AMONG

Exhibit 2.1
EXECUTION VERSION

STOCK PURCHASE AGREEMENT

AMONG

GLOBAL INTERACTIVE GAMING LTD.

MULTISPORT GAMES DEVELOPMENT INC.

XXXXX X. XXXXXXX

ISW ACQUISITION CO., LLC

AND

INTERACTIVE SYSTEMS WORLDWIDE INC.
(with respect only to certain Sections)

Dated as of JULY 30, 2002

STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 30, 2002,
among Global Interactive Gaming Ltd., a corporation organized under the laws of
England ("GIG"), MultiSport Games Development Inc., a Delaware corporation
("MultiGames"), Xxxxx X. Xxxxxxx, a citizen and resident of England ("Xxxxxxx,"
together with MultiGames are collectively referred to as "Sellers" and each is
individually referred to as a "Seller"), and ISW Acquisition Co., LLC, a
Delaware limited liability company ("Buyer").

W I T N E S S E T H:

WHEREAS, Sellers are the direct owners of a total of 58,900 shares of
GIG representing 37.044% of the issued share capital of GIG (the "Shares");

WHEREAS, upon the terms and conditions herein set forth, Buyer desires
to purchase from Sellers, and Sellers desire to sell to Buyer, the Shares;

WHEREAS, simultaneous with the purchase of the Shares, Buyer is
purchasing 100,100 shares of GIG from PiV, representing 62.956% of the issued
share capital of GIG;

WHEREAS, simultaneous with the purchase of the Shares, GIG, PiV and
KirchSport are entering into certain agreements.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants, conditions and promises hereinafter set forth, the parties hereby
agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.1. Definitions

For purposes of this Agreement, the following terms have the meanings
set forth below:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such other Person. For the purposes of this definition, "control" (including,
with correlative meaning, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.

"Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the Securities and Exchange Commission ("SEC") thereunder.

"Agreement" has the meaning set forth in the preamble.

"Benefit Plans" has the meaning set forth in Section 4.15(a).

"Brightform" means Brightform Ltd., a corporation organized under the
laws of England and Wales that is a wholly-owned subsidiary of GIG.

"Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banks in New York City, NY or London, England are authorized
or required to close.

"Buyer" has the meaning set forth in the preamble.

"Closing" has the meaning set forth in Section 3.1.

"Closing Date" has the meaning set forth in Section 3.1.

"Common Stock" has the meaning set forth in Section 4.4.

"Consents" means all consents and approvals of Governmental Bodies or
other third parties necessary to authorize, approve or permit the parties to
consummate the Transaction and for GIG or Brightform to hold and use the License
after the Closing Date.

"Consultants" has the meaning set forth in Section 4.15(a).

"Damages" has the meaning set forth in Section 13.1.

"Directors" has the meaning set forth in Section 4.15(a)

"Disclosure Schedule" means the Disclosure Schedules of GIG, Xxxxxxx,
MultiGames, or Buyer as the case may be, delivered pursuant to this Agreement
and with respect to GIG, for the avoidance of doubt includes the Due Diligence
Material and all information and documents available from a search of the public
files maintained by the Registrar of Companies in England and Wales in respect
of GIG and Brightform, up to and including two Business Days prior to execution
of this Agreement, but excluding all financial statements for years ending prior
to December 31, 2001.

"Due Diligence Material" means all material, documents and disclosures
made to Buyer or ISW as more particularly described on Exhibit D.

"Employees" has the meaning set forth in Section 4.15(a).

"Encumbrances" means any mortgage, lien, pledge, charge, security
interest, encumbrances, equities or claims of any kind.

"Escrow Account" means the account set up pursuant to the Escrow
Agreement.

"Escrow Agent" means Citibank, N.A.

"Escrow Agreement" means the Escrow Agreement, dated as of March 17,
2000, as heretofore amended, by and among ISW, GIG, GIG, LLC and Citibank, N.A.

"Escrow Funds" means the aggregate amount of principal and accrued
interest in the Escrow Account.

