Asset Purchase Agreement

The Trademark License Agremeent is an agreement between Bethesda Softworks and Interplay Entertainment regarding the sale of the Fallout franchise to Bethesda. Its alleged breaches are now the subject of lawsuits between the two companies.

Text of the agreement
ASSET PURCHASE AGREEMENT

- BY AND BETWEEN -

INTERPLAY ENTERTAINMENT CORP.

- AND -

BETHESDA SOFTWORKS LLC

DATED AS OF APRIL 4, 2007



ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of April 4, 2007 (the "EFFECTIVE Date") between BETHESDA  SOFTWORKS LLC, a Delaware limited liability company (the "PURCHASER"), and INTERPLAY ENTERTAINMENT CORP., a Delaware corporation  (the  "SELLER"). Purchaser and  Seller are  sometimes referred to herein individually as a "PARTY" and collectively as the "PARTIES."

RECITALS:

A. On June 29, 2004,  Seller and  Purchaser  entered into an Exclusive Licensing Agreement, amended August 19, 2004 (as amended to date, the "EXCLUSIVE LICENSING  AGREEMENT"),   whereby  Purchaser  acquired  exclusive,   worldwide, perpetual unrestricted intellectual property rights in and to all future uses of every kind to the brand and interactive entertainment software property known as "FALLOUT" and to the "FALLOUT" trademark,  to the extent expressly provided for under the  Exclusive  Licensing  Agreement. Through and  as a  result  of the Exclusive Licensing Agreement,  Purchaser has the unfettered right,  subject to license royalties, to use and exploit the Fallout Intellectual Property (defined below) and is prepared to purchase actual legal  ownership of all right,  title, and interest  in and to the  Fallout  Intellectual  Property  and in the  other Acquired Assets (defined below).

B. The Seller and Purchaser entered into arms' length negotiations for the sale of the Fallout Intellectual Property which would eliminate risk to the Seller concerning the timing and amount of any royalties, if any, to be paid in the future under the Exclusive Licensing  Agreement,  and provide the Seller the fair value of the Fallout Intellectual Property to the extent Purchaser does not already effectively have it under the Exclusive Licensing Agreement,  and would eliminate Purchaser's potential future royalty obligations to the Seller.

C. On November 1, 2006, while the negotiations  between the Seller and Purchaser were  ongoing,   four  petitioning  creditors  filed  an  involuntary bankruptcy petition under Chapter 7 of Title 11 of the United States Bankruptcy Code (the "BANKRUPTCY CODE") against Seller (the "INVOLUNTARY PETITION") in the United States Bankruptcy Court for the Central District of California, Case No. 06-11994 TA (the "BANKRUPTCY  CASE"),  and on November 30, 2006, Seller answered the Involuntary  Petition in the Bankruptcy Case by filing an Answer of Alleged Debtor To Involuntary Petition seeking to dismiss the Bankruptcy Case.

D. The Seller desires, based on the fair value of the Acquired Assets, to monetize the  benefit of its  bargain  with  Purchaser  under the  Exclusive Licensing Agreement by converting the possibility of contingent future payments from Purchaser  into  certain  amounts to be paid to the Seller by Purchaser as provided in this Agreement. Seller recognizes the  uncertainties  of receiving further advances  and/or future game  royalties  under the Exclusive  Licensing Agreement, and Purchaser is willing to acquire from Seller,  as permitted under Sections 303(f) and 549(b) of the Bankruptcy Code, all right, title and interest in such Acquired Assets, for the cash consideration described herein, which the Parties agree represent the fair value of the Acquired Assets.

E. Purchaser and Seller enter into this Agreement in good faith and for bona fide business reasons and purposes.

AGREEMENT:

NOW, THEREFORE,  in consideration of the promises and mutual covenants and agreements set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I                                  DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given thereto in EXHIBIT A to this Agreement.

2 

ARTICLE II                          PURCHASE AND SALE; CLOSING

2.1 ACQUIRED ASSETS. Upon the terms and subject to the conditions of this  Agreement,  and  effective  upon  the  Closing  Date,  (x)  Seller  hereby irrevocably sells, assigns, transfers, conveys and delivers to Purchaser on the Closing Date, and (y)  Purchaser  hereby  purchases,  acquires and accepts from Seller, all of Seller's right, title and interest in and to all of the Acquired Assets. As used herein, the term "ACQUIRED ASSETS" shall mean, collectively, the Purchased Intellectual Property, the other Assets identified on PART 2.1 OF THE DISCLOSURE SCHEDULE, and the Enforcement Rights.

2.2 ASSUMED LIABILITIES. Upon and subject to the terms,  conditions, representations, and  warranties  of Seller  contained  herein,  and subject to SECTION 2.3, Purchaser agrees,  effective at the time of Closing, to assume only the following liabilities (collectively, the "ASSUMED LIABILITIES"): all filing fees for transferring ownership of the Fallout Intellectual Property arising and accruing on and after the Closing and for maintaining  and continuing to pursue for Purchaser's  benefit  any  registrations  or  applications  relating to the Fallout Intellectual Property.

2.3 EXCLUDED  LIABILITIES. Notwithstanding any  provision  in  this Agreement or anything herein or otherwise to the contrary, Purchaser is assuming only the  Assumed  Liabilities  and is not  assuming,  nor  will  Purchaser  be obligated to pay,  perform,  or discharge  any other  liability or obligation of Seller or any Affiliate of Seller or of any  predecessor  stockholder,  or other owner of all or part of Seller or any Affiliate  of Seller  (collectively,  the "SELLER GROUP"),  of any kind or nature whatsoever,  whether direct or indirect, known or unknown, absolute or contingent, presently in existence or accrued, or arising  or  asserted  after  the  date  hereof  or  on  or  after  the  Closing (collectively, the "EXCLUDED LIABILITIES"). Any and all such other liabilities and obligations shall be retained by and remain  obligations and liabilities of the Seller Group.

2.4 CLOSING. The consummation of the purchase and sale of the Acquired Assets in  accordance  with  this  Agreement  and  the  closing  of  the  other transactions provided for hereunder (the  "CLOSING")  shall take place at 10:30 a.m., local time, at the offices of DLA Piper US LLP, 1775 Wiehle Avenue, Suite 400, Reston,  Virginia  20190 on APRIL 6, 2007, or at such other later time and place as  the  Parties  shall  agree  in  writing,  subject  in  each  case  to satisfaction  or waiver by the  Seller  and  Purchaser,  as  applicable,  of the conditions precedent  to closing  set forth in  SECTION  6.1 and  SECTION  6.2, respectively. The actual  date of the  Closing  shall  be  referred  to as the "CLOSING DATE" and the Closing shall be deemed effective as of 12:01 a.m. on the Closing Date. The Parties hereby agree to deliver at the Closing such documents, certificates of officers and other  instruments  as are set forth  elsewhere in this  Agreement and as may  reasonably be required to effect the transfer by the Seller of the Acquired Assets to the Purchaser and to vest full title in and to the Acquired  Assets in Purchaser,  free and clear of any and all  Encumbrances. All events  which  shall  occur  at  the  Closing  shall  be  deemed  to  occur simultaneously.

