         3.1    TRADEMARKS.

                3.1.1 LICENSE. In each Software Title, and on each Finished
Product Unit (and the packaging therefor), Licensee shall incorporate the
Licensed Trademarks and include credit and acknowledgement to Microsoft as set
forth in the Branding Specifications and the Xbox Guide. Microsoft grants to
Licensee a non-exclusive, non-transferable, personal license to use the Licensed
Trademarks, according to the Branding Specifications and other conditions
herein, and solely in connection with marketing, sale, and distribution in the
Territory of Finished Product Units that meet the Certification Requirements.
Referential use of the Licensed Trademarks, such as in corporate materials and
annual reports shall not require a license and shall not be subject to approvals
by Microsoft.

                                      4                   Microsoft Confidential

                3.1.2 LIMITATIONS. Licensee is granted no right, and shall not
purport, to permit any third party to use the Licensed Trademarks in any manner
without Microsoft's prior written consent except as provided herein. Licensee's
license to use Licensed Trademarks in connection with the Software Title and
Finished Product Units shall not extend to the merchandising or sale of related
or promotional products under the Licensed Trademarks.

                3.1.3 BRANDING SPECIFICATIONS. Licensee's use of the Licensed
Trademarks (including without limitation in Finished Product Unit and Art &
Marketing Materials) shall comply with the Branding Specifications in Exhibit C.
Licensee shall not use Licensed Trademarks in association with any third party
trademarks in a manner that might suggest co-branding or otherwise create
potential confusion as to source or sponsorship of the Software Title or
Finished Product Units or ownership of the Licensed Trademarks. Upon notice or
other discovery of any non-conformance with the requirements or prohibitions of
this section, Licensee shall promptly remedy such non-conformance on a
go-forward basis and notify Microsoft of the non-conformance and remedial steps

                3.1.4 CERTIFICATION REQUIREMENTS. Licensee may use the Licensed
Trademarks only in connection with the copies of the Software Title that meet
the Certification Requirements. Licensee shall test the Software Title and
Finished Product Units for conformance with the Certification Requirements
according to generally accepted and best industry practices, and shall keep
written or electronic records of such testing during the Term of this Agreement
and for no less than ****** thereafter ("Test Records"). Upon Microsoft's
request, Licensee shall provide Microsoft with copies of or reasonable access to
inspect the Test Records, Finished Product Units and Software Title (either in
pre-release or commercial release versions, as Microsoft may request). Upon
notice or other discovery of any non-conformance with the Certification
Requirements, Licensee shall promptly remedy such non-conformance in all
Finished Product Units (subject to Sections 2.1.4 and 2.5 above), and shall
notify Microsoft of the non-conformance and remedial steps taken.

                3.1.5 PROTECTION OF LICENSED TRADEMARKS. Licensee shall assist
Microsoft at Microsoft's cost in protecting and maintaining Microsoft's rights
in the Licensed Trademarks, including preparation and execution of documents
necessary to register the Licensed Trademarks or record this Agreement, and
giving immediate notice to Microsoft of potential infringement of the Licensed
Trademarks. Microsoft shall have the sole right to and in its sole discretion
may commence, prosecute or defend, and control any action concerning the
Licensed Trademarks, either in its own name or, with Licensee's consent, by
joining Licensee as a party thereto. Licensee shall not during the Term of this
Agreement contest the validity of, by act or omission jeopardize, or take any
action inconsistent with, Microsoft's rights or goodwill in the Licensed
Trademarks in any country, including attempted registration of any Licensed
Trademark, or use or attempted registration of any mark confusingly similar

                3.1.6 OWNERSHIP. Licensee acknowledges Microsoft's ownership of
all Licensed Trademarks, and all goodwill associated with the Licensed
Trademarks. Use of the Licensed Trademarks shall not create any right, title or
interest therein in Licensee's favor. Licensee's use of the Licensed Trademarks
shall inure solely to the benefit of Microsoft.

SOFTWARE. Licensee shall not market or distribute any Finished Product Unit
bundled with any unapproved peripheral product software or other products, nor
shall Licensee knowingly permit or assist any third party in such bundling,
without Microsoft's prior written consent.

         3.2 ******

         3.3 NO ELECTRONIC TRANSMISSION. Licensee shall distribute the Software
Title only as embodied in Finished Product Units; specifically, but without
limitation, Licensee shall not distribute the Software Title by any means of
electronic transmission without the prior written approval of Microsoft, which
Microsoft may grant or withhold in its discretion. For the avoidance of doubt,
nothing herein is intended to prevent Licensee from taking and filling orders
for Finished Product Units over the internet. Furthermore, Licensee will not
authorize or permit any online activities involving the Software Title,
including without limitation multiplayer, peer-to-peer and/or online play,
without the prior written approval of Microsoft, which Microsoft may grant or
withhold in its discretion. The parties will enter into an amendment to this
Agreement or a separate agreement covering such online activities.

         3.4 NO DISTRIBUTION OUTSIDE THE TERRITORY. Licensee shall distribute
Finished Product Units only in the Territory. Licensee shall not directly or
indirectly export any Finished Product Units from the Territory nor shall
Licensee knowingly permit or assist any third party in doing so, nor shall
Licensee distribute Finished Product Units to any person or entity that it has
reason to believe may re-distribute or sell such Finished Product Units outside
the Territory.

