Trademark License Agreement

The Trademark License Agremeent is an agreement between Bethesda Softworks and Interplay Entertainment regarding the development of a Fallout MMOG. Its alleged breaches are now the subject of lawsuits between the two companies. See: Bethesda Softworks LLC v. Interplay Entertainment Corporation.

See also: Asset Purchase Agreement

Text of the agreement
TRADEMARK LICENSE AGREEMENT

THIS TRADEMARK LICENSE AGREEMENT (this "AGREEMENT") is made and entered into as of April 4, 2007 (the "EFFECTIVE  DATE") by and  between  (i)  BETHESDA SOFTWORKS LLC, a Delaware limited  liability  company,  wholly owned by ZeniMax Media Inc.,  a Delaware  corporation,  having its  principal  place of business located at 1370 Piccard Drive, Suite 120, Rockville,  MD 20850 ("BETHESDA") and (ii) INTERPLAY ENTERTAINMENT CORP., a Delaware corporation having its principal place of business located at 100 North Crescent Drive, Suite 324, Beverly Hills, CA 90210 ("INTERPLAY"). Bethesda and Interplay are  collectively  referred to herein as the "PARTIES" or individually as a "PARTY".

RECITALS

A. Bethesda  acquired  all right,  title and  interest  in the FALLOUT trademarks specified in Schedule l hereto  (collectively  the "LICENSED MARKS") from Interplay under an Asset Purchase Agreement between Bethesda and Interplay, dated as of April 4, 2007 ("APA").

B. Interplay wishes to use the Licensed Marks solely in connection with the development and implementation of a Massively  Multiplayer  Online Game (as defined below).

C. Bethesda, as the owner of the Licensed  Marks,  is willing to grant Interplay a license strictly  limited in duration and scope to use the Licensed Marks in compliance with the terms and conditions of this Agreement.

NOW THEREFORE, in  consideration of the foregoing and the promises and mutual covenants of the parties, and for other good and valuable consideration, the receipt and  sufficiency  of which are hereby  acknowledged,  the  parties, intending to be legally bound, agree as follows:

1.0     DEFINITION.

The term "MMOG"  means a Massively  Multiplayer  Online Game that is a type of computer  video game for large  communal use that (i) is only played and accessed via the Internet and is not playable off-line in any manner whatsoever, (ii) is only functional as an MMOG and does not work as a single player game or as a game with 100 or fewer  players,  (iii)  enables at least 1,000  players to interact  simultaneously  in the game world  online and remains  live 24 hours a day/7 days a week,  (iv)  requires  all  players  to pay a monthly  subscription service fee or some similar ongoing method for billing players for participation in the game world online for the express  purpose of obtaining  and  continuing on-line access to the game's core experience (except during any applicable user trial period), (v) contains content that is maintained only on dedicated servers by the offeror of the MMOG; and (vi) is not played on online  game  services of console manufacturers (such as Xbox Live from Microsoft).

2.0     LICENSE.

2.1 GRANT OF LICENSE. Subject to the terms and conditions set forth in  this   Agreement,   Bethesda   grants  to  Interplay  an   exclusive, non-transferable license and right to use

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the Licensed Marks on and in connection with Interplay's  FALLOUT-branded  MMOG (the "FALLOUT  MMOG"  or  "LICENSED  PRODUCT")  and for no other  purpose. The conditional license herein does not grant Interplay any right to sublicense any of the licensed rights without Bethesda's prior written approval.

2.2 TERRITORY. Worldwide. Interplay agrees to comply with all applicable laws  and  regulations  pertaining  to the  use and  designation  of trademarks  in the  territory,  and to refrain from any action that may or would adversely affect the right of Bethesda to the FALLOUT trademarks.