2.5 SELLER'S CLOSING DELIVERIES. At the Closing, Seller will deliver to Purchaser (in addition to a duly executed copy of this Agreement, together with all final  exhibits,  annexes,  and schedules  hereto) the  following,  with all documents and  instruments  below  to be  duly  executed  by the  Seller  where appropriate and notarized where indicated in the exhibits, annexes, or schedules to this Agreement:

(a) the Trademark  License  Agreement,  in the form  attached hereto as EXHIBIT B-1 (the "LICENSE BACK Agreement");

(b) the Special Rules System License  Agreement,  in the form attached hereto as EXHIBIT B-2 (the "SPECIAL RULES LICENSE AGREEMENT");

(c) the bill of sale, in the form attached  hereto as EXHIBIT B-3 (the "BILL OF SALE");

(d) the instrument of assignment and assumption,  in the form attached hereto as EXHIBIT  B-4 (the  "INSTRUMENT  OF  ASSIGNMENT  AND         ASSUMPTION");

(e) the applicable  assignment  agreements  designated by the Purchaser, in the forms attached hereto as EXHIBIT C-1 and EXHIBIT C-2 (the "ASSIGNMENTS"), respectively;

3 

(f) a power of attorney in the form attached hereto as EXHIBIT C-3;

(g) all tangible embodiments  of the  Purchased  Intellectual Property, including, without limitation, the Software and Documentation included in the Purchased Intellectual  Property,  but with respect to         Third Party Intellectual  Property Rights only to the extent Seller has the right in connection therewith to provide same;

(h) all other tangible and intangible property included in the Purchased Intellectual  Property,  but with  respect  to  Third  Party Intellectual Property Rights only to the extent Seller has the right in        connection therewith to provide same;

(i) an officer's and secretary's closing  certificate in form and substance acceptable to Purchaser;

(j) the Escrow  Agreement,  in the form  attached  hereto  as         EXHIBIT D; and

(k) such  other  instruments,   documents,  certificates  and closing deliverables as Purchaser may reasonably request or may require in connection with this  Agreement and the  transactions  provided for herein.

2.6 PURCHASER'S  CLOSING  DELIVERIES. At the Closing, Purchaser will deliver to the Seller (in addition to a duly executed  copy of this  Agreement, together with all final exhibits,  annexes, and schedules hereto) the following, with all documents and  instruments  below to be duly executed by the Purchaser where appropriate  and notarized where  indicated in the annex,  schedules,  or exhibits to this Agreement:

(a) the License Back Agreement;

(b) the Special Rules License Agreement;

(c) the Bill of Sale;

(d) the Instrument of Assignment and Assumption;

(e) the Trademark Assignment Agreement;

(f) the Copyright Assignment Agreement;

(g) the Escrow Agreement; and

(h) the First Installment,  payable  upon the  Closing  under SECTION 2.7 below.

2.7 PURCHASE  PRICE. In addition  to the  Assumed  Liabilities,  the purchase price for the Acquired Assets (together, the "PURCHASE PRICE") shall be Five Million Seven Hundred Fifty Thousand and 00/100  Dollars  ($5,750,000.00), payable in three installments as provided herein, upon the terms and conditions set forth in this Agreement and in reliance on the representations, warranties, covenants and  agreements  of  Seller. At the Closing,  the  Acquired  Assets automatically will be transferred to, and all right, title and interest therein immediately vested in, the Purchaser.

(a) FIRST INSTALLMENT. The Purchaser shall deliver the sum of        TWO MILLION AND 00/100  DOLLARS  ($2,000,000.00)  of the Purchase Price (the  "FIRST    INSTALLMENT")    in    immediately    available   U.S.         dollar-denominated  funds by wire transfer as follows:  (i) TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($200,000.00) to an account as specified on        the Payment Schedule attached hereto and (ii) ONE MILLION EIGHT HUNDRED THOUSAND AND 00/L00 DOLLARS ($1,800,000.00)  to a separate  segregated escrow account ("ESCROW ACCOUNT")  established  pursuant to the Escrow Agreement (at EXHIBIT D), as specified in the PAYMENT SCHEDULE attached hereto, with  said  funds  to be  used to  obtain  full  and  complete releases, releases of liens,  satisfactions of judgments or discharges of liabilities  (in the form of the  releases  attached  to the Escrow         Agreement) as to all of the  Encumbrances  listed in PART 2.7(A) OF THE DISCLOSURE SCHEDULE as promptly as  practicable  following the Closing Date.

(b) SECOND  INSTALLMENT. Upon entry  by  the  court  in the Bankruptcy Case  of  a  conditional  order  of  dismissal  in  a  form reasonably satisfactory to the Purchaser  ("CONDITIONAL  ORDER"),  the Purchaser shall  deliver  the sum of TWO  MILLION  AND 00/100  DOLLARS ($2,000,000.00) of the  Purchase  Price the "SECOND  INSTALLMENT")  in         immediately available U.S. dollar-denominated funds by wire transfer to         the

4 

Escrow Account, with said funds to be used to satisfy the requirements of the Conditional  Order. In the event the  Bankruptcy  Case is not dismissed pursuant to a final,  non-appealable  order (FINAL DISMISSAL         ORDER")  within  ninety  (90)  days  from the date of  issuance  of the         Conditional  Order,  any funds  remaining in the Escrow  Account  shall         thereafter  be  distributed  only  as  directed  by  the  court  in the         Bankruptcy Case.

(c) THIRD INSTALLMENT. The balance of the Purchase Price in         the sum of ONE  MILLION  SEVEN  HUNDRED AND FIFTY  THOUSAND  AND 00/100 DOLLARS ($1,750,000.00)  shall be due, owing,  and payable ninety (90) days following issuance of a Final Dismissal Order ("THIRD INSTALLMENT         DATE") on  condition  that (i) the Seller  provided  written  evidence, reasonably satisfactory to Purchaser,  that the Encumbrances listed in         PART 2.7(A) OF THE DISCLOSURE SCHEDULE have been released, satisfied or         discharged in full and releases of liens and satisfactions of judgments have been filed with all applicable  courts,  Secretaries  of State or         other  entities,  (ii)  no new  bankruptcy  or  insolvency  proceedings against Seller have been filed, (iii) no Encumbrances or challenges of         any kind exist or have arisen with respect to  Purchaser's  clear title and ownership of the Acquired Assets, and (iv) the Seller then remains in compliance with all of its covenants  under this  Agreement and all related  agreements. If such  conditions  are  met  to  Purchaser's         satisfaction,  then the  Purchaser  shall  deliver  ONE  MILLION  SEVEN HUNDRED FIFTY   THOUSAND  AND  00/100   DOLLARS   ($1,750,000.00)   in         immediately available U.S. dollar-denominated funds by wire transfer as         specified  on  the  Payment   Schedule   attached  hereto  (the  "THIRD         INSTALLMENT"). Whether or not the  contingent  Third  Installment  is         earned,  paid or  released,  if at any  time  any  Encumbrances  or any challenges to  Purchaser's  clear  title and  ownership  of any of the Acquired Assets  arise after the Third  Installment  Date,  the Seller shall take immediate action to resolve and fully discharge and cause to        be released any and all such Encumbrances  and/or challenges and ensure to Purchaser's   satisfaction   that  there  are  no  Encumbrances  on         Purchaser's  clear title to and unencumbered  ownership of the Acquired Assets.

2.8 EXCLUSIVE  LICENSING  AGREEMENT. Effective  automatically  upon Closing, Purchaser shall have no obligations to pay any consideration under the Exclusive Licensing  Agreement,  and the Exclusive Licensing Agreement shall be deemed  superseded by this  Agreement and in the event of a conflict of meaning, the terms  of this  Agreement  shall  control;  PROVIDED,  HOWEVER,  that if in connection  with or as the result of any bankruptcy  proceeding or  liquidation, dissolution, or in connection with any other insolvency proceeding,  fraudulent conveyance claim, or other claim or action, any court, bankruptcy  trustee,  or other applicable Person causes this Agreement and the transactions  hereunder to be voided,  nullified,  or otherwise  unwound or overturned for any reason under federal or state law, then notwithstanding  anything herein or otherwise to the contrary, (x) all of Purchaser's licenses, rights and other privileges under the Exclusive Licensing Agreement  automatically shall be reinstated and deemed for all purposes  to have  remained  in full  force and effect and not to have been superseded or otherwise impacted in any way by this Agreement,  and (y) any and all payments made under this Agreement automatically  shall be deemed to be and constitute royalty  payments  that may become due and payable to the Seller and advance payments  recoverable  against  and  applied  to any  and  all  payment obligations of  Purchaser  to the  Seller  in  accordance  with  the  Exclusive Licensing Agreement. With respect to such advance payments, Purchaser shall be deemed  to be and  constitute  a secured  creditor  of the  Seller  and shall be entitled to a first priority lien over all of the Fallout Intellectual  Property and entitled hereby to make such security  interest  filings  under  applicable federal or state law (including but not limited to with the United States Patent and Trademark Office and Copyright Office and with any and all corresponding or similar  bodies  outside of the United  States) with  respect to all  registered Fallout Intellectual Property as it may deem necessary or appropriate to perfect such security interests. Without limiting the foregoing, any obligation by the Purchaser to pay royalties or any other  monies under the  Exclusive  Licensing Agreement if reinstated  is void. To the fullest extent  possible,  the Seller shall waive all claims to  royalties  or any other  monies that ever may be due under the Exclusive Licensing  Agreement  and hereby  accepts the payments made under this Agreement to constitute full payment of royalties or other monies due thereunder.