AUTHORIZED REPLICATORS. Licensee acknowledges that this Agreement does not grant
Licensee the right to reproduce or otherwise manufacture Finished Product Units
itself, or on its behalf, other than with Microsoft or an Authorized Replicator.
Licensee must use Microsoft or an Authorized Replicator to produce Finished
Product Units, pursuant to Section 4.

         3.6 NO REVERSE ENGINEERING. Licensee may utilize and study the design,
performance and operation of Xbox solely for the purposes of developing the
Software Title. Notwithstanding the foregoing, Licensee shall not, directly or
indirectly, reverse engineer or aid or assist in the reverse engineering of all
or any part of Xbox except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation. Reverse
engineering includes, without limitation, decompiling, disassembly, sniffing,
peeling semiconductor components, or otherwise deriving source code. In addition
to any other rights and remedies that Microsoft may have under the
circumstances, Licensee shall be required in all cases to pay royalties to
Microsoft in accordance with Section 6 below with respect to any games or other
products that are developed, marketed or distributed by Licensee, and derived in
whole or in part from the reverse engineering of Xbox or any Microsoft data,
code or other material.

         3.7    RESERVATION OF RIGHTS. Microsoft reserves all rights not
explicitly granted herein.

         3.8 OWNERSHIP OF THE SOFTWARE TITLES. Except for the intellectual
property supplied by Microsoft to Licensee (including without limitation the
licenses in the Licensed Trademarks hereunder and the licenses in certain
software and hardware granted by an XDK License), ownership of which is retained
by Microsoft, insofar as Microsoft is concerned, Licensee will own all rights in
and to the Software Titles.


         4.1    APPROVED REPLICATORS.  Licensee shall retain only an Authorized
Replicator to manufacture all Finished Product Units.

         4.2 TERMS OF USE OF AUTHORIZED REPLICATOR. Licensee will notify
Microsoft in writing of the identity of the applicable Authorized Replicator and
unless Microsoft agrees otherwise, the agreement for such manufacturing/
replication services shall be as negotiated by Licensee and the applicable
Authorized Replicator, subject to the following requirements:

[*]  Confidential portion omitted and filed separately with the Securities and
     Exchange Commission.

                                      6                   Microsoft Confidential
                4.2.1 Microsoft, and not Licensee, will provide to the single
applicable Authorized Replicator the final release version of the Software Title
and all specifications required by Microsoft for the manufacture of the Finished
Product Units (including without limitation the Security Technology (as defined
in Section 4.4 below); Licensee will be responsible for preparing and delivering
to the Authorized Replicator all other items required for manufacturing Finished
Product Units; and Licensee agrees that all Finished Product Units must be
replicated in conformity with all of the quality standards and manufacturing
specifications, policies and procedures that Microsoft requires of its
Authorized Replicators, and that all so-called "adders" must be approved by
Microsoft prior to packaging (in accordance with Section 2.1.6 above);

                4.2.2 Microsoft will have the right, but not the obligation, to
be supplied with up to ****** Finished Product Units (including pre-production
samples and random units manufactured during production runs) at Licensee's cost
but without royalties, for quality assurance and archival purposes;

                4.2.3 the initial manufacturing order for Finished Product Units
of each Software Title may not be less than a number specified by Microsoft in
the Xbox Guide; although such number may change from time to time during the
Term of this Agreement, initially it will be ******;

                4.2.4 Microsoft shall not be responsible for ensuring that all
Finished Product Units are free of all defects (provided that Licensee shall not
be in breach of this Agreement as a result of defects in Finished Product Units,
although the existence of such defects may give rise to other affirmative
obligations of Licensee as set forth elsewhere in this Agreement);

                4.2.5 Licensee will use commercially reasonable efforts to cause
the Authorized Replicator to deliver to Microsoft true and accurate monthly
statements of Finished Product Units manufactured in each calendar month, on a
Software Title-by-Software Title basis and in sufficient detail to satisfy
Microsoft, within fifteen (15) days after the end of the applicable month, and
Microsoft will have reasonable audit rights to examine the records of the
Authorized Replicator regarding the number of Finished Product Units

                4.2.6 In the event that Microsoft would like to have included in
the packaging of Finished Product Units such marketing materials for Xbox and/or
other Xbox products or services as Microsoft may determine in its reasonable
discretion, then Microsoft shall seek written approval from Licensee on a case
by case basis. If Licensee grants such approval, Microsoft will be responsible
for delivering to the Authorized Replicator all such marketing materials
approved for inclusion with Finished Product Units, and any incremental
insertion costs relating to such marketing materials will be borne by Microsoft;

                4.2.7 Microsoft does not guarantee any level of performance by
its Authorized Replicators, and Microsoft will have no liability to Licensee for
any Authorized Replicator's failure to perform its obligations under any
applicable agreement between Microsoft and such Authorized Replicator and/or
between Licensee and such Authorized Replicator.

                4.2.8 Prior to placing an order with a replicator/manufacturer
for Finished Product Units, Licensee shall confirm with Microsoft that such
entity is an Authorized Replicator; Microsoft will endeavor to keep an
up-to-date list of Authorized Replicators in the Xbox Guide. Licensee will not
place any order for Finished Product Units with any entity that is not at such
time an Authorized Replicator.