2.3 MMOG DEVELOPMENT. To retain its license rights under this Agreement, Interplay agrees that (i) full-scale development of its FALLOUT MMOG will commence  within  twenty-four  (24) months of the  Effective  Date of this Agreement (such  commencement  date  defined  herein as the  "MMOG  DEVELOPMENT COMMENCEMENT  DATE")  and  (ii)  by  the  MMOG  Development  Commencement  Date, Interplay will have secured financing for the FALLOUT MMOG in an amount no less than US$30,000,000.00  ("MINIMUM  Financing"). In the event that within  this 24-month period Interplay has failed to commence full-scale  development of its FALLOUT MMOG or has  failed to secure the  Minimum  Financing,  Interplay  will immediately lose and permanently forfeit its license rights under this Agreement and the license rights automatically shall end, be void and otherwise terminate on the anniversary  date of the second year after the  Effective  Date and this Agreement shall no longer remain in effect.

2.4 MMOG COMMERCIAL LAUNCH. In the event that within the first 24 months  after  the  Effective  Date   Interplay  has  commenced   full-scale development of its FALLOUT MMOG and has secured the Minimum Financing, to retain its license   rights  under  this  Agreement   Interplay   must,  in  addition, Commercially Launch (as defined below) the FALLOUT MMOG within four (4) years of the MMOG Development  Commencement  Date. In the event that within the first 24 months after the Effective Date Interplay has commenced full-scale  development of its FALLOUT MMOG and has secured  the  Minimum  Financing  but has failed to Commercially  Launch the  FALLOUT  MMOG  within the first 4 years after the MMOG Development Commencement Date,  Interplay will immediately lose and permanently forfeit its  license  rights  under  this  Agreement  and  the  license  rights automatically shall end, be void and otherwise terminate on the anniversary date of the fourth  year  after  the  MMOG  Development  Commencement  Date and this Agreement shall no longer remain in effect; PROVIDED,  HOWEVER,  that if at the expiration of such 4-year period, Interplay has failed to  Commercially  Launch the FALLOUT MMOG but is actively engaged in development efforts of such MMOG and certifies to Bethesda in writing its good faith belief that it will Commercially Launch the FALLOUT MMOG within 12 months  after the  conclusion  of such 4-year period, then the period for Commercial Launch shall be extended by one (1) year. If Interplay  has  failed  to  Commercially  Launch  the  FALLOUT  MMOG  by the expiration of such  extended  period,  Interplay  shall  immediately  lose  and permanently forfeit its license  rights  under this  Agreement  and the license rights automatically  shall  end,  be  void  and  otherwise  terminate  on  the anniversary date of the fifth year after the MMOG Development Commencement Date and this Agreement shall no longer be in effect. Bethesda agrees to negotiate in good faith whether or not to grant any further extension beyond five years after the MMOG  Development  Commencement  Date. "COMMERCIALLY LAUNCH"  means  that Interplay has offered its FALLOUT MMOG for sale to the public in major  markets in North America and Europe and that such  FALLOUT  MMOG has and  continues  to maintain a minimum of 10,000 paying subscribers.

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2.5 CONTINUING COMMERCIAL AVAILABILITY. If at any time after the Commercial Launch of its FALLOUT MMOG,  Interplay fails to operate and keep its FALLOUT MMOG commercially  available  for any  consecutive  three (3) month period, Interplay will  immediately  lose and  permanently  forfeit its license rights under this Agreement and the license rights automatically  shall end, be void and otherwise  terminate upon the expiration of such three month period and this Agreement shall no longer remain in effect.

2.6 RESERVATION OF RIGHTS. Any and all rights not explicitly granted to Interplay hereunder are reserved by Bethesda.

3.0     OWNERSHIP.

3.1 SOLE OWNER. Interplay acknowledges  and agrees that,  as between the parties,  Bethesda is the sole and  exclusive  owner of the Licensed Marks. Bethesda may,  in its sole  discretion,  maintain  or  discontinue  the maintenance of any  applications  and  registrations  for  the  Marks  or  seek registration for any Licensed Mark at any time.