5 

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to the Purchaser that, on and as of the Effective Date and as of the Closing,  the  statements  contained in sections 3.1 through 3.22 of this ARTICLE  III are true and correct in all  respects,  except as set forth in the Seller's  Disclosure  Schedule  attached  hereto (the  "DISCLOSURE SCHEDULE").

3.1 DUE INCORPORATION. Seller is a corporation duly organized, validly existing and in  good  standing  under  the  applicable  laws of the  State  of Delaware. Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on and operate its business, operations, and affairs as now conducted and to enter into this Agreement and all agreements and instruments  to be entered  into or delivered  under this  Agreement by the Seller (collectively, the "ANCILLARY  AGREEMENTS") and to perform and discharge its obligations  hereunder and under all Ancillary  Agreements. Seller is duly licensed or qualified as a foreign corporation in good standing in the State of California.

3.2 AUTHORITY; NO VIOLATION; BINDING OBLIGATION.

(a) All corporate actions necessary to authorize the execution and delivery by Seller of this Agreement and the Ancillary  Agreements and the performance of its  obligations  hereunder and thereunder have been duly taken.

(b) The execution, delivery, and performance of this Agreement and the Ancillary Agreements and the performance of Seller's covenants and agreements  herein and therein  contained  do not and will not (i) contravene or conflict with or constitute a violation of any provision of applicable  law binding upon or  applicable to the ownership of the Acquired Assets or the Seller's business; (ii) conflict with, result in        a breach of,  constitute  a default  under or give rise to any right of         termination, cancellation or acceleration of any right or obligation of         Seller relating to the Acquired  Assets or Assumed  Liabilities or to a         loss  of  any  benefit  relating  to the  Acquired  Assets  or  Assumed Liabilities to which  Seller is entitled  under any  provision  of any agreement, contract  or other  instrument  or  relating  to any of the Acquired Assets;  (iii)  result in the creation or  imposition  of any Encumbrance on any Acquired Asset; or (iv) conflict with or violate any provision of the articles of incorporation, bylaws, or other governing documents of the Seller as in effect immediately prior to the Closing.

(c) This Agreement and each of the Ancillary  Agreements  are legal, valid and binding obligations of Seller.

(d) Seller has not received any notice of non-compliance  not previously corrected  with  respect to the  Acquired  Assets under any applicable law.

3.3 LITIGATION. Except for  the  Bankruptcy  Case  and  Encumbrances identified in PART  2.7(A)  OF THE  DISCLOSURE  SCHEDULE,  there  are no  Legal Proceedings pending,  or to the knowledge of the Seller,  threatened against or relating to the Seller in connection  with this Agreement or any of the Acquired Assets, whether at law, in equity, or before any governmental authority, nor is there a basis for any of the  foregoing. Seller is not, in connection with the Acquired Assets, in default with respect to any judgment, injunction,  order or decree of any court or any governmental authority,  instrumentality, or court by which it or any of the Acquired Assets is bound or subject.

3.4 TITLE TO ACQUIRED ASSETS. Except for the Encumbrances identified in PART 2.7(A) OF THE DISCLOSURE SCHEDULE, Seller has good and marketable title to the Acquired  Assets,  free and clear of any  Encumbrances,  and at the Closing, Purchaser will receive good and marketable title to the Acquired  Assets,  free and clear of any Encumbrances,  except for the Encumbrances  identified in PART 2.7(A) OF THE DISCLOSURE SCHEDULE.

3.5 INSURANCE CLAIMS. There are no pending insurance claims for losses related to the Acquired Assets.

3.6 OWNERSHIP. The Seller owns or  otherwise  has valid and  legally enforceable rights by license to use the Purchased Intellectual  Property. The Seller is the sole owner of all of the Purchased Intellectual Property.

6 

3.7 INBOUND  LICENSES  AND  RIGHTS. Set forth  in  PART  3.7  OF THE DISCLOSURE SCHEDULE  is a  list  and  brief  description  of  all  Third  Party Intellectual Property Rights used in connection  with the Fallout  Intellectual Property as of the Closing Date, and identifies any licenses or other agreements relating thereto, true,  correct and complete copies of which licenses or other agreements are annexed to PART 3.7 OF THE DISCLOSURE  SCHEDULE. The Seller has not breached any of the licenses or other agreements governing such Third Party Intellectual Property  Rights,  and, to the  knowledge of the Seller,  no other party to those  agreements  has  breached  those  agreements. No Third  Party Intellectual Property  of any  kind  or  nature  is as of the  Closing  Date or historically  has  been  used by the  Seller  in  connection  with  the  Fallout Intellectual Property. No part of the Purchased Intellectual Property has been placed in (or is otherwise subject to) any escrow  arrangement  of any kind for the benefit of any third party.

3.8 NO RESTRICTIONS. Other than under the Exclusive Licensing Agreement and the Encumbrances identified in PART 2.7(A) OF THE DISCLOSURE SCHEDULE,  the Purchased Intellectual Property is free of any and all royalty and other payment obligations and  other  Claims  or  Encumbrances   and,  without  limiting  the generality of the foregoing, is not subject to any  limitations or restrictions on Seller's use. There is no Legal Proceeding, order, agreement or other similar arrangement that prohibits or restricts the Seller (x) from using the Purchased Intellectual Property  or  developing,  licensing,  transferring  or  otherwise exploiting any Software,  properties,  or other assets  relating to the Fallout Intellectual Property anywhere in the world or (y) from any use of the Purchased Intellectual Property anywhere in the world (except that this representation is made only to the Seller's  knowledge  with  respect to Third Party  Intellectual Property Rights). No Person has any rights in the Fallout Intellectual Property or in any of the other Purchased  Intellectual  Property  that could  cause any reversion or renewal of rights in favor of that  Person or  termination  of the Seller's or,  following  the  Closing,  the  Purchaser's  rights in the Fallout Intellectual Property or in any of the other Purchased Intellectual Property.

3.9 EFFECT OF CLOSING. Upon and after the Closing, the Purchaser will be the sole owner of, and will have valid and marketable title to, the Purchased Intellectual Property, and will have the full right to use, license and transfer the Purchased  Intellectual  Property  in the same manner and on the same terms that the Seller had immediately prior to the Closing. The Seller is not legally bound by any agreements or obligations under which the occurrence of the Closing would (i) obligate the Seller or the  Purchaser  to license or otherwise  grant rights to any other Person in any Fallout  Intellectual  Property (in any case, whether owned or used by the Seller or Purchaser),  (ii) entitle any Person to a release  of any  source  code  escrow,  (iii)  result  in  any  Claim  or  other Encumbrance on the Purchased Intellectual Property, (iv) give rise to any right of any third party to terminate,  or impair in any material  manner,  any Third Party Intellectual  Property  Rights  included  in the  Purchased  Intellectual Property or otherwise contravene or conflict with Purchaser's right to enjoy the benefit of the Third  Party  Intellectual  Property  Rights,  or (v)  otherwise increase any burdens or decrease any rights relating to the Fallout Intellectual Property or any of the other Purchased  Intellectual  Property in any  material manner.