         4.3 APPROVAL OF NEW AUTHORIZED REPLICATOR. If Licensee requests that
Microsoft certify and approve a third party replicator that is not then an
Authorized Replicator, Microsoft will consider such request in good faith.
Licensee acknowledges and agrees that Microsoft may condition certification and
approval of such third party on the execution of an agreement in a form
satisfactory to Microsoft pursuant to which such third party agrees to strict
quality standards, non-disclosure requirements, license fees for use of
Microsoft intellectual property and trade secrets, and procedures to protect
Microsoft's intellectual property and trade secrets. Notwithstanding anything
contained herein, Licensee acknowledges that Microsoft is not required to
certify or approve any particular third party as an Authorized Replicator, and
that the certification and approval process may be time-consuming.

         4.4 SECURITY. Microsoft will have the right to add to the final release
version of the Software Title delivered by Licensee to Microsoft, and to all
Finished Product Units, such digital signature technology and other security
technology and copyright management information (collectively, "Security
Technology") as Microsoft may determine to be necessary, and/or Microsoft may
modify the signature included in any Security Technology included in the
Software Title by Licensee at Microsoft's direction. Additionally, Microsoft may
add Security Technology that prohibits the play of Software Titles on Xbox units
manufactured in a region or country different from the location of manufacture
of the respective Finished Product Units.

[*]  Confidential portion omitted and filed separately with the Securities and
     Exchange Commission.

                                      8                   Microsoft Confidential


         5.1 LICENSEE RESPONSIBLE. As between Microsoft and Licensee, Licensee
shall be solely responsible for marketing and sales of the Software Title, and
for providing technical and all other support to the end users of the Finished
Product Units. Licensee will provide all end users of Software Titles contact
information (including without limitation Licensee's street address and
telephone number, and the applicable individual/group responsible for customer
support). Such end user support will be consistent with the then-applicable
console game industry standards. Licensee acknowledges and agrees that Microsoft
will have no support responsibilities whatsoever to end users of the Software
Title or with respect to Finished Product Units.

         5.2 ART & MARKETING MATERIALS. In accordance with Section 2.1.6 above,
Licensee shall submit all Art & Marketing Materials to Microsoft, and Licensee
shall not distribute such Art & Marketing Materials unless and until Microsoft
has approved them in writing. Prior to publication of any Art & Marketing
Materials, Licensee agrees to incorporate all changes relating to use of the
Licensed Trademarks that Microsoft may request, and will use its commercially
reasonable efforts to incorporate other changes reasonably suggested by
Microsoft (provided, however, that Licensee shall at all times comply with the
requirements set forth in the Branding Specifications and/or the Xbox Guide).
Microsoft further agrees that if it approves any particular Art & Marketing
Materials, then subsequent uses of substantially similar Art & Marketing
Materials in substantially similar contexts shall require no additional

         5.3 WARRANTY. Licensee shall provide the original end user of any
Finished Product Unit a minimum ninety (90) day limited warranty that the
Finished Product Unit will perform in accordance with its user documentation or
Licensee will provide a replacement Finished Product Unit at no charge.

         5.4 RECALL. Notwithstanding anything to the contrary contained in this
Agreement (including without limitation Section 2.1.4), in the event of a
material defect in a substantial number of Finished Product Units, which defect
in the reasonable judgment of Microsoft would significantly impair the ability
of an end user to play such Software Title or Finished Product Unit, Microsoft
may require Licensee to recall Finished Product Units and undertake prompt
repair or replacement of such Software Title and/or Finished Product Units.

         5.5 SOFTWARE TITLE LICENSE. Subject to third party rights of which
Licensee will inform Microsoft in writing, Licensee hereby grants to Microsoft a
fully-paid, royalty-free, non-exclusive license (i) to publicly perform the
Software Titles at conventions, events, trade shows, press briefings, and the
like; and (ii) to use the title of the Software Title, and screen shots from the
Software Title, in advertising and promotional material relating to Xbox and
related Microsoft products and services, as Microsoft may reasonably deem
appropriate, provided that in such event Microsoft shall provide a credit to THQ
in a form mutually agreed to by the parties. In the event that any of the
foregoing rights are limited by Licensee's third-party licensing restrictions,
then upon request by Microsoft or as otherwise disclosed to Microsoft by
Licensee, Licensee shall detail any applicable restrictions on the license grant
set forth herein and, where permitted, provide Microsoft with various Licensee
marketing materials that may be used by Microsoft without the need for further
approvals. The parties further agree to develop a process whereby Software
Title(s) and/or screenshots thereof which contain such third-party licensed
materials may be pre-approved for use in the manners described herein. Nothing
herein shall preclude Microsoft from using screen shots, publicity materials,
etc. as permitted by law without a license (for example, pursuant to a right of
"fair use" under applicable copyright law or a "referential" use under trademark
law). The parties will use good faith efforts to consult on a regular basis
about advertising, marketing and promotional events relating to the Software
Title; and Microsoft further agrees to consult Licensee in advance of any
marketing or advertising that makes significant use of or reference to the
Software Title.