3.2 NO ASSIGNMENT. Nothing contained in this Agreement shall be construed as an assignment to Interplay of any right, title,  or interest in or to the  Licensed  Marks. Interplay recognizes  and  acknowledges  that  the Licensed Marks and all rights therein and goodwill pertaining thereto solely and exclusively belong  to  Bethesda  and that all  uses of the  Licensed  Marks by Interplay  shall inure to the benefit of Bethesda. Interplay shall not directly or indirectly attack or impair the title of Bethesda to the Licensed Marks, the validity of this Agreement, or any of Bethesda's  registrations or applications relating to any Licensed Mark in any jurisdiction. Interplay agrees it shall not file any state, federal, or foreign applications to register any of the Licensed Marks, in whole or in part, or any name or mark confusingly  similar thereto in any jurisdiction.

3.3 FURTHER  ASSISTANCE. Interplay shall,  upon  request of Bethesda,  execute any  documents  that may be deemed  necessary or desirable by Bethesda  to use the  Licensed  Marks  in  conformity  with any  nation's  laws, including whatever documents that may be necessary to record Interplay as a user or licensee of the Licensed Marks anywhere in the world.

3.4 INTERPLAY-DERIVED   MMOG  ELEMENTS. In the  event  this Agreement terminates  prior  to the  Commercial  Launch  of the  FALLOUT  MMOG, Bethesda agrees that nothing in this  Agreement  limits or is intended to limit the rights of Interplay to use in a non-FALLOUT  MMOG,  INTER ALIA,  any or all locations, graphic  representations,  creatures,  monsters,  names, likenesses, behaviors, religions,  deities,  environments,  legends,  fairy tales, stories, universes, character  classes or character  professions  that are in the public domain, are owned by any entity other than Bethesda and/or its affiliates and/or licensors or otherwise are not subject to copyright or trademark protection. For purposes of a non-FALLOUT MMOG,  Interplay shall own all rights in any computer software code (object or source code),  game play  software  routines,  game or graphics  engines,  as  well  as  any  designs,  likenesses,  sound  and  visual representations or other intellectual property rights that are created after the Effective Date by or on behalf of Interplay and which do not include,  refer or relate to the Licensed Marks (the "INTERPLAY-DERIVED MMOG ELEMENTS"),  provided, however, that the Interplay-Derived MMOG Elements do not use, incorporate, trade on or otherwise exploit any Fallout-related

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intellectual property created by Interplay or by Bethesda or by their respective parents, subsidiaries,  affiliates,  successors or assigns,  including  without limitation any Fallout artwork, locations, graphic representations, story lines, creatures, monsters, names, likenesses, behaviors, environments (e.g., vaults), universes,  settings,   legends,   characters,   character  classes,  character professions, packaging,  advertisements, text and translations, and any and all Fallout proprietary  characters,  trademarks,  copyrights and artwork listed in Exhibit C-2 to the APA, it being  understood  and agreed by the parties that all such property is and shall remain exclusively owned by Bethesda. Interplay shall be free to continue to exploit the Interplay-Derived  MMOG  Elements or not, at will and in its sole  discretion as provided  herein. Subject to the foregoing, each party reserves and expressly does not waive any rights that either may have to take  action  against  the  other  for  copyright  infringement,   trademark infringement, dilution, unfair competition, false advertising and/or any related claims in connection with the other's exercise of the rights available herein.

4.0     USE  OF  LICENSED  MARKS. Provided Interplay  fulfills  the conditions set forth in Sections 2.3, 2.4 and 2.5 of this Agreement,  Interplay is granted  the right to use the  Licensed  Marks but only in  connection  with Interplay's FALLOUT  MMOG. Interplay agrees not to use the Licensed  Marks in conjunction with or connection to any other products or marketing materials.

5.0     QUALITY CONTROL.

5.1     GENERAL.

5.1.1   Interplay  acknowledges  the  importance  to Bethesda of its reputation  and goodwill and to the public of maintaining  high, uniform standards of quality in the Licensed Product provided under the Licensed Marks as well as related marketing and advertising materials used in connection with the Licensed Marks.

5.1.2   Interplay warrants that the Licensed Product shall meet or exceed such quality standards as may be set by Bethesda from time to time. Without limiting the foregoing, the Licensed Product shall be the same quality as, or exceed in  quality,  the  quality  of the  Licensed  Product  in connection  with which  Bethesda has used the Licensed Marks after the Effective Date.