3.10 PERFECTION  OF  OWNERSHIP  RIGHTS. With respect to the  Fallout Intellectual Property:

(a) ASSIGNMENTS. PART 3.10  OF  THE  DISCLOSURE   SCHEDULE separately lists all other  written  assignments,  if any,  Seller has obtained to establish  the  Seller's  ownership  rights in the Fallout Intellectual Property.

(b) EFFECT OF  ASSIGNMENTS. In each case in which the Seller has acquired ownership of any material Intellectual  Property from any Person, other than a license of the Third Party Intellectual  Property Rights, the Seller has  obtained  a valid and  enforceable  assignment sufficient to  irrevocably  transfer  the  applicable  rights  in that Intellectual Property  to the  Seller. If the Seller has so acquired Registered Intellectual  Property,  the Seller has,  when  required by         applicable  law,  duly  recorded  each of  these  assignments  with the appropriate governmental  agency, and listed these assignments in PART 3.10(B) OF THE DISCLOSURE SCHEDULE.

7 

3.11 REGISTERED  INTELLECTUAL  PROPERTY. PART 3.11 OF THE DISCLOSURE SCHEDULE separately  lists (x) all Registered  Intellectual  Property  included within the Purchased Intellectual  Property,  as well as (y) certain additional Fallout Intellectual Property.

(a) FEES  AND  APPLICATIONS. All necessary   registration, maintenance, renewal, and annuity fees and taxes due as of the Closing Date, have been paid, and all necessary  documents have been filed, in         connection  with the Registered  Intellectual  Property. In connection with the Registered Intellectual  Property,  all  registrations are in         force and all  applications  for the same are pending in good standing, and no actions for reissuance, reexamination or opposition are pending or threatened  with  respect  to any issued  registrations  or pending applications.

(b) LIST  OF  MAINTENANCE   ACTIONS. PART 3.11(B)  OF  THE DISCLOSURE SCHEDULE  accurately and completely lists all actions that, as of the Closing Date, must be taken within ninety (90) days after the date of this Agreement relating to the payment of any fees or taxes or         the filing of any  documents  necessary  or  appropriate  to  maintain, perfect or renew any Registered Intellectual Property with an official office (e.g., patent or trademark office).

3.12 VALIDITY. All registered copyrights, trademarks, and service marks (and all applications related to any of the foregoing)  included in the Fallout Intellectual Property are subsisting  and valid under  applicable law for those respective categories  of  Intellectual   Property. There are  no  facts  or circumstances  that would  render  any of the  Purchased  Intellectual  Property invalid or  unenforceable,   except  that  with  respect  to  the  Third  Party Intellectual Property,  this  representation  is  made  only  to  the  Seller's knowledge.

3.13 OUTBOUND LICENSES AND RIGHTS. PART 3.13 OF THE DISCLOSURE SCHEDULE lists all agreements,  if any, under which the Seller has licensed or otherwise granted rights in any of the Purchased Intellectual Property to any Person. PART 3.13 OF THE DISCLOSURE  SCHEDULE  also lists  separately  any of the  following related to the Fallout Intellectual Property:  (i) any exclusive rights granted to any third Person;  (ii) any source  code escrow or other form of delivery or disclosure of any source code to or for the benefit of any Person;  or (iii) any other agreements to which Seller is a party that give other Persons the right to use, market  or  otherwise   exploit  or  commercialize   any  of  the  Fallout Intellectual Property or related products or services.

3.14 INDEMNITY  AGREEMENTS. The Seller has not agreed to  indemnify, defend or otherwise  hold  harmless  any other  Person with  respect to Damages resulting or arising from any of the Purchased  Intellectual  Property,  except under those agreements  summarized or described in PART 3.14 OF THE  DISCLOSURE SCHEDULE.

3.15 NO VIOLATION  OF THE  SELLER'S  RIGHTS. To the knowledge of the Seller, no  Person  has  infringed  or  misappropriated   any  of  the  Fallout Intellectual Property,   except  for  fan  websites,   blogs  and  other  sites referencing nominally  one of the FALLOUT  games without the consent of Seller. Immediately after the  Closing  (subject  to making any  filings  necessary  to perfect  rights),  the  Purchaser  will have sole  rights to bring  actions  for infringement or  misappropriation  of the Fallout  Intellectual  Property. The Seller has not commenced or threatened  any Legal  Proceeding,  or asserted any allegation or claim, against any Person for infringement or misappropriation of the Purchased  Intellectual  Property or breach of any  agreement  involving the Purchased Intellectual  Property,  except  as  indicated  in  PART  3.15 OF THE DISCLOSURE SCHEDULE.

3.16 NO VIOLATION OF THIRD PARTY RIGHTS. The Seller's creation,  use, sale, license, or other transfer of the Purchased Intellectual Property does not infringe or misappropriate any other Person's Intellectual Property and, to the Seller's knowledge,  after  the  Closing,  Purchaser's  use  of  the  Purchased Intellectual Property (including, without limitation, the development, license, transfer,  or other  exploitation of any Software,  properties,  or other assets relating to the Fallout  Intellectual  Property  anywhere in the world) will not infringement or misappropriate any other Person's  Intellectual  Property. The Seller has not received  notice (in  writing or  otherwise)  of any  pending or threatened  Legal  Proceeding  or any written  allegation  or claim in which any Person alleges that the Seller, any of the Purchased Intellectual  Property, or any use, sale, license, transfer, development, or other exploitation thereof has violated any Person's Intellectual  Property rights and, to Seller's knowledge, no basis for any such actual or threatened Legal Proceeding, claim or allegation exists. There are no pending or threatened disputes between the Seller and

8 

any other Person relating to the Purchased Intellectual Property.

3.17 PROPRIETARY INFORMATION AND CONFIDENTIALITY. The Seller has taken commercially reasonable and appropriate steps to protect and preserve its trade secrets and all other confidential  information  included in or relevant to the Purchased Intellectual Property. To the Seller's knowledge, none of its (or any Affiliate's) current or former employees, consultants,  independent contractors, or other agents have any rights in or to the Fallout Intellectual Property.

3.18 NO SPECIAL ADVERSE CIRCUMSTANCES. None of the Fallout Intellectual Property was developed using any government or university funding or facilities, nor was it obtained from a governmental entity or university. The Seller is not a member of, and is not  obligated  to license  or  disclose  any  Intellectual Property to, any official or de facto standards setting or similar organization or to any organization's members. None of the Fallout Intellectual Property (or any of the other Purchased  Intellectual  Property  embedded or contained in or linking to any of the Fallout Intellectual Property includes any Software of the type commonly referred to as "open source software,"  "freeware" or "shareware," or that is subject to any form of "GNU,"  "Mozilla," or other public  license or open source license, rights or other obligations.

3.19 NO BROKERS OR FINDERS. No person, firm or corporation has or will have as a result of any action of Seller or Seller's officers, employees, agents or representatives, any right, interest or valid claim for any commission,  fee or other compensation  as a finder or  broker,  or for  acting  in any  similar capacity in connection with this Agreement or any of the transactions  provided for herein or in any of the Ancillary Agreements.

3.20 ACCURACY  OF  MATERIAL  FACTS. No representation,  warranty  or covenant  of  Seller  contained  in this  Agreement  or in any of the  Ancillary Agreements, or  the  attached  exhibits,   annexes,  or  schedules  or  in  any certificate furnished or to be furnished to Purchaser pursuant to this Agreement or any of the Ancillary  Agreements  or in  connection  with  the  transactions contemplated hereby  or  thereby,  when  read  together,  contains  any  untrue statement of a material fact or omits to state any material  fact  necessary in order to make the statements contained herein and therein, taken as a whole, not misleading in light of the circumstances under which such statements were made.

3.21 INTENT. The transactions provided for herein are being undertaken in good faith and are not being undertaken with any intent to hinder, delay, defraud, or mislead any past, present, or future creditors of the Seller. The Purchase Price for the Acquired Assets represents fair value and was negotiated at arms' length between the Seller and Purchaser.