6.       PAYMENTS

         6.1 ROYALTIES. Licensee shall pay Microsoft royalties, on a Software
Title-by-Software Title basis, for each Finished Product Unit manufactured, in
accordance with the following table:

[*]  Confidential portion omitted and filed separately with the Securities and
     Exchange Commission.

                                      9                   Microsoft Confidential

-----------------------------------          --------------------------------------------
                                                              US DOLLARS


<S>                                          <C>
         Units * - *                                              *


[*]  Confidential portion omitted and filed separately with the Securities and
     Exchange Commission.

                                      10                  Microsoft Confidential

-----------------------------------       --------------------------------------------
                                                           US DOLLARS


<S>                                       <C>
      Units * - *                                              *

     Units * - *                                               *

      Units * and above                                        *


Notwithstanding the foregoing, no royalties will be payable hereunder with
respect to any Demo Finished Product Units. For the purposes hereof, a "Demo
Finished Product Unit" will mean a Finished Product Unit that (i) contains only
a small portion of the applicable Software Title, (ii) is provided to end users
only to advertise or promote the applicable Software Title (although it may
include demonstration versions of other games for Xbox published by Licensee),
(iii) is manufactured in a number of units that has been approved in advance by
Microsoft, which approval Microsoft agrees not to unreasonably withhold, and
(iv) is distributed free or with a suggested retail price of not more than

         6.2 ROYALTY PAYMENTS. Licensee shall have the option of paying the
above royalties in US Dollars, Japanese Yen or Euros, according to the terms of
this Section. By designating the appropriate box below, Licensee may choose to
pay royalties on either a "Worldwide" or "Regional" basis. Such designation
shall be binding throughout the term of this Agreement for all of Licensee's
Software Titles. If Licensee elects to pay on a Worldwide basis, it shall pay
royalties in US Dollars regardless of where the Finished Product Units are
distributed or manufactured. If Licensee elects to pay on a Regional basis, it
shall pay royalties in US Dollars, Japanese Yen or Euros in accordance with the
table set forth in Section 6.1 but subject to the rest of this Section 6.2:

                (i) If the Authorized Replicator manufacturing the Finished
Product Units is located in Japan, Singapore, Malaysia or Taiwan, Licensee shall
pay its royalty denominated in Japanese Yen for such Finished Product Units.

                (ii) If the Authorized Replicator manufacturing the Finished
Product Units is located in a member country of the European Union, Licensee
shall pay its royalty denominated in Euros for such Finished Product Units.

                (iii) If the Authorized Replicator manufacturing the Finished
Product Units is located in any other country or region of the world, Licensee
shall pay its royalty denominated in US Dollars for such Finished Product Units.

Notwithstanding the foregoing, in the event the conversion ratio for either Yen
or Euros to Dollars, as described in the US edition of the Wall Street Journal,
falls outside the foreign exchange trading range as set forth in the chart
below, for a period of time greater than 30 consecutive days, Microsoft may then
readjust the royalty amounts set forth in Section 6.1 for that currency. Such
readjustments shall be made in Microsoft's good faith discretion according to
its normal practices.


         MINIMUM     MAXIMUM
         -------     -------
<S>      <C>         <C>
Yen          *          *
Euros        *          *

   Worldwide     __________(initials)

   Regional      __________(initials)

         6.3 PAYMENT PROCESS. After its receipt from the applicable Authorized
Replicator(s) of each monthly statement of Finished Product Units manufactured,
Microsoft will invoice Licensee for the amount owed to Microsoft pursuant to
Section 6.1 above based upon the applicable statement. Licensee shall pay to
Microsoft the full amount invoiced within thirty (30) calendar days (or such
other time period mutually agreed by the parties) after the date of the
respective invoice. Payment will be made by wire transfer, in immediately
available funds, to an account, and in accordance with a reasonable procedure,
to be specified in writing by Microsoft.

         6.4 AUDIT. Licensee shall keep all usual and proper records related to
its performance (and any subcontractor's performance) under this Agreement,
including support for any cost borne by or income due to Microsoft, for a
minimum period of **** from the date they are created. Such records,
books of account, and entries shall be kept in accordance with generally
accepted accounting principles. Microsoft reserves the right, upon **** notice,
to audit Licensee's records and consult with Licensee's accountants for the
purpose of verifying Licensee's compliance with the terms of this Agreement and
for a period of ****. Any such audit shall be made by Microsoft's internal
audit team or any Microsoft designee, and shall be conducted during regular
business hours at the Licensee's (or any applicable subcontractor's) offices.
Any such audit shall be paid for by Microsoft unless material discrepancies
are disclosed. "Material" shall mean **** of the royalties due to Microsoft
within the audit period. If material discrepancies are disclosed, Licensee
agrees to pay Microsoft for the actual and reasonable out-of-pocket costs
associated with the audit, as well as reimburse Microsoft for all underpaid
amounts, plus interest at a rate of **** per annum.