"Fort Xxxx Escrow Agreement" means the Software Escrow Agreement dated
as of March 17, 2000 by and among ISW, GIG, GIG, LLC and Fort Xxxx Escrow
Services, Inc.

"GAAP" means generally accepted accounting principles in the United
States, consistently applied.

"GAAP-UK means generally accepted accounting principles in the United
Kingdom consistently applied.

"GIG" (formerly known as Global Interactive Gaming AG) has the meaning
set forth in the preamble.

"GIG, LLC" means Global Interactive Gaming LLC, a Delaware limited
liability company (formerly known as Global Interactive Gaming, Inc.).

"Governmental Body" means any domestic or foreign national, state,
multi-state or municipal or other local government, any subdivision, agency,
commission or authority thereof, any court, or any quasi-governmental or private
body exercising any regulatory or taxing authority thereunder.

"Indemnifying Party" has the meaning set forth in Section 13.3.

"Indemnitee" has the meaning set forth in Section 13.3.

"Interim 2002 Financial Statements" has the meaning set forth in
Section 4.8(c).

"IP Escrow Agent" means Fort Xxxx Escrow Services Inc. or its
successor.

"Intellectual Property" has the meaning set forth in Section 4.23.

"ISW Acquisition Co., LLC" has the meaning set forth in the preamble.

"ISW" means Interactive Systems Worldwide Inc., a Delaware corporation.

"ISW Stock" means ISW Common Stock, par value $.001 per share.

"KirchSport" means KirchSport Limited, a corporation organized under
the laws of England.

"KirchSport Agreement" means the Agreement by and between GIG and
KirchSport dated as of the date hereof, relating to, among other things, certain
rental obligations.

"Knowledge" or "knowledge" means when used with respect to any party,
the knowledge, information or belief that the party has or should reasonably
have after making full inquiry into the relevant subject matter.

"Last Accounts" has the meaning set forth in Section 4.8(a).

"Laws" means statutes, laws, regulations and rules of any Governmental
Body.

"Leased Property" has the meaning set forth in Section 4.10.

"Leases" has the meaning set forth in Section 4.10.

"License" means a license, permit, certificate of authority, waiver,
approval, certificate of public convenience and necessity, registration or other
authorization consent or clearance to transact an activity or business or to use
an asset or process, in each case issued or granted by a Governmental Body.

"License Agreement(s)" means each of the two agreements dated March 17,
2000, by and between GIG and ISW, and by and between GIG, LLC and ISW.

"Litigation" means a suit, legal action or arbitration.

"Material Adverse Effect" means a material adverse effect on the
business, assets, results of operations or financial condition of GIG and the
Subsidiaries taken as a whole.

"Nondisclosure Agreement" means that certain Nondisclosure Agreement
between GIG, GIG, LLC and ISW dated April 9, 2002.

"Xxxxxxx Agreement" means the agreement in the form of Exhibit E
hereto.

"Person" means an individual, corporation, partnership, trust,
unincorporated organization or other entity, or a Governmental Body.

"PiV" means Prisma iVentures Ltd., a corporation organized under the
laws of England.

"PiV Agreement" means the agreement dated the date hereof by and
between Buyer and PiV relating, among other things, to the sale of the shares of
GIG owned by PiV.

"PiV Shares" means the 100,100 ordinary shares of issued capital of GIG
owned of record by PiV representing 62.956% of the issued share capital of GIG,
such share capital being split into 89,100 fully paid up ordinary shares and
11,000 partly paid up shares.

"Preferred Stock" means the Series A Preferred Stock of ISW with the
terms more particularly described on Exhibit A hereto.

"Purchase Price" has the meaning set forth in Section 2.2.

"Related Agreements" means the PiV Agreement and the KirchSport
Agreement.

"Returns" means any return, report, estimate, declaration, information
return and statement of any nature with respect to Taxes, any declaration of
estimated Tax or any Tax reports.

"Sellers" means MultiGames and Xxxxxxx.

"Shares" has the meaning set forth in the preamble.

"Significant Contract" has the meaning set forth in Section 4.14.