3.22 RELIANCE. The foregoing representations and warranties are made by the Seller with the knowledge  and  expectation  that  Purchaser is  materially relying thereon  in  connection  with  the  transactions  provided  for in this Agreement, including, without limitation, the purchase of the Acquired Assets.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to the Seller that, on and as of the Effective Date and as of the Closing,  the  statements  contained in section 3.23 of this ARTICLE III are true and correct in all respects.

3.23 AUTHORITY; NO VIOLATION; BINDING OBLIGATION.

(a) All corporate actions necessary to authorize the execution and delivery  by  Purchaser  of  this   Agreement  and  the  Ancillary Agreements and  the  performance  of  its  obligations  hereunder  and thereunder have been duly taken.

(b) The execution, delivery, and performance of this Agreement and the  Ancillary  Agreements  and  the  performance  of  Purchaser's         covenants and agreements  herein and therein  contained do not and will not conflict  with  or  violate  any  provision  of  the  articles  of         incorporation, bylaws, or other governing documents of the Purchaser as         in effect immediately prior to the Closing.

(c) This Agreement and each of the Ancillary  Agreements  are legal, valid and binding obligations of Purchaser.

9 

ARTICLE IV                         INDEMNIFICATION AND SURVIVAL

4.1 SURVIVAL  OF   OBLIGATIONS. All  representations,   warranties, covenants, and obligations of the Parties contained in this Agreement or in any of the Ancillary  Agreements  shall,  except as otherwise  expressly  set forth elsewhere in this Agreement or in any of the  Ancillary  Agreements,  remain in full force and effect following the Closing Date.

4.2 INDEMNIFICATION.

(a) The Seller agrees to indemnify,  defend and hold harmless the Purchaser and all of the Purchaser's Affiliates, and each of their respective parents, stockholders, members, directors, officers, agents and employees (collectively,  the "INDEMNITEES")  from and against any action brought  against  any of the  Indemnitees  with  respect to any claim, demand,  cause of  action,  Liability,  Claim  or  Encumbrance, including,   without    limitation,    reasonable    attorneys'   fees (collectively, "LOSSES"), to the extent (x) such Losses are based upon, connected with,  or arise  out of (x) any  actual or  alleged  breach, violation, or  contravention  of,  or  inaccuracy  in, in each case as         applicable, any of the Seller's representations, warranties, covenants, agreements, or  undertakings  in or under this  Agreement,  any of the Ancillary Agreements, or any certificate, exhibit, annex, or schedule; or (y) any Excluded Liabilities.

(b) With respect to the Seller's indemnification  obligations hereunder, each  party  agrees  to:  (i) give the other  party  prompt written notice of any claim, action,  suit or proceeding for which the first party is seeking indemnity;  and (ii) reasonably  cooperate with the other party with respect to the defense of the action. A party may participate, at its own cost,  in the defense and  settlement  of such action through counsel of its choice. In no event may the Seller settle any such action  in a manner  that  adversely  affects  the  rights of         Purchaser or any of the Indemnitees,  without Purchaser's express prior written consent.

(c) No Indemnitee  (other  than the  Purchaser)  may make any claim for indemnification  hereunder without the prior approval of the Purchaser, in its sole discretion. The representations,  warranties, covenants, and  obligations  of the  Seller on the one  hand,  and the rights and remedies (including the  indemnification and other remedies         described  in this  ARTICLE  IV) of, or that may be  exercised  by, any Indemnitee on the other hand, will not be limited or otherwise affected by or  as  a  result  of,  any   information   furnished  to,  or  any investigation  made  by  or  knowledge  of,  such  Indemnitee  or  any Indemnitee's representatives or agents. The indemnification  remedies (and all other remedies available to Purchaser and the  Indemnitees at         law or in equity) contained in this Agreement shall be non-exclusive.

(d) In addition  to any  rights  of  offset  or  setoff  that Purchaser may have at common  law or  otherwise,  any  indemnification obligations  hereunder  of  the  Seller  to  Purchaser  or  any  other Indemnitee may,  in the sole  discretion  of  Purchaser,  be offset or         setoff by Purchaser  against (x) any other amount otherwise  payable to         the Seller or any of the Seller's  Affiliates  by Purchaser  under this Agreement, any Ancillary Agreement, or any other agreement between the Seller and Purchaser or (y) any other monetary obligation of Purchaser to the Seller or any of the Seller's Affiliates.

ARTICLE V                                   COVENANTS

5.1 FURTHER  ASSURANCES. In addition  to  the  Seller's  obligations elsewhere  herein,   following  the  Closing,   the  Seller,   without  further consideration of any kind,  shall execute and deliver,  or cause to be executed and delivered,  such other  instruments,  and take, or cause to be taken,  such other action, as shall reasonably be requested by Purchaser or its Affiliates to effectively carry  out  the  other  terms  and  provisions  of  this  Agreement benefiting the Purchaser including,  without  limitation,  all  instruments and actions necessary to remove, satisfy, discharge and release any Encumbrances or challenges  relating to the Acquired Assets as required in this Agreement and to ensure that Purchaser has clear title to and  unencumbered  ownership of all the Acquired Assets. Seller shall use its best  efforts to assist  Purchaser  and Purchaser's Affiliates  in  effecting  a smooth  transition  in  ownership  and operation of the Acquired Assets after the Closing Date, without any obligation by Seller to make  payments  to any party in  connection  with  providing  such assistance.

10 

5.2 TRANSITIONAL  MAINTENANCE  OF ASSETS. To provide an  appropriate transition period for Purchaser to assume responsibility for maintenance of the Purchased Intellectual  Property,  Seller  represents  and  warrants  that  all official office actions (E.G.,  copyright,  patent,  or trademark  offices) due (without payment of extension fees) within 30 days of the Closing Date, of which Seller is aware, including,  without  limitation,  paying  maintenance  fees or annuities and  responding to office  actions and other  correspondence  from any applicable official office (E.G., copyright, patent, or trademark offices), have been completed and filed (including  payment of all applicable  fees) as of the Closing Date.

5.3 REGISTERED INTELLECTUAL PROPERTY. Seller will provide to Purchaser within a reasonable  time  following a request  therefor  (but in any event not later  than 30 days  following  the  Closing  Date,  unless  otherwise  agreed), Seller's complete files (in any format or media now existing) for the Registered Intellectual Property  and any other  relevant  documents,  if any, in Seller's possession  that  relate  to  obtaining  or  maintaining  any of  the  Purchased Intellectual Property.

5.4 ASSIGNMENT OF RIGHTS UNDER EMPLOYEE AGREEMENTS. In order to protect Purchaser's interest in the Acquired  Assets and under this  Agreement  and the Ancillary Agreements, Seller hereby (x) sells, assigns, transfers and conveys to Purchaser all rights of Seller  under and to  enforce  the terms of any and all third party  confidentiality   undertakings  and  any  and  all  IP  assignment obligations, solely as they relate to or are connected with the Acquired Assets or the Purchased Intellectual  Property,  and (y) agrees to assist Purchaser in any reasonable efforts to enforce such agreements, obligations, arrangements.

5.5 TRANSFER TAXES. All excise, sales, value added, use, registration, stamp, documentary,  transfer  and  similar  Taxes,  levies,  charges  and fees (including all real estate  transfer  Taxes)  incurred in connection  with this Agreement and the  transactions  contemplated  hereby  shall be paid  solely by Seller. Seller shall  also be  solely  responsible  for the  filing of any Tax returns with respect to such  transfer and similar  Taxes,  and promptly  shall provide written  evidence of such  payments  and copies of all such  filings to Purchaser.

