Letter Of Employment

INFOGRAMES, INC.
417 Fifth Avenue
New York, New York 10016








As of April 23, 2002



Mr. David Perry



Dear David:




You and Infogrames, Inc. ("Employer"), hereby agree as follows:




1. Employment - Effective as of the date on which Employer confirms to you in writing that it has consummated the acquisition of all of the stock of Shiny Entertainment, Inc. pursuant to the Stock Purchase Agreement dated April 23, 2002, among you, Employer and the other parties named therein (the "Closing Date"), Employer employs you to render your exclusive services as President of Shiny Entertainment, and you agree to perform such services for and at the direction of Employer on the terms and conditions hereinafter set forth. During the Term, as hereinafter defined, you shall report functionally to the Senior Executive Vice President of Employer, currently Harry Rubin, and operationally to the Senior Vice President, Development, of Employer, currently Dave Gatchel, or to such other individual as either aforementioned executive shall designate, so long as such other individual(s) shall hold a position of equal or superior status to yours. Your duties will include: managing the Shiny Entertainment development studio (the "Studio"); overseeing the development of product produced by the Studio; from time to time, as requested by Employer, rendering your technical and production expertise to other studios within the Infogrames family of labels; and performing such other services as are reasonably requested from time to time by Employer. You shall perform the duties assigned to you hereunder in an efficient and competent manner and devote your full time, skill and best efforts to the business and affairs of Employer and its affiliated companies and subsidiaries.




2. Term - The term of this agreement (the "Term") shall commence on the Closing Date and continue for a period (the "Initial Period") ending on the date that is the later of: (i) three years from the Closing Date; (ii) six months from the initial commercial release date of the video game based on the motion picture project currently entitled The Matrix Revolutions (the "Matrix III Game"); and (iii) the earlier of (x) the date on which Employer's publishing division makes an official corporate decision to permanently abandon development ("Abandonment") of the Matrix III Game, and (y) the date on which Employer's license to develop and exploit the Matrix III Game is terminated. After the Initial Period, your employment shall continue on an atwill basis unless and until either party terminates it on one month's prior written notice.
3. Compensation -




(a) For all your services, Employer shall pay to you a base salary of $200,000 per annum, payable in equal installments on Employer's regular paydays during the Term. You will be eligible for annual review of your base salary on the same basis as other similarly-situated executives of Employer.




(b) (i) (A) In addition, with respect to the video game (the "Matrix II Game") based on the motion picture project currently entitled The Matrix Reloaded, Employer will pay to you a bonus of $500,000 within five business days following the release to manufacture of the Matrix II Game on the last of the four of the PS2, Xbox, GameCube and PC SKUs, excluding any such SKU that Employer has determined not to release (the "Release").




(B) In addition, with respect to the Matrix II Game, Employer shall establish a bonus pool (the "Matrix II Bonus Pool") for then-current employees of the Studio (including yourself) and/or other employees of Employer, into which it will deposit $1,000,000 if the Release occurs on or prior to April 23, 2003 (or, but only if the theatrical release of the The Matrix Reloaded is after May 26, 2003, the Release occurs not later than five weeks prior to such post-May 26, 2003 theatrical release). Within 10 business days after the Release, you will provide Employer with a written allocation (the "Allocation") of the applicable Matrix II Bonus Pool, and Employer will make direct payments to the individuals named in such allocation of the designated amounts together with the next regular payroll (subject to any appropriate deductions for taxes and other usual charges).




(C) Notwithstanding the generality of the foregoing, you hereby understand and agree that if, prior to the Release, either you terminate your employment with Employer, or you are terminated by Employer pursuant to either paragraph 12(a)(ii) or (iii), Employer will have no obligation to pay to you the bonus described in subparagraph 3(b)(i)(A) above or to establish the Matrix II Bonus Pool and/or to make any payments therefrom under this paragraph 3(b)(i); except that if (1) the Term has ended as a result of your death and prior thereto you left written instructions with Employer designating the Allocation of the Matrix II Bonus Pool, and (2) the Release nonetheless occurs as provided in subparagraph 3(b)(i)(B) above following your death, Employer will make direct payments to the individuals named in the Allocation (excluding yourself) of the designated amounts as provided above.




(C) You may not make any commitments on behalf of Employer with respect to bonuses, royalties or other financial remuneration to any employee inconsistent with the above terms.




(ii) With respect to fiscal year 2004 and each year of the Term thereafter, you will be included in Employer's Annual Incentive Plan and be eligible for certain bonus payments thereunder, the timing and amounts of which will be determined in the sole discretion of Employer in accordance with the Plan, on the same basis as other similarly-situated executives of Employer.




(iii) It is expressly understood and agreed that except as set forth in this paragraph 3(b), Employer shall have no obligation to make any payments to you in the form of royalties or bonuses.




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(c) Employer will reimburse you in accordance with its policies for reasonable and appropriate entertainment and traveling or other expenses incurred by you during your employment by Employer upon presentation of expense statements or vouchers, and other supporting information and documentation, as Employer may from time to time require. Without limiting the generality of the foregoing, your travel and entertainment reimbursement for business purposes shall be in accordance with Employer's normal policies applicable to Employer's similarly situated executives.




(d) Employer may make appropriate deductions from its payments hereunder of all applicable taxes and other usual charges (including Social Security) for which you are responsible in respect of employment-related salary or benefits.




4. Options - On the Closing Date, Employer will grant to you, pursuant and subject to the terms and conditions of Employer's 2000 Stock Incentive Plan (as may be modified from time to time during the Term, the "Plan"), options to purchase 30,000 shares of common stock of Employer at fair market value as of the Closing Date.




5. Benefits - During the Term, and subject to the terms and provisions of such plans, you shall be entitled to participate in present or future employee benefit plans on the same basis as other similarly situated executives of Employer, including life insurance and health insurance, subject to Employer's right to modify or terminate such plans or benefits at any time. You shall be entitled to 20 business days of annual vacation, which will accrue in accordance with Employer's policies applicable to Employer's similarly situated executives.




6. Key Man Insurance - Employer has the right to take out and maintain during the Term a "Key Man" insurance policy on you, under which Employer will pay all costs and receive all benefits. You agree to cooperate and take all reasonably requested actions in order to assist Employer in obtaining such an insurance policy, including any physical examination required.




7. Name, Likeness and Biographical Information - During the Term Employer may reasonably utilize your name, likeness and biographical information (collectively, "Your Information") in furtherance of its business, and in press releases, corporate communications and good will advertising. Employer will endeavor to consult with you prior to such use and shall use reasonable efforts to accommodate your comments; it being understood that inadvertent or immaterial failure to so consult with you shall not be deemed to constitute a breach of this paragraph and/or the agreement, and that prior consultation with you will not be required for Employer to use Your Information in connection with any documents or filings required as a matter of law. After the Term, Employer may reasonably utilize Your Information, but solely as a matter of historical reference.




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