         6.5    TAXES.

                6.5.1 The royalties to be paid by Licensee to Microsoft herein
do not include any foreign, U.S. federal, state, local, municipal or other
governmental taxes, customs and other duties, levies, fees, excises or tariffs,
arising as a result of or in connection with the transactions contemplated under
this Agreement including, without limitation, any state or local sales or use
taxes or consumption tax or any value added tax or business transfer tax now or
hereafter imposed on the provision of goods and services to Licensee by
Microsoft under this Agreement, regardless of whether the same are separately
stated by Microsoft (all such taxes and other charges being referred to herein
as "Taxes"). All Taxes (and any penalties, interest, or other additions to any
Taxes), with the exception of taxes imposed on Microsoft's net income or with
respect to Microsoft's property ownership, shall be the financial responsibility
of Licensee. Licensee agrees to indemnify, defend and hold Microsoft harmless
from any such Taxes or claims, causes of action, costs (including, without
limitation, reasonable attorneys' fees) and any other liabilities of any nature
whatsoever related to such Taxes.

                6.5.2 Licensee will pay all applicable value added, sales and
use taxes and other taxes levied on it by a duly constituted and authorized
taxing authority on the Finished Product Units or any transaction related
thereto in each country in which the services and/or property are being provided
or in which the transactions contemplated hereunder are otherwise subject to
tax, regardless of the method of delivery. Any taxes that are owed by Licensee,
(i) as a result of entering into this Agreement and the payment of the fees
hereunder, (ii) are required or permitted to be collected from Licensee by
Microsoft under applicable law, and (iii) are based upon the amounts payable
under this Agreement (such taxes described in (i), (ii), and (iii) above the
"Collected Taxes"), shall be remitted by Licensee to Microsoft, whereupon, upon
request, Microsoft shall provide to Licensee tax receipts or other evidence
indicating that such Collected Taxes have been collected by Microsoft and
remitted to the appropriate taxing authority. Licensee may provide to Microsoft
an exemption certificate acceptable to Microsoft and to the relevant taxing
authority (including without limitation a resale certificate) in which case,
after the date upon which such certificate is received in proper form, Microsoft
shall not collect the taxes covered by such certificate.

                6.5.3 Any taxes are required to be withheld, on payments made by
Licensee to Microsoft, Licensee may deduct such taxes from the amount owed
Microsoft and pay them to the appropriate taxing authority; provided however,
that Licensee shall promptly secure and deliver to Microsoft an official receipt
for any such taxes withheld or other documents necessary to enable Microsoft to
claim a U.S. Foreign Tax Credit. Licensee will make certain that any taxes
withheld are minimized to the extent possible under applicable law.

                6.5.4 This tax Section 6.5 shall govern the treatment of all
taxes arising as a result of or in connection with this Agreement
notwithstanding any other section of this Agreement.


         7.1 NON-DISCLOSURE AGREEMENT. The information, materials and software
exchanged by the parties hereunder or under an XDK License, including the terms
and conditions hereof and of the XDK License, shall be subject to the
Non-Disclosure Agreement between the parties attached hereto and incorporated
herein by reference as Exhibit D.

         7.2 PUBLIC ANNOUNCEMENTS. The parties contemplate that they will
coordinate the issuance of initial press releases, or a joint press release,
announcing the relationship established by the execution of this Agreement.
However, neither party shall issue any such press release or make any such
public announcement(s) without the express prior consent of the other party,
which consent will not be unreasonably withheld or delayed. Furthermore, the
parties agree to use their commercially reasonable efforts to coordinate in the
same manner any subsequent press releases and public announcements relating to
their relationship hereunder prior to the issuance of the same. Nothing
contained in this Section 7.2 will relieve Licensee of any other obligations it
may have under this Agreement, including without limitation its obligations to
seek and obtain Microsoft approval of Art & Marketing Materials.

         7.3 REQUIRED PUBLIC FILINGS. Notwithstanding Sections 7.1 and 7.2, the
parties acknowledge that this Agreement, or portions thereof, may be required
under applicable law to be disclosed, as part of or an exhibit to a party's
required public disclosure documents. If either party is advised by its legal
counsel that such disclosure is required, it will notify the other in writing
and the parties will jointly seek confidential treatment of this Agreement to
the maximum extent reasonably possible, in documents approved by both parties
and filed with the applicable governmental or regulatory authorities, and/or
Microsoft will prepare a redacted version of this Agreement for filing.


         8.1 TERM. The term of this Agreement shall commence on the Effective
Date and unless terminated earlier as provided herein, shall continue until
three (3) years after Commercial Release of Xbox.

         8.2 TERMINATION FOR BREACH. In the event either party shall materially
fail to perform or comply with this Agreement or any provision thereof, and fail
to remedy the default within thirty (30) days after the receipt of notice to
that effect, then the other party shall have the right, at its sole option and
upon written notice to the defaulting party, to terminate this Agreement upon
written notice. Any notice of default hereunder shall be prominently labeled
"NOTICE OF DEFAULT" provided, however, that if the default is a material breach
of Section 3 or 7.1 above, or an XDK License, then the non-defaulting party may
terminate this Agreement immediately upon written notice, without being
obligated to provide a thirty -day cure period. The rights and remedies provided
in this Section shall not be exclusive and are in addition to any other rights
and remedies provided by law or this Agreement. If the uncured default is
related to a particular Software Title, then the party not in default will have
the right, in its discretion, to terminate this Agreement in its entirety or
with respect to the applicable Software Title.