5.6 HOLD HARMLESS. Seller covenants and agrees that it will (and that it will  cause the other  members  of the  Seller  Group  to)  promptly  pay and discharge, as they become due and payable,  and promptly  perform in accordance with their respective terms, all and each of the Excluded Liabilities, it being expressly understood  and agreed that  Purchaser is assuming no  liabilities or obligations  of Seller or other  members  of the  Seller  Group  other  than the Assumed Liabilities  identified  herein and in the Instrument of Assignment and Assumption.

5.7 CONFIRMING  EFFECTIVE  DELIVERY  OF  THE  PURCHASED   INTELLECTUAL PROPERTY. Without limitation  to the Seller's  obligations  under SECTION 5.1, promptly after being requested to do so by the Purchaser  either in preparation for the Closing (in which case the Purchaser agrees to hold items  delivered by the Seller  solely for  delivery  pursuant  to the Closing or return them to the Seller if the Closing does not occur) or after the Closing,  or both, the Seller will:

(a) TITLE. Sign and deliver and have notarized all documents and instruments, and take all other actions required by this Agreement, for the purpose of (i) correcting or confirming title to the Purchased Intellectual Property  prior to the Closing in the name of the Seller, and/or (ii)   enabling   the   Purchaser  to  file   applications   or         registrations  on and after the Closing in the name of the Purchaser or         Affiliates of the Purchaser with any  governmental  agency  relating to         the Purchased Intellectual Property;

(b) INTERIM FEES AND FILINGS. For period of 30 days after the Closing Date,  take all actions,  if any,  requested by the  Purchaser without being  liable for the payment of any fees to any  governmental agency, filing or maintenance of  applications  or  registrations,  or         other  actions  before  or  with  any  governmental  agency  concerning Registered  Intellectual  Property  or  other  Purchased  Intellectual Property for any actions that are within the scope of SECTION 5.1.

5.8 CONFIDENTIALITY. The Seller  will  keep  confidential  and  not, directly or  indirectly,  disclose to anyone or use or  misappropriate  for the Seller's own benefit or for the benefit or any other person, (a) all

11 

trade secrets and other non-public information or documents  included within or relating  to  the  Purchased  Intellectual  Property,  and  (b)  any  non-public information about the  Purchaser  that the  Seller or its  representatives  may obtain or may have obtained in the course of the transactions  contemplated  by this  Agreement. The Seller agrees not to make any such information  public or otherwise  act or omit to act in a manner that would  reasonably  be expected to impair in any  material  respect the intended  benefits of this  covenant to the Purchaser. This covenant is in addition to, and does not limit,  the rights of the Purchaser as the purchaser and owner of the Purchased  Intellectual Property as of the Closing Date. Notwithstanding the foregoing,  this SECTION 5.8 shall not restrict Seller from maintaining any records or making any disclosures that may be required  and  mandated by  applicable  law or  governmental  authority, provided, however,  that prior to making any such disclosures,  the Seller will provide reasonable  advance  notice to Purchaser  so as to permit  Purchaser to review the  proposed  form and  contents of such  disclosure  and, to the extent deemed appropriate  by  Purchaser,  to allow  Purchaser to seek an  appropriate protective order to  prevent  or limit  such  disclosure. Notwithstanding the foregoing, this Agreement may be described in or filed with any required federal securities filings of Seller.

5.9 PROHIBITION ON FUTURE FILINGS AND REGISTRATIONS. Nothing contained in this Agreement  shall be construed as providing the Seller with any retained right, title, or other interest of any kind in or to any of the Acquired Assets. Seller recognizes and acknowledges that the Purchased Intellectual Property and all rights therein and all goodwill pertaining  thereto solely and  exclusively belong to Purchaser effective  automatically upon the Closing and that all uses of the Purchased Intellectual Property shall inure to the benefit of Purchaser. In addition to its obligations  under and of the Ancillary  Agreements or under any other agreements, Seller agrees (x) not to directly or indirectly attack or impair the title of Purchaser to the any of the Purchased Intellectual Property, the validity  of  this  Agreement,  or any of  Purchaser's  current  or  future registrations or  applications  relating to any of the  Purchased  Intellectual Property (or any derivates thereof) in any jurisdiction; and (y) not to file any state, federal,  or foreign  applications  to register (1) any of the Purchased Intellectual Property  constituting  trademarks,  trade names,  service  marks, copyrights, or the like,  in whole or in part, or (2) any  confusingly  similar trademarks, trade  names,  service  marks,  copyrights,  or  the  like,  in any jurisdiction.

5.10 MERCHANDISING  RIGHTS. From and after  the  Closing,  Purchaser authorizes Seller  to  exclusively  manufacture,  have  manufactured,  sell and distribute the pre-existing Fallout interactive  entertainment  software games, "FALLOUT",  "FALLOUT  2",  "FALLOUT   TACTICS",   and  "BROTHERHOOD  OF  STEEL" ("PRE-EXISTING FALLOUT GAMES"),  and Purchaser shall have no financial interest in the sales of such Pre-existing Fallout Games by or on behalf of Seller. All packaging, advertising and promotional materials used by or on behalf of Seller in connection with the Pre-existing  Fallout Games shall be submitted by Seller to Purchaser for Purchaser's written approval prior to its use, and Seller shall not use or authorize the use of any such packaging,  advertising or promotional material unless Purchaser has approved in writing in advance such material, such approval not to be unreasonably withheld,  it being  understood and agreed that all packaging,  advertising  and  promotional  materials  for the  Pre-Existing Fallout Games shall not use, refer to, trade upon, reflect the look and feel of or otherwise  exploit any of the Fallout  games or products,  including  but not limited to their packaging, advertising and promotional materials, developed by or for the Purchaser or its licensees.

5.11 MOTION TO DISMISS  BANKRUPTCY  CASE. The Seller  shall file the motion to dismiss the Bankruptcy Case referenced in section 2.7 on or before May 1, 2007.

5.12 PART 3.13 DISCLOSURE SCHEDULE. If Purchaser is not satisfied with the disclosures  made in Part 3.13 of the  Disclosure  Schedule  by the Closing Date, Purchaser  shall be  entitled  to void  this  Agreement  and shall not be required to proceed with the Closing.

12 

ARTICLE VI                              GENERAL PROVISIONS

6.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The obligations of Purchaser to  consummate  the Closing are subject to the  following  express conditions precedent  (all or any of which may be waived in whole or in part by Purchaser  in its sole  discretion),  having  been  fulfilled  on or before  the Closing Date:

(a) REPRESENTATIONS  AND WARRANTIES. The representations and warranties of Seller contained herein shall be true and correct in all respects on and as of the Closing Date.

(b) PERFORMANCE; DELIVERIES. Seller shall have performed and observed in all respects all  covenants,  obligations  and  conditions herein required to be  performed  or observed by Seller on or prior to         the Closing  Date;  and Seller shall have  delivered  to Purchaser  all deliveries described, set forth or provided for SECTION 2.5.

(c) ABSENCE OF MATERIAL CHANGES. There shall not have been any material adverse change affecting Seller or its business or any of the Acquired Assets.

(d) NO LITIGATION. No Legal  Proceeding  or  Claim or other proceeding or investigation, whether administrative or judicial, shall be threatened  or pending  against  Seller or Purchaser  that,  in the reasonable opinion of Purchaser or its counsel,  presents a reasonable possibility that the transactions contemplated by this Agreement could be enjoined or prevented,  or that the right of  Purchaser to acquire, retain or use all of the  Acquired  Assets,  if and  when the same are acquired, without additional costs would be adversely affected

6.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER. The obligations of the Seller to consummate the Closing  hereunder are subject to the following express condition  precedent  (all or any of which may be waived in whole or in part by the Seller in its sole  discretion),  having been fulfilled on or before the Closing Date: Purchaser  shall have  performed and observed in all material respects all  covenants,  obligations  and  conditions  herein  required  to be performed or observed by Seller on or prior to the Closing  Date;  and Purchaser shall have  delivered  to Seller  all  deliveries  provided  for  SECTION  2.6, PROVIDED, HOWEVER,  that the Purchase Price shall be  deliverable  upon and not prior to the Closing.