5.1.3   Interplay agrees that it shall  manufacture, sell, provide,  distribute,  advertise,  and  promote the  Licensed  Product in accordance with all applicable federal,  state, national,  territorial and local laws, regulations,  standards and industry codes. Interplay agrees to make or obtain, at its expense, all necessary governmental  approvals,  filings,  and/or registrations with  respect  to  Interplay's   rights  to  manufacture,   sell, distribute, provide, advertise, and promote the Licensed Product.

5.2     FORM OF  USE. Interplay shall  affix  or  otherwise display the  Licensed  Marks  in  conformance  with  Bethesda's  standards  and guidelines, as such may be  further  developed  or  amended  from time to time, including any manuals that are  established  or approved by  Bethesda,  and any other specifications as may be prescribed by Bethesda to promote and foster the goodwill represented by the Licensed  Marks. Interplay shall use the Licensed Marks with appropriate  legends as prescribed by Bethesda and shall not use any other trademark or

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service mark (other than Interplay's INTERPLAY marks) in combination with any of the Licensed Marks without prior written approval of Bethesda.

5.3     INSPECTION AND SAMPLES.

5.3.1   Interplay  agrees to cooperate with Bethesda in facilitating Bethesda's control and maintenance of the nature and quality of the Licensed  Product. Bethesda shall have the right to inspect, during normal business hours  and upon two (2)  days  prior  notice,  Interplay's  places  of business and the Licensed Product.

5.3.2   Interplay  shall  not offer or  provide  any products or services whose  nature or quality  does not comply with the quality standards of Bethesda.

5.3.3   Interplay  shall adhere to the standards and guidelines referenced  in Section 5.2 with respect to all  signage,  packaging, advertising and promotional  materials  bearing the Licensed  Marks. Interplay shall submit to Bethesda for its prior written approval, specimens or facsimiles of all signage, packaging,  advertising and promotional  materials  bearing the Licensed Marks.

5.4 CONTENT. Interplay agrees that the Licensed Product shall not contain any material offensive to Bethesda, including,  without limitation, nudity and offensive language or behavior. In any event, Interplay agrees that prior to release of the Licensed  Product  such final  version of the  Licensed Product shall be approved by Bethesda in writing, which  approval  shall not be unreasonably withheld.

5.5 CONFUSINGLY SIMILAR MARKS. Interplay agrees not to adopt or use any other  trademark,  word,  symbol,  letter,  design  or mark  that is confusingly  similar to the Licensed  Mark. Interplay may use the Licensed Mark with other marks or names sufficiently  separated  from the  Licensed  Mark and sufficiently distinctive to avoid the consumer impression that such other marks or their owners are associated with Bethesda.

6.0     SERVICES TO  BETHESDA. Interplay shall,  at its own cost and expense, provide  certain  assistance  to  Bethesda  in its efforts to develop, register, police and enforce Bethesda's rights in and to the Licensed Marks, and any New Properties, and the rights granted to Interplay hereunder, as described in this Section 6.

6.1 REGISTRATION. Interplay shall provide  cooperation  and assistance to Bethesda in its efforts to  register  the  Licensed  Marks in the United States and other  territories. For example,  and  without  limitation, Interplay shall  provide  to  Bethesda  specimens  and  dates of first use upon request by Bethesda.

6.2 ENFORCEMENT. Interplay shall  regularly   monitor  the marketplace to detect  potentially  infringing  or  non-conforming  uses of the Licensed Marks. Interplay shall  promptly  notify  Bethesda  of any  apparent infringement of or challenge to Interplay's use of any of the Licensed Marks, or claim by any person of any rights in any of the Licensed Marks. Bethesda shall have discretion  to take such action as it deems  appropriate  and the right to exclusively  control any litigation,  Patent and Trademark Office  proceeding or other  proceeding  arising  out of any such  infringement,  challenge  or claim. Interplay agrees to execute any and all instruments

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and documents  and to do such acts and things as, in the opinion of  Bethesda's counsel,  may be  reasonably  necessary or advisable to protect and maintain the interests of Bethesda in the Licensed Marks. Bethesda shall incur no liability to Interplay by reason of  Bethesda's  failure or refusal to  prosecute,  or by Bethesda's refusal to permit Interplay to prosecute, any alleged infringement by third parties, nor by reason of any settlement to which Bethesda may agree.