"Xxxxxxx" means Xxxxx X. Xxxxxxx, a citizen of England.

"Subsidiaries" means GIG, LLC and Brightform Ltd.

"Tax" or "Taxes" means any United Kingdom or United States or other
foreign federal, state or local income, business, occupation, environmental,
gross receipts, ad valorem, alternative or add-on minimum tax profits,
severance, franchise, license, transfer, sales, use, value added, payroll,
employment, withholding, pension plan, property (real or personal), production,
excise or similar taxes (including interest, penalties or additions to such
taxes and any interest in respect of such penalties or additions).

"Third Party Claims" has the meaning set forth in Section 13.3.

"Transaction" means the transaction contemplated by this Agreement and
the Related Agreements.

"Warrant" means the Warrant dated March 17, 2000 to purchase a total of
426,087 shares of ISW Common Stock, par value $.001 per share, at an exercise
price of $4.38 per share.

"Zwaard Agreement" means the agreements in the form of Exhibit F
hereto.

Section 1.2. Other Definitional Provisions

(a) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

(c) Unless otherwise specified, the word "including" (whether or not
accompanied by the phrase "without limitation") means "including without
limitation."

ARTICLE 2
PURCHASE AND SALE

Section 2.1. Purchase and Sale

Subject to the terms and conditions of this Agreement, each of the
Sellers agrees to sell, transfer, and deliver to Buyer as beneficial owner and
with full title guarantee, and Buyer agrees to purchase and accept from each of
the Sellers, at the Closing, good, valid and marketable title to the Shares
owned by such Seller, free and clear of any Encumbrances, for the consideration
specified in Section 2.2.

Section 2.2. Purchase Price

Subject to the terms and conditions of this Agreement, in consideration
of the sale of the Shares, Buyer shall pay and deliver at Closing as the full
purchase price for the Shares, 60,000 shares of Preferred Stock (the "Purchase
Price") containing the designations and preferences set forth in Exhibit A
hereto.

ARTICLE 3
CLOSING

Section 3.1. Closing

The closing of the Transaction (the "Closing") will take place at the
offices of Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, XX
00000 at 10:00 a.m. (local time) on the third Business Day immediately following
the satisfaction or waiver of the conditions precedent in Articles 10 and 11, or
at such other time and place as Buyer and Sellers shall agree in writing (the
"Closing Date").

Section 3.2. Delivery and Payment

At the Closing, (i) each Seller shall deliver to Buyer the stock
certificates representing the Shares owned by such Seller set forth opposite its
name on Schedule 3.2 hereto, with duly executed stock transfer forms in blank;
(ii) ISW, GIG and GIG, LLC shall deliver instructions to the Escrow Agent in the
form of Exhibit B to release the Escrow Funds by wire transfer of immediately
available funds to the bank accounts designated by ISW in such letter of
instructions and to terminate the Escrow Account and Escrow Agreement; (iii)
Buyer shall deliver to MultiGames a stock certificate evidencing 60,000 shares
of Preferred Stock and (iv) ISW, GIG and GIG, LLC shall deliver instructions to
the IP Escrow Agent in the form of Exhibit C to release the intellectual
property held by the IP Escrow Agent to ISW and terminate the Fort Xxxx Escrow
Agreement. Each Seller covenants and agrees to pay its respective share of the
cost of the stock transfer tax stamps to Buyer promptly upon receipt of notice
from the Buyer setting forth the amount thereof, which amount shall be
determined by UK Inland Revenue Stamp Duty Office.