ARTICLE VII GENERAL PROVISIONS

7.1 SURVIVAL  OF   OBLIGATIONS. All  representations,   warranties, covenants, and obligations of the Parties contained in this Agreement or in any of the Ancillary  Agreements  shall,  except as otherwise  expressly  set forth elsewhere in this  Agreement,  remain in full  force and  effect for five years following the Closing Date.

7.2 GOVERNING  LAW;  JURISDICTION;  VENUE. This Agreement  shall  be governed by and construed in accordance with the  substantive  laws of the State of Delaware, USA,  without regard to principles of conflict of laws. Each party agrees that  sole and  exclusive  jurisdiction  and  venue  for any  action  or litigation  arising from or relating to this  Agreement  shall be an appropriate federal or state court located in the State of Maryland. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to any dispute arising out of this Agreement.

7.3 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  intended to be bound thereby.

7.4 ENTIRE AGREEMENT. This Agreement (including the exhibits, annexes, and  schedules  hereto and other  documents  referred  to herein as having  been delivered or furnished by either party to the other  hereunder)  constitutes the entire Agreement and supersedes all prior agreements and  understandings,  oral and written,  between the parties  hereto  with  respect to the subject  matter hereof.

13 

7.5 ASSIGNMENT;  NO THIRD PARTY  BENEFICIARIES. Purchaser may freely assign any of its rights or delegate or novate any of its obligations under this Agreement to any Affiliate or to any third party  without the prior  consent of Seller. Seller may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Purchaser. Nothing in this Agreement, expressed or implied, is intended or will be construed to confer upon any Person other than the  Parties  and their  respective  successors  and assigns permitted  by this  SECTION 7.5 any right,  remedy or claim under or by reason of this Agreement.

7.6 SPECIFIC  PERFORMANCE;   INJUNCTIVE  RELIEF. The parties  hereto expressly acknowledge and agree that the Acquired Assets are special and unique and that a breach of any of the terms or provisions of this Agreement in respect to the sale and purchase  thereof will result in  irreparable  injury for which there is no adequate remedy at law,  and  therefore,  notwithstanding  anything herein or otherwise to the contrary,  Purchaser  shall be entitled to equitable relief and specific performance  to compel  compliance  hereunder,  without the requirement for posting any bond or security.

7.7 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR COUNTERCLAIM  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS CONTEMPLATED HEREBY.

7.8 NOTICES. All notices and other communications required or permitted to be given under this Agreement shall be in writing and delivered by overnight courier or by confirmed  facsimile  during the  regular  business  hours of the recipient to the addresses or facsimile numbers set forth below or to such other addresses specified by the applicable party:

If to Purchaser:          Vlatko Andonov, President Bethesda Softworks LLC 1370 Piccard Drive, Suite 120 Rockville, MD 20850 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 Fax: (301) 990-7025

If to the Seller:         Herve Caen, Chief Executive Officer Interplay Entertainment Corp.                                   100 North Crescent Drive, Suite 324 Beverly Hills, CA 90210 Fax: (310) 432-1959

7.9 EXPENSES. Except where otherwise  expressly  provided for in this Agreement, each Party hereto shall pay its own costs and  expenses,  including, without limitation,  the fees and  expenses  of its  respective  attorneys  and accountants, in connection with this Agreement and the transactions contemplated herein, whether or not the Closing takes place.

7.10 WAIVER. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties  entitled to the benefit  thereof. Any such waiver  will be  validly  and  sufficiently authorized for the  purposes  of this  Agreement  if,  as to any  Party,  it is authorized in writing by an authorized representative of such Party. The failure of any Party hereto to enforce at any time any provision of this Agreement will not be construed to be a waiver of such provision, nor in any way to affect the validity of this  Agreement  or any  part  hereof  or the  right  of any  Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement  will be held to  constitute a waiver of any other or subsequent breach.

14 

7.11 ENTIRE AGREEMENT. The parties have read this Agreement, together with the Ancillary Agreements and all exhibits,  annexes,  and schedules hereto (collectively, the  "TRANSACTION  AGREEMENTS"),  and  further  agree  that they collectively constitute  the  complete  and  entire  agreement  of the  Parties relating to the sale,  assignment,  transfer,  conveyance  and  delivery of the Acquired Assets  (including,  without  limitation,  the Purchased  Intellectual Property) from the Seller to Purchaser, and supersede all and merge all previous communications, agreements,  understandings or letters of intent (in each case, oral or  written)  between  or among any of the  Parties  hereto  regarding  the subject  matter   hereof. No  representations,    warranties,    statements, understandings, agreements,  or  commitments of any kind made by any Party that are not expressly stated herein (or in any other Transaction  Agreements) shall be binding on such Party.

7.12 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.

7.13 CONSTRUCTION; INTERPRETATION.

(a) HEADINGS. Titles, captions, and other headings to sections in this Agreement have been inserted for convenience of reference only and are  not  intended  to be a part  of or to  affect  in any way the meaning, construction, or interpretation of this Agreement.

(b) EXHIBITS; ANNEXES; SCHEDULES. This Agreement is deemed to        include all of the  exhibits,  annexes,  and  schedules  hereto,  which expressly are made a part hereof and  incorporated  herein and will be         construed  with and as an integral  part of this  Agreement to the same extent as if they were set forth verbatim herein. Except as otherwise indicated, all references in this Agreement to "Sections," "Schedules," "Annexes," and "Exhibits" are intended to refer to Sections, Schedules, Annexes, and Exhibits to this Agreement.

(c) GENDER AND  NUMBER. For the purpose of this  Agreement, whenever the context requires or permits:  the  singular  number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders;  and the neuter gender shall include the masculine and feminine genders. As used in the Agreement,  the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by        the words "without limitation."

(d) MUTUAL DRAFTING. The Parties hereto agree that any rule of        construction to the effect that  ambiguities are to be resolved against the drafting  party  shall  not  be  applied  in the  construction  or         interpretation  of this  Agreement,  it being  agreed  that all Parties participated jointly and equally in the drafting hereof.

7.14 COUNTERPARTS. This Agreement  may be  executed  in one or  more counterparts, including facsimile counterparts, each of which will be considered an original instrument,  but all of which will be  considered  one and the same agreement, and will  become  binding  when one or more  counterparts  have been signed by each of the Parties hereto and delivered to each of the Parties.

* * * * *

15 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this ASSET PURCHASE  AGREEMENT with legal and binding effect as of the date and year first above written.

PURCHASER:       BETHESDA SOFTWORKS LLC

By: /s/ Vlatko Andonov Printed Name: Vlatko Andonov Title: President

SELLER:          INTERPLAY ENTERTAINMENT CORP.

By: /s/ Herve Caen Printed Name: Herve Caen Title: Chief Executive Officer

16 

EXHIBIT A

CERTAIN DEFINED TERMS

An "AFFILIATE"  of any  Person  means any  other  Person  directly  or indirectly  controlling,  controlled by or under common  control with such first Person within the meaning of the  Securities  Exchange Act of 1934, as amended. "AFFILIATE" means

"CLAIM" means  any  claim,  security  interest,   encumbrance,   lien, mortgage, indenture,  security agreement, pledge, charge, escrow, option, right of first refusal, judgment, order or other Liability or restriction of any kind (whether arising by contract or by operation of law).

"COMMERCIALLY AVAILABLE  TECHNOLOGY"  means third party  technologies, products and  services  that  are  commercially  available,  including  without limitation, software that is subject to "shrinkwrap", "clickwrap", "open source" or other standard or mass market license agreements.

"DAMAGES" means any loss, damage, injury,  Liability,  claim,  demand, settlement, judgment,  award,  fine,  penalty,  tax,  fee  (including,  without limitation, fees and expenses of attorneys, accountants,  financial advisors and other  experts  and other  expenses of  litigation),  charge,  costs  (including reasonable costs of investigation) or expenses of any nature.