6.3 POWER OF ATTORNEY. In the event Interplay fails or refuses to execute any document or other writing required under Section 3.3, 3.4 or 6 to fully effect  the  rights of  Bethesda  in the  Licensed  Marks  and/or the New Properties, Interplay  hereby  irrevocably  appoints  Bethesda  as its  special attorney-in-fact, coupled with an interest,  for the limited purpose and to the extent necessary to execute, record and file any such document or writing.

7.0     PAYMENT  OF  ROYALTIES. Interplay agrees to pay  Bethesda  a Royalty of twelve  percent (12%) of the Net Cash Receipts  derived from the sale and distribution of the FALLOUT MMOG,  including sales of subscription  fees or access fees to the FALLOUT MMOG or any other  revenues  generated by the FALLOUT MMOG, in the Territory during each calendar  quarter  following the  commercial launch of the FALLOUT MMOG. The term "Net Cash Receipts"  shall mean the monies actually collected by Interplay from the sale and  distribution  of the FALLOUT MMOG or use of the FALLOUT MMOG in the Territory ("TOTAL CASH RECEIPTS") less:

(i)     Exploitation costs,  including but not limited to all costs of                  goods  (materials,  manufacture  and  assembly  of  any  final                  packaged  goods),  testing  and  quality  assurance,  platform manufacture royalties,   internet  service  fees,  and  sales expenses;

(ii)    Marketing  expenditures,  including paid ads, promotions,  and co-ops;

(iii)   Any taxes (such as value added taxes),  duties and the like on                  the sale of the FALLOUT  MMOG or access to the FALLOUT MMOG in                  any  form  or  manner  (excluding  taxes  on  Interplay's  net                  income);

(iv)    Allowances for trade discounts, price protections and credits, rebates or returns  with  respect to the sale the FALLOUT MMOG;

(v)     Sales commissions, similar fees, compensation and directly related costs paid to third party sales representatives or                     rack servicers;

(vi)    Insurance,  packing,  custom duties,  shipping and procurement charges;

(vii)   Promotional amounts, such as credits, cash discounts,  freight discounts, rebates or promotional allowances to customers; and

(viii)  Amount for returns, such as credits, refunds or allowances.

8.0     REPORTS AND AUDIT.

8.1 QUARTERLY REPORTS. Interplay agrees to provide Bethesda with a written royalty  report  forty-five  (45) days following the end of each calendar quarter (the "QUARTERLY REPORT") following the commercial launch of the FALLOUT MMOG, which report shall include the following information:

(i)     Total Cash Receipts for the FALLOUT MMOG - launch to date;

(ii)    Less Deductions for the FALLOUT MMOG under section 7.0 above;

(iii)   Net Cash Receipts;

(iv)    Total launch-to-date Royalties earned;

(v)     Less any prior period Royalty payments made;

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(vi)    Royalties for the Quarter (item (iv) minus item (v)).

(vii)   Less ten percent  (10%) of the  Royalties for the Quarter as a                  reserve, adjusted quarterly, for returns and cancellations;

(viii)  Net Royalties due for the Quarter.

Simultaneous with its delivery of a Quarterly Report,  Interplay shall pay the Royalties due for the calendar quarter. In the event that Interplay does not make payment, Interplay shall pay Bethesda one percent (1%) per month up to a maximum of five  percent (5%) of the  Royalties  due. Interplay shall not be required to submit  Quarterly  Reports  regarding  the FALLOUT MMOG  receipts if there have been no sales or  distribution  of the FALLOUT MMOG for more than two (2) calendar quarters.