Section 3.3. Other Deliveries by Sellers

In addition to the items required by Section 3.2, at the Closing,
Sellers shall deliver, or cause GIG to deliver, to Buyer the following in form
and substance satisfactory to Buyer:

(a) Certificates as to the good standing of GIG, GIG, LLC and
Brightform in their respective jurisdictions or states of organization;

(b) The resignations of all directors from the Boards of Directors and
company secretaries of GIG, GIG, LLC and Brightform and the resignation of all
managing members and officers of GIG, LLC;

(d) Certificates of the Secretary of MultiGames as to (i) the
resolutions of MultiGames with respect to the Agreement and the Transaction and
(ii) the incumbency of the officers of MultiGames executing the Agreement;

(e) A list of all bank accounts of GIG, GIG, LLC and Brightform and the
authorized signatories thereto;

(f) All minute books, stock transfer records, and corporate seals of
GIG, GIG, LLC and Brightform and any predecessor entities including but not
limited to Global Interactive Gaming Inc. and Global Interactive Gaming AG which
are complete, accurate and up to date;

(g) preemption waivers and tag-along waivers by all shareholders of
GIG;

(h) resignation of auditors of GIG;

(i) powers of attorney of each Seller in favor of the Buyer empowering
the Buyer to exercise each Seller's rights as a shareholder of GIG pending the
stamping and registration of the transfer referred to in Section 3.2;

(j) agreement terminating any shareholders' agreements among the
Sellers and all other shareholders of GIG, GIG, LLC or Brightform;

(k) the Zwaard Agreement;

(l) the Xxxxxxx Agreement;

(m) any other instruments and documents explicitly required by this
Agreement to be delivered by the Sellers or GIG at the Closing;

(n) the Last Accounts described in Section 4.8(a), audited by the firm
of XX Xxxxxx; and

(o) any other instruments and documents reasonably requested by Buyer.

Section 3.4. Other Deliveries by Buyer

In addition to the items required by Section 3.2, at the Closing, Buyer
shall deliver to Sellers the following:

(a) Certificate as to the good standing of Buyer in its state of
organization;

(b) The officer's certificate of Buyer referred to in Section 10.3;

(c) Certificates of the Secretary of Buyer as to (i) the resolutions of
Buyer with respect to the Agreement and the Transaction and (ii) the incumbency
of the officers of Buyer executing the Agreement and the Related Agreements to
which it is a party; and

(d) Any other instruments and documents explicitly required by this
Agreement to be delivered by Buyer at the Closing.

Section 3.5. Other Deliveries

In addition to the items required by Sections 3.2 through 3.4:

(a) GIG shall deliver to ISW, the Warrant;

(b) ISW shall issue and deliver to Xxxxxxx a warrant to purchase 42,609
shares of ISW Stock, which warrant shall be in substantially the same form as
the Warrant, representing the Warrants assigned to Xxxxxxx;

(c) ISW shall issue and deliver to MultiGames a warrant to purchase
115,043 shares of ISW Stock, which warrant shall be in substantially the same
form as the Warrant, representing the Warrant assigned to MultiGames;

(d) ISW shall reissue to GIG the Warrant to purchase the remainder of
the shares of ISW Stock after taking into account the portion of the Warrant
delivered to Xxxxxxx and MultiGames; and

(e) Buyer shall deliver, or it shall cause ISW to deliver, the
deliveries required pursuant to the Xxxxxxx and Zwaard Agreements.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF GIG

Except as set forth in the Disclosure Schedule, including without
limitation the Due Diligence material listed on Exhibit D, GIG represents and
warrants to Buyer that as of the date hereof and with respect to Sections 4.1,
4.2, 4.3, 4.4, 4.5, 4.6(a), 4.6(b), 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15,
4.16, 4.17, 4.19, 4.21, 4.22 and 4.23 as of the Closing Date.

Section 4.1. Organization; Authority

GIG is a corporation duly organized, validly existing and in good
standing under the laws of England, with the corporate power and authority to
enter into this Agreement and the Related Agreements to which it is a party, own
or lease the properties and assets it now owns or holds under lease and to
perform its obligations hereunder and thereunder and to carry on its business as
presently conducted in the United Kingdom. Except as set forth on the Disclosure
Schedule, GIG is duly qualified to do business and is in good standing in all
jurisdictions where the nature of the properties owned or leased by it or the
activities conducted by it make such qualification necessary, except where the
failure to be so qualified and in good standing would not have a Material
Adverse Effect. The copies of the Memorandum and Articles of Association of GIG
heretofore delivered to Buyer are complete and correct copies of such
instruments as presently in effect. All minute books of GIG are up to date, have
been maintained, accurately kept and completed and that no material inaccuracies
or discrepancies are contained or reflected in them and have been made available
to the Buyer.