"DOCUMENTATION" means,  as  applicable,  product,  technical,  repair, marketing and user documentation  and any succeeding  changes thereto as of the Closing Date, including, without limitation, all specifications as set forth in Seller's product manuals; installation,  maintenance,  operating and customer or end-user manuals, instructions and diagnostics; system administrative materials, configuration guides, marketing and sales brochures and literature, and product guides and any similar or related documentation. When used to in connection with the term Software the term "Documentation" means, as applicable, programming and user documentation, maintenance and test specification, system descriptions and other similar documentation  relating to the creation,  use or operation of the Software.

"ENCUMBRANCE" means any lien (including, without limitation,  any tax, mechanic's,  warehouseman's,  laborer's, or landlord's liens), mortgage,  claim, pledge, charge, security interest,  equitable interest,  right of use, right of co-existence,  encumbrance, defects, claims, or conditions to or restrictions on use, transfer or assignment, or any other restrictions of any kind.

"ENFORCEMENT RIGHTS" means any and all claims,  demands,  rights,  and causes of action for  infringement,  misappropriation,  or misuse of any of the Purchased Intellectual  Property,  past, present and future, and any and all of the proceeds  and rights to proceeds  from the  foregoing,  in each case whether existing,  accrued,  or  unpaid  or  whether  hereafter  arising,  coming  into existence, or accruing.

"FALLOUT INTELLECTUAL PROPERTY" means any and all Intellectual Property in or relating  or  connected  in any way with (and to all future uses of every kind) the brand and  interactive  entertainment  software game property known as "FALLOUT". Without limiting the generality of the foregoing,  the term Fallout Intellectual Property includes, without limitation, the "FALLOUT" trademark for all classes  and uses  worldwide,  any and all rights to any and all  "FALLOUT" video games, all  "FALLOUT"-related  characters,  and all uses of all "FALLOUT" connected or related trademarks  and brand  (subject  only to licensing  rights granted under the License Back Agreement),  and including,  without  limitation, the rights to all add-ons, expansion packs and  combinations  of same,  however packaged or sold, hint books and strategy guides, and any prequels, sequels, or derivative  products  of any of the  foregoing,  and any and all  rights  to the "FALLOUT" brand,   including,   without   limitation,   to  merchandising   and sublicensing rights.

"INTELLECTUAL PROPERTY"  means all of the  following  anywhere  in the world and all legal rights, title,  or interest in the following  arising under the laws of the United States,  (including  any state),  and any other  country (including any subdivision thereof), or international treaty regime, whether or not filed, perfected,  registered or recorded and whether now or later existing, filed, issued or acquired, including all renewals:

17 <PAGE>

(i) all patents and  applications  for patents of all classes and types  and  all  related  reissues,   reexaminations,   divisions, renewals, extensions, provisionals, continuations and continuations in         part;

(ii) all copyrights,  copyright  registrations  and copyright applications, copyrightable works, and all other corresponding rights;

(iii) all  trade  dress  and  trade  names,  logos,  Internet addresses and domain names, trademarks  and service marks  (including,         without  limitation,  any common law or prior use rights that may exist         with respect related to any of the foregoing) and related registrations and  applications,   including   any   intent  to  use   applications, supplemental registrations  and any renewals or extensions,  all other indicia of  commercial  source  or  origin,  and all  goodwill  of the Seller's business associated with any of the foregoing;

(iv) all inventions (whether patentable or not and whether or         not reduced to practice),  invention disclosures,  invention notebooks, file histories, know how,  technology,  technical data, trade secrets, confidential  business   information,   manufacturing  and  production processes and  techniques,   research  and  development   information, financial, marketing and business data,  pricing and cost information, business and marketing plans, and customer, distributor,  reseller and supplier lists and  information,  correspondence,  records,  and other documentation, and other proprietary information of every kind;

(vii) all Software;

(viii) all databases and data  collections  and all rights in         the same;

(ix) all rights  of  paternity,  integrity,  disclosure,  and withdrawal, and any other  rights  that may be known or referred to as         "moral rights," in any of the foregoing;

(x) any rights analogous to those set forth in the  preceding clauses and  any  other  proprietary  rights  relating  to  intangible property;

(xi) all tangible embodiments of any of the foregoing, in any form and in any media,  in the  possession  of the  Seller  (or  other         Persons engaged or retained by the Seller);

(xii)  all   versions,   releases,   upgrades,   derivatives, enhancements and improvements of any of the foregoing; and

(xiii) all statutory, contractual and other claims,  demands, and causes of action for royalties,  fees,  or other income  from,  or         infringement,  misappropriation  or violation of, any of the foregoing, and all of the proceeds from the foregoing that are accrued and unpaid as of, and/or accruing after, the date of this Agreement.

."LEGAL PROCEEDING" means any action,  suit,  litigation,  arbitration proceeding (including any civil,  criminal,  administrative,  investigative  or appellate proceeding),  hearing,  inquiry,  audit,  examination or investigation threatened, commenced,  brought,  conducted or heard by or before, or otherwise involving any  court  or  other  governmental   agency  or  any  arbitrator  or arbitration panel.

"LIABILITY" means any liability, loss, debt, or obligation of any kind (whether known or unknown, whether asserted or unasserted,  whether absolute or contingent,  whether accrued or unaccrued,  whether  liquidated or unliquidated, and whether due or to become due).

"PERSON" means  any  individual,  corporation,   partnership,  limited liability company,  trust, other form of business or investment entity, and any foreign, federal, state or local government or governmental agency of any kind.

"PURCHASED INTELLECTUAL PROPERTY" means, collectively:  (x) all of the Fallout Intellectual  Property  owned by,  created by, or licensed by or to the Seller, as  existing  as of the  Closing  Date,  and (y) all of the Third Party Intellectual Property Rights.

18 <PAGE>

"REGISTERED INTELLECTUAL PROPERTY" means Fallout Intellectual Property that is the subject of an application,  certificate,  filing,  registration  or other  document  issued by,  filed  with,  or recorded  by any  governmental  or quasi-governmental  agency or non-governmental  registrar (whether  provisional, supplemental, or otherwise), anywhere in the world as of the Closing Date.

"SOFTWARE" means  computer  software  programs and  software  systems, including, without limitation, SOFTWARE compilations,  software implementations of algorithms,   software  tool  sets,  firmware,   development  tools,  files, compilers, and software  models and  methodologies  regardless  of the stage of development  and all media on which any of the  foregoing  is  recorded  and all media on which any of the foregoing are recorded and all related programming and user documentation,  including,  without  limitation,  all  records,  technical drawings, and data relating to the foregoing, and in each and every case whether in source code,  object  or  executable  code or human  readable  form,  or any translation or modification thereof that  substantially  preserves its original identity. As used herein,  the term  Software  does not  include  Commercially Available Technology.

"TAX" means any net income, alternative  or add-on  minimum tax, gross income, gross receipts, sales, use, ad valorem, value-added, franchise, capital, paid-up capital, profits, greenmail, license, withholding, payroll, employment, excise, severance,  stamp,  occupation,  premium,  property,  environmental  or windfall profit tax, custom,  duty or other tax,  governmental fee or other like assessment or  charge  of any  kind or  nature  whatsoever,  together  with any interest or any penalty, addition to tax or  additional  amount  imposed by any governmental authority (domestic or foreign)  responsible for the imposition of any such tax.

"THIRD PARTY INTELLECTUAL PROPERTY RIGHTS" means Intellectual Property owned by any third party and licensed to Seller or any of its Affiliates  as of the  Closing  Date  for  use  in  connection  with  Fallout,  including  without limitation Commercially  Available  Technology and the third party Intellectual Property listed in the  Disclosure  Schedule. With respect to any Third Party Intellectual Property  Rights,  use of the term  "purchase"  or  "sale" in this Agreement shall mean the purchase or sale of Seller's interest  (E.G.,  through transfer, assignment of a license, etc.) by Purchaser.

19