Management And Services Agreement

SERVICES AGREEMENT


SERVICES AGREEMENT dated as of March 31, 2006 between Infogrames Entertainment SA, at 1 Place Verrazzano, 69252 Lyon cedex 09, France acting on behalf of itself and of its affiliates listed on the signature page hereto (together "IESA") and Atari, Inc. ("ATARI"), at 417 Fifth Avenue, New York, NY 10016 (this "Agreement").


WITNESSETH:


WHEREAS, IESA and Atari are affiliated entities that are active in the field of digital entertainment and interactive games.


WHEREAS, Atari has agreed to provide services to IESA and certain of its subsidiaries in North America (as set forth on the signature page hereto), including accounting, financial, legal and human resources services.


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


ARTICLE I


SERVICES TO BE PROVIDED


1.01. Performance of SERVICES.


(a) Subject to the terms and conditions set forth herein and on Schedule I hereto, as may be amended from time to time ("Schedule I"), Atari or its affiliates, as applicable, shall provide IESA with the services set forth on Schedule I (the "SERVICES"). The SERVICES shall consist of the categories of services listed on Schedule I and with respect to Humongous, Inc., shall not commence pursuant to the terms hereof until June 1, 2006. Atari or IESA may at any time amend Schedule I with the prior written consent of the other party. The SERVICES will be provided to IESA to the extent that the conduct of its business during the Term undergoes no significant change that would materially expand Atari's obligations hereunder as they exist at the beginning of the Term.


(b) Except as specifically provided in Schedule I, Atari or its subsidiaries, as applicable, shall provide each of the SERVICES listed in Schedule I for a term commencing on the date hereof and ending on March 31, 2011, unless earlier terminated by IESA and/or Atari in accordance with Section 2.01 hereof (collectively, the "SERVICES Period" or "Term.")


(c) Atari or its subsidiaries, as applicable, shall provide the SERVICES promptly with that degree of skill, attention and care that Atari exercises and has heretofore exercised with respect to furnishing comparable services to itself and its affiliates.


(d) Representatives of Atari and IESA, or IESA's designee, shall meet, at least, on a semi-annual basis to review the performance of the SERVICES.


(e) Unless otherwise specified in Schedule I, all employees and representatives of Atari or its subsidiaries (other than Bruno Bonnell), as applicable, providing the SERVICES hereunder to IESA during the Term (collectively, the "SERVICES Employees") shall be deemed for all purposes (including compensation and employee benefits) to be employees or representatives solely of Atari and not to be employees or representatives of IESA or to be independent contractors thereof. In performing their respective duties hereunder, all such employees and representatives of Atari shall be under the direction, control and supervision of Atari and Atari shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives, subject to compliance with the terms and provisions contained in this Agreement including, without limitation, the provision of the SERVICES.


1.02. Billing and Payment for the SERVICES.


(a) Annual fees for the SERVICES shall be US $3,000,000 as set forth on Schedule I (the "Annual Fees") or as otherwise agreed upon by Atari and IESA. The Parties agree that the effective date of this Agreement shall be July 1, 2005. The parties shall review in good faith the services provided and the Annual Fees on an annual basis and shall use commercially reasonable efforts to agree to any change in such services and/or fees by no later than the last day of the fiscal year during which such review takes place.


(b) Atari shall, on a quarterly basis, submit to IESA its billing invoice in US Dollars (the "SERVICES Invoice") setting out detailed itemized costs in connection with each category of SERVICES. Additional itemization and further explanation and substantiation of charges shall be supplied to IESA upon request. Payment by IESA in respect of any such invoice shall be made within 30 days after the date of IESA's receipt of the SERVICES Invoice.


(c) Atari acknowledges that IESA currently provides, and is expected to provide management and services to Atari upon the terms and conditions set forth in the management and services agreement of even date hereof (the "Management and Services Agreement"). IESA and Atari expressly agree that each party and its respective affiliates shall have t ...