8.2 AUDIT  RIGHTS. Interplay agrees  that  an  independent accountant selected and  appointed by Bethesda may, no more than twice per year at Bethesda's cost and upon fifteen (15) business days' prior written notice to Interplay,  inspect, examine and otherwise audit ("AUDIT") the books and records of Interplay (and any  applicable  subsidiary or affiliate)  for the purpose of determining  the accuracy of  Interplay's  Quarterly  Reports. Interplay shall cooperate fully  with any such Audit and  promptly  make  available  to persons conducting the Audit all records and documents relating to sales,  fees and any other revenues of, or generated by, the MMOG, which Bethesda advises it needs to complete the Audit in a thorough  and  comprehensive  manner. Should the Audit establish that Interplay's payments made to Bethesda under this Agreement should have been five percent  (5%) or more in amount,  then in  addition  to promptly paying the  additional  Royalties,  plus  interest  computed  at one and a half percent (1.5%) per month Interplay shall pay the cost of the Audit.

9.0     TERMINATION.

9.1 Bethesda shall have the right to terminate this Agreement at any time, upon written notice to Interplay,  if Interplay  fails to make any payment due  hereunder,  maintain  the  quality  of  the  Licensed  Product  in accordance with the provisions hereof, follow Bethesda's  instructions regarding the appropriate display and use of the Licensed Marks, or perform or comply with any term,  condition,  or  standard  set forth in this  Agreement,  and if such failure is not cured within thirty (30) days after  Bethesda  provides  written notice of such failure to Interplay.

9.2 Bethesda  may  terminate  this  Agreement  at its option, effective immediately upon written notice to Interplay, in the event (x) of the reorganization, consolidation  or merger of Interplay or of another entity into Interplay, (y) of the  transfer  of all or  substantially  all of the assets of Interplay to another entity, or (z) Interplay becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign.

9.3     EFFECT OF TERMINATION.

9.3.1   Upon the  expiration or  termination of this Agreement, except as otherwise provided herein,  any monies,  including royalty payments, due and payable hereunder to Bethesda as of the date of expiration or termination shall be paid in full.

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9.3.2   Within thirty (30) days after termination of this Agreement, Interplay shall provide Bethesda with a complete schedule of all materials bearing the Licensed  Marks then on hand or in  inventory  (including inventory of its  subcontractors or agents)  including,  but not limited to, the Licensed Product, packaging,  and advertising and promotional  materials. Upon request and at Bethesda's sole discretion, Interplay  promptly shall deliver to Bethesda  or  dispose of at the  direction  of  Bethesda,  without  charge,  all existing inventory of Licensed  Product  bearing the Licensed  Marks within its possession or control, all related  materials  bearing the Licensed Marks,  and instruments used for the purposes of affixing or displaying the Licensed Marks, including, but not limited to, artwork, transparencies,  negatives, dies, molds and screens, for  disposition  by Bethesda,  along with copies of all inventory records relating thereto.

9.3.3   Except as  otherwise  permitted  under  this Section 9, upon the expiration or termination of this Agreement, Interplay shall cease to use the Licensed Marks in any manner and shall not  thereafter use the Licensed Marks,  or any other trade name or trademark  comprised in whole or in part of any Licensed Mark or that is similar to any Licensed Mark.

9.3.4   Upon the  expiration or  termination of this Agreement, Interplay shall,  within ninety (90) days of the date of termination or expiration of this Agreement wind down the operation of the FALLOUT MMOG and terminate any and all User Agreements.

9.3.5   Interplay     hereby     acknowledges    the irreparable harm that  Bethesda  will  incur from any  unauthorized  use of the Licensed Marks. Interplay expressly agrees that, notwithstanding any termination or expiration of this Agreement,  Bethesda,  in addition to all other remedies, shall be entitled to seek temporary, preliminary and permanent injunctive relief to prohibit the unlawful or unauthorized use of the Licensed Marks.

9.3.6   Upon the  expiration or  termination of this Agreement or upon  the  losing,  forfeiting,  ceasing,  voiding,  or  otherwise terminating of this Agreement or any part of this Agreement and notwithstanding anything to the contrary herein or in any other agreement  between the parties, the provisions of Section 3.4 of this Agreement shall survive and remain in full force and effect.