         8.3 EFFECT OF TERMINATION; SELL-OFF RIGHTS. Upon termination or
expiration of this Agreement, Licensee shall have no further right to exercise
the rights licensed hereunder or otherwise acquired in relation to this
Agreement and shall promptly return any and all copies of the Licensed
Trademarks. Licensee shall have a period of **** following expiration
of this Agreement, or termination for a reason other than Licensee's material
breach, to sell-off its inventory of Finished Product Units existing as of the
date of termination or expiration, after which sell-off period Licensee
immediately shall destroy all Finished Product Units then in its possession, in
process or under its control. All of Licensee's obligations under this Agreement
shall continue to apply during such **** sell-off period. If this Agreement
is terminated due to Licensee's material breach, Licensee shall immediately
destroy all Finished Product Units not yet distributed to Licensee's
distributors, dealers and/or end users. If requested by Microsoft in writing,
Licensee will deliver to Microsoft the written certification by an officer of
Licensee confirming the destruction of Finished Product Units required

         8.4 SURVIVAL. The following provisions shall survive termination of
this Agreement: 1, 3.6, 5.1, 5.3, , 6, 7, 8.3, 8.4, 9, 10, 11 and 12.


         9.1    LICENSEE.  Licensee warrants and represents that:

                9.1.1 It has the full power to enter into this Agreement;

                9.1.2 It has not previously and will not grant any rights to any
third party that are inconsistent with the rights granted to Microsoft herein;

                9.1.3 The Software Title, Finished Product Units, Art &
Marketing Materials (excluding those portions that consist of the Licensed
Trademarks, and redistributable components of the so-called "XDK" in the form as
delivered to Licensee by Microsoft pursuant to an XDK License) do not and will
not infringe upon or misappropriate any third party trade secrets, copyrights,
trademarks, patents, publicity, privacy or other proprietary rights.

         9.2    MICROSOFT. Microsoft warrants and represents that:

                9.2.1 It has the full power to enter into this Agreement; and

                9.2.2 It has not previously and will not grant any rights to any
third party that are inconsistent with the rights granted to Licensee herein.

         9.3  ****

[*]  Confidential portion omitted and filed separately with the Securities and
     Exchange Commission.

                                      14                  Microsoft Confidential


10.      INDEMNITY

         10.1 INDEMNIFICATION. A claim for which indemnity may be sought
hereunder shall be referred to as a "Claim."

                10.1.1 MUTUAL INDEMNIFICATION. Each party hereby agrees to
indemnify, defend, and hold the other party harmless from any and all claims,
demands, costs, liabilities, losses, expenses and damages (including reasonable
attorneys' fees, costs, and expert witnesses' fees) arising out of or in
connection with any claim that, taking the claimant's allegations to be true,
would result in a breach by the indemnifying party of any of its warranties and
covenants set forth in Section 9.

further agrees to indemnify, defend, and hold Microsoft harmless from any and
all claims, demands, costs, liabilities, losses, expenses and damages (including
reasonable attorneys' fees, costs, and expert witnesses' fees) arising out of or
in connection with any claim regarding any Software Title or Finished Product
Unit, including without limitation any claim relating to quality, performance,
safety or conformance with the Certification Requirements, or arising out of
Licensee's use of the Licensed Trademarks in breach of this Agreement, but not
to the extent arising out of Xbox or the Licensed Trademarks themselves.

         10.2 NOTICE AND ASSISTANCE. The indemnified party shall: (i) provide
the indemnifying party reasonably prompt notice in writing of any Claim and
permit the indemnifying party to answer and defend such Claim through counsel
chosen and paid by the indemnifying party; and (ii) provide information,
assistance and authority to help the indemnifying party defend such Claim. The
indemnified party may participate in the defense of any Claim at its own
expense. The indemnifying party will not be responsible for any settlement made
by the indemnified party without the indemnifying party's written permission,
which will not be unreasonably withheld or delayed. In the event the
indemnifying party and the indemnified party agree to settle a Claim, the
indemnified party agrees not to publicize the settlement without first obtaining
the indemnifying party's written permission.

         10.3 INSURANCE. Prior to distribution of any Software Title, Licensee
at its sole cost and expense shall have endorsed Microsoft as an additional
insured on Licensee's media perils errors and omissions liability policy for
claims arising in connection with production, development and distribution of
each Software Title in an amount no less than ****** on a per occurrence or
per incident basis. Coverage provided to Microsoft under the policy shall be
primary to and not contributory with any insurance maintained by Microsoft. Upon
request, Licensee agrees to furnish copies of the additional insured endorsement
and/or a certificate of insurance evidencing compliance with this requirement.

[*]  Confidential portion omitted and filed separately with the Securities and
     Exchange Commission.

                                      15                  Microsoft Confidential


         11.1 MICROSOFT INTELLECTUAL PROPERTY. In the event Licensee learns of
any infringement or imitation of the Licensed Trademarks, the Software Title or
the Finished Product Units, or the proprietary rights in or related to any of
them, it will promptly notify Microsoft thereof. Microsoft may take such action
as it deems advisable for the protection of its rights in and to such
proprietary rights, and Licensee shall, if requested by Microsoft, cooperate in
all reasonable respects therein at Microsoft's expense. In no event, however,
shall Microsoft be required to take any action if it deems it inadvisable to do
so. Microsoft will have the right to retain all proceeds it may derive from any
recovery in connection with such actions to the extent that it pertains solely
to Microsoft's proprietary rights.

