1st Amend To Computer Game License Agmt

EXHIBIT 10.46


FIRST AMENDMENT TO COMPUTER GAME LICENSE AGREEMENT
BETWEEN TSR, INC. AND INTERPLAY PRODUCTIONS, INC.
DATED AUGUST 8, 1994


TSR, Inc. and Interplay Productions, Inc. hereby agree to amend the Schedules annexed to the License Agreement dated August 8, 1994 in certain respects. Henceforth the Schedules are as follows:


DATED: August 8, 1994


TSR, INC. COMPUTER GAME LICENSE AGREEMENT
SCHEDULES ANNEXED TO THE FOLLOWING AGREEMENT


These Schedules are incorporated into and made a part of the Computer Game License Agreement of the same date between TSR, Inc. and the Licensee identified below:


LICENSEE:


Interplay Productions, Inc. 17922 Fitch Avenue Irvine, CA 92714


SCHEDULE A: LICENSED PROPERTY:


An exclusive license to use the "PLANESCAPE" and "FORGOTTEN REALMS" trademarks and all copyrighted materials, including but not limited to, characters, locations and monsters, that are unique to TSR's "PLANESCAPE" and "FORGOTTEN REALMS" fantasy worlds.


A non-exclusive license to use, solely in connection with LICENSED PRODUCTS bearing the "PLANESCAPE" or "FORGOTTEN REALMS" trademarks, the trademarks and copyrighted materials associated with, but not unique to, the "PLANESCAPE" and "FORGOTTEN REALMS" fantasy worlds, including without limitation, the "ADVANCED DUNGEONS & DRAGONS," "AD&D," "TSR," and "TSR Logo" trademarks.


An exclusive sublicense to use any computer code for the presently existing NEVERWINTER NIGHTS game the copyright for which is owned by Strategic Simulations, Inc. only for so long as the existing NEVERWINTER NIGHTS game continues to be made available on the America Online network and only for the purpose of continuing the existing NEVERWINTER NIGHTS game. This license specifically excludes any other use of said computer code and in particular any use of the computer code in any modifications of or sequels to the existing NEVERWINTER NIGHTS game. This license also specifically excludes any computer code owned by any other party, including without limitation America Online, Inc.


* Portions omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


SCHEDULE B: LICENSED PRODUCTS:


Computer and video fantasy role-playing games for all personal computer and video game platforms known or unknown, including without limitation, coin- operated, cable, on-line, satellite and other electronic transmission systems.


Cluebooks and "900" telephone numbers containing ...