10.0    INDEMNIFICATION. Interplay agrees to indemnify  Bethesda and its affiliates, parent and their  respective  directors,  officers,  agents and employees and  to  hold  each  of  them  harmless  in all  respects,  including attorneys' fees, from and against any claims, demands, suits or causes of action and resulting settlements, awards or judgments arising out of any act or alleged activity of Interplay in connection with this Agreement including any defects or alleged defects in the  Licensed  Product. This indemnity  shall  survive the termination of this Agreement.

11.0    SUCCESSORS AND ASSIGNS. Interplay may not assign its rights or delegate its duties under this Agreement  without the prior written  consent of Bethesda. Bethesda has the unrestricted right to assign its rights or delegate its duties under this Agreement to any person or entity. This Agreement will be binding on, inure to the benefit of and be enforceable  against the parties and their respective permitted successors and assigns.

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12.0    NOTICES. All notices  and other  communications  required or permitted to be given under this Agreement  shall be in writing and delivered by overnight  courier to the addresses  set forth below or to such other  addresses specified by the parties:

To Bethesda:     Vlatko Andonov President Bethesda Softworks LLC 1370 Piccard Drive, Suite 120 Rockville, MD 20850 Tel: 301 926 8300; Fax: 301 926 8010

with a copy to: J. Griffin Lesher Executive Vice President-Legal ZeniMax Media Inc.                          1370 Piccard Drive, Suite 120 Rockville, MD 20850 Tel: 301 963 2000; Fax: 301 990 7025

To Interplay:    Herve Caen Chief Executive Officer Interplay Entertainment Corp.                          100 North Crescent Drive, Suite 324 Beverly Hills, CA 90210 Tel: 310 432 1955; Fax: 310 432 1959

13.0    GOVERNING  LAWS. This Agreement  shall  be  governed  by and construed in accordance with the laws of the State of Delaware without reference to its choice of law rules. Each of Bethesda and Interplay agrees that the sole and exclusive jurisdiction and venue of any action or litigation arising from or relating to this Agreement shall be the courts located in the State of Maryland.

14.0    ALL  AMENDMENTS IN WRITING. No supplement, modification,  or amendment of this Agreement  shall be binding,  unless  executed in writing by a duly authorized representative of each party to this Agreement.

15.0    NO  WAIVER. A failure  of any  party to  exercise  any right provided for herein shall not be deemed to be a waiver of any right hereunder.

16.0    ENTIRE  AGREEMENT. The parties have read this Agreement  and agree to be bound by its terms,  and  further  agree  that it  constitutes  the complete and entire agreement of the parties and  supersedes all and merges all previous communications,  oral or written,  and all other  communications among them relating to the subject matter hereof. No representations or statements of any kind made by any party that are not expressly stated herein shall be binding on such party. Any modifications  or  amendments  to this  Agreement  shall be binding upon the parties only if they are made in writing and properly  executed on behalf of the respective parties.

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17.0    SEVERABILITY. In the  event  that  any  provision  of  this Agreement is held invalid by a court with jurisdiction  over the parties,  such provision shall be deemed to be restated to be  enforceable,  in a manner which reflects, as nearly as  possible,  the  original  intentions  of the parties in accordance  with applicable law. The remainder of this Agreement shall remain in full force and effect.

18.0    EXECUTION AND  EFFECTIVE  DATE. This Agreement may be signed using one or more counterparts, each of which when signed shall be deemed to be an original and all of which when taken  together  shall  constitute one and the same instrument. This Agreement  shall be  enforceable  upon the  exchange of facsimile  signatures and shall be effective on the date of the last  signature, which shall also be the Effective Date first written above.

IN WITNESS WHEREOF,  intending to be legally  bound,  the parties have caused this Agreement to be executed by their authorized representatives.

Bethesda Softworks LLC                Interplay Entertainment Corp.

By: /s/ Vlatko Andonov                By:  /s/ Herve Caen ---           -- Name:  Vlatko Andonov                  Name:  Herve Caen Title: President                      Title: Chief Executive Officer

Date:                                 Date: -

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SCHEDULE 1

LISTING OF LICENSED TRADEMARKS

FALLOUT

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