         11.2 LICENSEE INTELLECTUAL PROPERTY. Licensee, without the express
written permission of Microsoft, may bring any action or proceeding relating to
this infringement or potential infringement, to the extent such infringement
involves any proprietary rights of Licensee (provided that Licensee will not
have the right to bring any such action or proceeding involving Microsoft's
intellectual property). Licensee shall make reasonable efforts to inform
Microsoft regarding such actions in a timely manner. Licensee will have the
right to retain all proceeds it may derive from any recovery in connection with
such actions. Licensee agrees to use commercially reasonable efforts to protect
and enforce its proprietary rights in the Software Title.

         11.3 JOINT ACTIONS. Licensee and Microsoft may agree to jointly pursue
cases of infringement involving the Software Titles (since such products will
contain intellectual property owned by each of them). Unless the parties
otherwise agree, or unless the recovery is expressly allocated between them by
the court (in which case the terms of Sections 11.1 and 11.2 will apply), in the
event Licensee and Microsoft jointly prosecute an infringement lawsuit under
this provision, any recovery shall be used first to reimburse Licensee and
Microsoft for their respective reasonable attorneys' fees and expenses, pro
rata, and any remaining recovery shall also be given to Licensee and Microsoft
pro rata based upon the fees and expenses incurred in bringing such action.

12.      GENERAL

         12.1 GOVERNING LAW; VENUE; ATTORNEYS FEES. This Agreement shall be
construed and controlled by the laws of the State of Washington, U.S.A., and
Licensee consents to exclusive jurisdiction and venue in the federal courts
sitting in King County, Washington, U.S.A., unless no federal jurisdiction
exists, in which case Licensee consents to exclusive jurisdiction and venue in
the Superior Court of King County, Washington, U.S.A. Licensee waives all
defenses of lack of personal jurisdiction and forum non conveniens. Process may
be served on either party in the manner authorized by applicable law or court
rule. If either party employs attorneys to enforce any rights arising out of or
relating to this Agreement, the prevailing party shall be entitled to recover
its reasonable attorneys' fees, costs and other expenses. This choice of
jurisdiction provision does not prevent Microsoft from seeking injunctive relief
with respect to a violation of intellectual property rights or confidentiality
obligations in any appropriate jurisdiction.

         12.2 NOTICES; REQUESTS. All notices and requests in connection with
this Agreement shall be deemed given as of the day they are (i) deposited in the
U.S. mails, postage prepaid, certified or registered, return receipt requested;
or (ii) sent by overnight courier, charges prepaid, with a confirming fax; and
addressed as follows:

                                      16                  Microsoft Confidential

<S>                            <C>
             Licensee:         THQ Inc.
                               27001 Agoura Rd.
                               Suite 325
                               Calabasas Hills, CA  91301

             Attention:        President & CEO
             Fax:              818-871-7400
             Phone:            818-871-5000
             Copy to:          VP & Chief Legal Counsel (at the same address)

             Microsoft:        MICROSOFT CORPORATION

                                One Microsoft Way

                             Redmond, WA 98052-6399

             Attention:        Xbox Third-Party Account Management Team

             with a cc to:     MICROSOFT CORPORATION
                                One Microsoft Way

                             Redmond, WA 98052-6399

             Attention:        Law & Corporate Affairs Department
                               Product Development & Marketing

             Fax:              (425) 936-7329

or to such other address as the party to receive the notice or request so
designates by written notice to the other.

         12.3 ASSIGNMENT. Licensee may not assign this Agreement or any portion
thereof, to any third party unless Microsoft expressly consents to such
assignment in writing, not to be unreasonably withheld. Microsoft will have the
right to assign this Agreement and/or any portion thereof as Microsoft may deem
appropriate. For the purposes of this Agreement, a merger, consolidation, or
other corporate reorganization, or a transfer or sale of a controlling interest
in a party's stock, or of all or substantially all of its assets shall be deemed
to be an assignment. This Agreement will inure to the benefit of and be binding
upon the parties, their successors, administrators, heirs, and permitted

         12.4 NO PARTNERSHIP. Microsoft and Licensee are entering into a license
pursuant to this Agreement and nothing in this Agreement shall be construed as
creating an employer-employee relationship, a partnership, or a joint venture
between the parties.

         12.5 SEVERABILITY. In the event that any provision of this Agreement is
found invalid or unenforceable pursuant to judicial decree or decision, the
remainder of this Agreement shall remain valid and enforceable according to its
terms. The parties intend that the provisions of this Agreement be enforced to
the fullest extent permitted by applicable law. Accordingly, the parties agree
that if any provisions are deemed not enforceable, they shall be deemed modified
to the extent necessary to make them enforceable.

         12.6 INJUNCTIVE RELIEF. The parties agree that Licensee's threatened or
actual unauthorized use of the Licensed Trademarks whether in whole or in part,
may result in immediate and irreparable damage to Microsoft for which there is
no adequate remedy at law, and that either party's threatened or actual breach
of the confidentiality provisions may cause like damage to the nonbreaching
party, and in such event the nonbreaching party shall be entitled to seek
appropriate injunctive relief.