Section 4.2. Authorization; No Breach

The execution, delivery and performance of this Agreement and the
Related Agreements to which it is a party, and the consummation of the
Transaction by GIG has been duly authorized by all required corporate action on
the part of GIG. This Agreement has been duly executed and delivered by GIG and
upon execution and delivery, such Agreement constitutes a valid and binding
obligation of GIG, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws of general applicability relating to or affecting creditors'
rights and to general equitable principles. The execution and delivery by GIG of
this Agreement and the Related Agreements to which it is a party and the
consummation of the Transaction by GIG will not (a) violate any provision of any
applicable law, rule or regulation, (b) violate any order, judgment or decree
applicable to any GIG or any of the Subsidiaries, (c) conflict with, or result
in a breach of or default under any term or condition of the Certificate of
Incorporation or By-laws of GIG or any of the Subsidiaries, or (d) violate,
conflict with, result in a breach of any provision of, or constitute a default
(or an event that, with notice or lapse of time or both, would constitute a
default) under, any agreement to which GIG or any of the Subsidiaries is bound
or result in the termination or in a right of termination or cancellation of, or
accelerate the performance required by, any note, bond, mortgage, indenture,
deed of trust, lease, contract or agreement to which GIG or any of the
Subsidiaries' properties may be bound or to which it is a party or result in the
creation of any Encumbrance upon any of the properties of GIG or any of the
Subsidiaries.

Section 4.3. Organization of Subsidiaries

Except as set forth on the Disclosure Schedule, each of the
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, with the
corporate power and authority to own or lease the properties and assets it now
owns or holds under lease and to carry on its business as currently conducted.
The copies of the Memorandum and Articles of Association of Brightform and the
Certificate of Incorporation and Certificate of Formation of GIG, LLC heretofore
delivered to Buyer are complete and correct copies of such instruments as
presently in effect. All minute books of each of the Subsidiaries have been made
available to the Buyer.

Section 4.4. Capitalization

(a) The authorized capital of GIG consists of 2,000,000 authorized
shares of common stock, par value 10 xxxxx per share ("Common Stock"), 159,000
shares of which are issued and outstanding. 89,100 of the Shares and the PiV
Shares have been duly authorized and validly issued and are fully paid and
nonassessable and 11,000 of the Shares issued to PiV are 80.86% paid up. GIG has
no other equity securities of any kind authorized or outstanding, no outstanding
securities convertible into or exchangeable for or carrying the right to acquire
any equity security of GIG and no outstanding options, warrants or other
agreements or commitments under which GIG is obligated to issue any additional
equity securities of GIG. There are no agreements pursuant to the terms of which
GIG may repurchase or redeem any shares of Common Stock.

(b) Other than as set forth on the Disclosure Schedule, the authorized
capital stock, as well as the number of shares issued and outstanding of each of
the Subsidiaries is set forth on the Disclosure Schedule. All of the issued and
outstanding shares of the Subsidiaries have been duly authorized and validly
issued and are fully paid and nonassessable. No such Subsidiary has any other
equity securities of any kind authorized or outstanding, no outstanding
securities convertible into or exchangeable for or carrying the right to acquire
any equity security of any such Subsidiary and no outstanding options, warrants
or other agreements or commitments under which any such Subsidiary is obligated
to issue any additional equity securities of any such subsidiary. No holder of
any such shares has any preemptive rights or contractual rights of first
refusal. There are no agreements pursuant to the terms of which any such
Subsidiary may repurchase or redeem any shares of such capital stock.

Section 4.5. Share Ownership

Each of Xxxxxxx, MultiGames and PiV is the record owner of the Shares
and/or PiV Shares set forth opposite its name on the Disclosure Schedule. GIG is
the record and beneficial owner of good, valid and marketable title to all of
the issued and outstanding shares of capital stock of each of the Subsidiaries,
free and clear of any Encumbrances.

Section 4.6. Governmental Consents

(a) Except as set forth on the Disclosure Schedule, no consent,
license, approval, application, waiver, expiration of waiting period or
authorization of, or registration or declaration with, any UK Governmental Body
is required to be obtained or made by GIG or any of the Subsidiaries in
connection with the execution, delivery and performance of this Agreement.

(b) GIG and the Subsidiaries are the valid holders of all Licenses that
are necessary for GIG and/or the Subsidiaries to conduct its business in the
manner in which it is currently being conducted. The Disclosure Schedule sets
forth an accurate and complete list of all such Licenses and copies of such
Licenses have been made available to Buyer. All Licenses listed on the
Disclosure Schedule are in full force and effect. GIG, GIG, LLC and Brightform
are in compliance in all material respects with all terms and conditions of, and
all of their respective obligations under the Licenses, and the laws, rules and
regulations applicable to their businesses. There is no pending, nor to the
Knowledge of GIG or the Sellers any threatened proceeding, investigation, third
party petition, or complaint that questions or contests the validity of, or
seeks the revocation, cancellation, rescission, modification, nonrenewal or
suspension of, any License, or that seeks the imposition of any condition,
administrative sanction, modification or amendment with respect thereto. In the
event of any such action, or the filing or issuance of any such order, notice or
complaint, or GIG or the Sellers' learning of the threat thereof, GIG or the
Seller learning thereof shall promptly notify Buyer of same in writing and shall
take all reasonable measures, at GIG's expense, to contest in good faith or seek
removal or rescission of such action, order, notice or complaint. All material
reports, forms and statements required pursuant to any License to be filed and
all fees required to be paid with respect to GIG and the Subsidiaries since the
grant of the Licenses have been filed and are complete and accurate and paid,
respectively.

Section 4.7. Third Party Consents and Approvals

To the Knowledge of GIG, the execution, delivery and performance of
this Agreement, and the consummation of the Transaction by the Sellers, does not
require any consent or approval of any third party or a Governmental Body,
except such consents and approvals which have been obtained.

Section 4.8. Financial Matters; Accounts

(a) The "Last Accounts" (being the consolidated financial statements
for the year ended December 31, 2001) were prepared in accordance with the
historical cost convention; and the bases and policies of accounting, adopted
for the purpose of preparing them, are the same as those adopted in preparing
the audited accounts of each of GIG and its Subsidiaries in respect of the three
last preceding accounting periods.

(b) The Last Accounts:

(i) give a true and fair view of the assets and liabilities of
each of GIG and its subsidiaries at the Last Accounts Date and its
profits for the financial period ended on that date;

(ii) comply with the requirements of the Companies Acts and
other relevant statutes;

(iii) comply with the current financial reporting standards
applicable to a United Kingdom company;

(iv) are not affected by extraordinary, exceptional or
non-recurring items except as fully and fairly disclosed in the Last
Accounts;

(v) properly reflect the financial position of each of GIG and
its subsidiaries as at their date;

(vi) disclose, to the full extent required by normal
accounting standards, all the assets of each of GIG and its
subsidiaries as at their date;

(vii) fully provide or reserve for all liabilities and capital
commitments of each of GIG and its subsidiaries outstanding at the Last
Accounts Date, including contingent, unquantified or disputed
liabilities;

(viii) provide or reserve, in accordance with the principles
set out in the notes included in the Last Accounts, for all Taxation
liable to be assessed on each of GIG and its subsidiaries, or for which
it may be accountable, in respect of the period ended on the Last
Accounts Date.

(c) GIG has also delivered to the Buyer financial statements of GIG for
the three-month period ended March 31, 2002 (the "Interim 2002 Financial
Statements") and such three-month financial statements fairly present, in all
material respects, in accordance with GAAP-UK, the financial position and
results of operations of GIG on a consolidated basis as of and for the period
ended March 31, 2002, subject to normal year-end adjustments.