                                      17                  Microsoft Confidential

         12.7 ENTIRE AGREEMENT; MODIFICATION; NO OFFER. The parties hereto agree
that this Agreement (including all Exhibits hereto, and the Microsoft
Non-Disclosure Agreement to the extent incorporated herein) and the Xbox Guide
(as applicable from time to time) constitute the entire agreement between the
parties with respect to the subject matter hereof and merges all prior and
contemporaneous communications. It shall not be modified except by a written
agreement dated subsequent hereto signed on behalf of Licensee and Microsoft by
their duly authorized representatives. Neither this Agreement nor any written or
oral statements related hereto constitute an offer, and this Agreement shall not
be legally binding until executed by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the Effective Date on the dates indicated below.


<S>                                     <C>
MICROSOFT CORPORATION                   THQ INC.______________________________

J Allard                                Alison Locke
-----------------------------           -----------------------------
By (sign)                               By (sign)

J Allard                                Alison Locke
-----------------------------           -----------------------------
Name (Print)                            Name (Print)

                                        Executive Vice President,
Gen Mgr                                 North American Publishing
-----------------------------           -----------------------------
Title                                   Title

3-30-01                                 3-22-01
-----------------------------           -----------------------------
Date                                    Date

                                      18                  Microsoft Confidential

                                   EXHIBIT A-1
                          DESCRIPTION OF SOFTWARE TITLE


[*] Confidential portion omitted and filed separately with the Securities and
    Exchange Commission

                                      19                  Microsoft Confidential

                                    EXHIBIT B

                               LICENSED TRADEMARKS

                            [insert Xbox design here]


[*] Confidential portion omitted and filed separately with the Securities and
    Exchange Commission

                                      20                  Microsoft Confidential

                                    EXHIBIT C

                             BRANDING SPECIFICATIONS

The following guidelines apply whenever Licensee places a copy of any Licensed
Trademark on the Software Title, or related collateral materials.

     -   Licensee may use the Licensed Trademarks solely on the retail box,
         documentation, and Art & Marketing Materials for the Software Title,
         and in no other manner.

     -   Licensee's name, logo, or trademark must appear on any materials where
         the Licensed Trademarks are used, and must be larger and more prominent
         than the Licensed Trademarks.

     -   The Licensed Trademarks may not be used in any manner that expresses or
         might imply Microsoft's affiliation, sponsorship, endorsement,
         certification, or approval, other than as contemplated by this

     -   The Licensed Trademarks may not be included in any non-Microsoft trade
         name, business name, domain name, product or service name, logo, trade
         dress, design, slogan, or other trademark.

     -   Licensee may use the Licensed Trademarks only as provided by Microsoft
         electronically or in hard copy form. Except for size subject to the
         restrictions herein, the Licensed Trademarks may not be altered in any
         manner, including proportions, colors, elements, etc., or animated,
         morphed, or otherwise distorted in perspective or dimensional

     -   The Licensed Trademarks may not be combined with any other symbols,
         including words, logos, icons, graphics, photos, slogans, numbers, or
         other design elements.

     -   The Licensed Trademarks (including but not limited to Microsoft's
         logos, logotypes, trade dress, and other elements of product packaging
         and web sites) may not be imitated.

     -   The Licensed Trademarks may not be used as a design feature in any

     -   The Licensed Trademarks must stand alone. A minimum amount of empty
         space must surround the Licensed Trademarks separating it from any
         other object, such as type, photography, borders, edges, and so on. The
         required area of empty space around the Licensed Trademarks must be
         1/2x, where x equals the height of the Licensed Trademarks.

     -   Each use of the Licensed Trademarks must include the notice: "Xbox is a
         trademark of Microsoft Corporation in the United States and/or other
         countries and is used under license from Microsoft".


     -   Use the trademark symbol ("(TM)") at the upper right corner or baseline
         immediately following the name "Xbox". This symbol should be used at
         the first or most prominent mention. Please be sure to spell Xbox as
         one word, with no hyphen and with no space between "X" and "box".

     - Include the following notice on materials referencing Xbox:

              "Xbox is a trademark of Microsoft Corporation."

     -   Trademarks identify a company's goods or services. Xbox is not a
         generic thing, but rather a brand of game system from Microsoft. A
         trademark is a proper adjective that modifies the generic name or
         descriptor of a product or service. The descriptor for Xbox is "game
         system," i.e., "Xbox(TM) game system." Use the descriptor immediately
         after mention of "Xbox". You should not combine the Xbox trademark with
         an improper generic name or descriptor. For example, game programs
         designed to run on the Xbox game system are not "Xbox games," but
         rather "games for the Xbox system" or "Xbox certified games."

     -   The Xbox trademark may never be abbreviated. Do not use "X" by itself
         to represent "Xbox."

                                      21                  Microsoft Confidential

                                   EXHIBIT D
                            NON-DISCLOSURE AGREEMENT


[*] Confidential portion omitted and filed separately with the Securities and
    Exchange Commission

                                      22                  Microsoft Confidential