Section 4.9. Absence of Certain Changes

Since March 31, 2002 there have been no changes in the condition,
business, assets, liabilities or results of operations of GIG on a consolidated
basis which individually or in the aggregate have had, or would have, a Material
Adverse Effect. Since March 31, 2002, (a) the business of GIG and the
Subsidiaries has been operated in the ordinary course of business consistent
with past practice, (b) the Subsidiaries have not entered into, or agreed to
enter into, any transaction not in the ordinary course of business and (c) GIG
on a consolidated basis has not made any changes in its accounting principles or
practices.

Section 4.10. Real Property; Environmental Matters

(a) Neither GIG nor the Subsidiaries have fee ownership of any real
property. The leases (the "Leases") of all real property leased by GIG or the
Subsidiaries are all listed on the Disclosure Schedule and ("Leased Property")
are in full force and effect, other than those the loss of which would not have
a Material Adverse Effect. GIG and the Subsidiaries enjoy peaceful and
undisturbed possession under each such Lease and are not in breach or default in
any material respect under any of such Leases and no condition exists which with
notice or lapse of time or both would constitute a breach or default thereunder
and, to the Knowledge of GIG and the Sellers there is no breach or default in
any material respect by any other party to any such Lease. True and correct
copies of all such Leases and subleases have heretofore been made available to
Buyer. There are no consents required for any Lease to be in full force and
effect following the sale of the Shares and PiV Shares and consummation of the
Transaction. No condemnation, expropriation, eminent domain or similar
proceeding is pending or, to the knowledge of GIG or the Sellers, contemplated
with respect to any of such Leased Property. Neither GIG nor the Subsidiaries
has any contingent liability as former tenant or guarantor in respect of any
property lease. To the Knowledge of GIG and the Sellers there are no disputes
with or claims by any landlord or licensor of or the occupier of any other
property adjacent or near to any property occupied by GIG or any Subsidiary and
no notices or complaints have been received by any of them in relation to any
property from any other party. Neither GIG nor any Subsidiary is aware of any
actually or potentially contaminating substance in any property which they
occupy. All necessary consents have been obtained by GIG and the Subsidiaries
from landlords, licensors and public bodies for activities carried on and works
carried out at all properties which they occupy.

(b) In particular (but without limitation) GIG and the Subsidiaries
have obtained all consents required by law for activities carried out at
properties occupied by them which are actually or potentially contaminating or
otherwise deleterious to other properties or their occupants or to the
environment in general and are unaware of any current or anticipated notices,
complaints, claims or proceedings in respect of such properties relating to or
arising out of or in connection any such activities or the presence at such
properties of any substance which is so actually or potentially contaminating or
otherwise deleterious.

Section 4.11. Compliance with Law

(a) GIG and the Subsidiaries have been and are presently in compliance
with all Laws and each of GIG and the Subsidiaries has conducted and is
conducting its business in accordance with all applicable laws and regulations,
whether of the United Kingdom or elsewhere except for such noncompliance with
any of the foregoing as would not individually or in the aggregate have a
Material Adverse Effect.

(b) None of GIG or the Subsidiaries and none of their respective
officers, agents or employees (during the course of their duties in relation to
it), has committed, or omitted to do, an act or thing, the commission or
omission of which is, or could be, in contravention of an act, order, regulation
or the like (whether of the United Kingdom or elsewhere) giving rise to a fine,
penalty, default proceeding or other liability on its part.

(c) None of GIG, GIG LLC and Brightform carry on (or has, at any time
when not an authorized person under the Financial Services and Markets Xxx 0000,
carried on) investment business in the United Kingdom within the meaning of that
Act.

(d) Each of GIG, GIG LLC and Brightform has complied with all relevant
requirements of the Data Protection Xxx 0000 and the Data Protection Directive
(95/46/EC).

(e) None of GIG, GIG LLC and Brightform have received a notice or
allegation from either the data protection registrar or a data subject alleging
non-compliance with the data protection principles or prohibiting the transfer
of data to a place outside the United Kingdom.

(f) No individual has claimed, or to the Knowledge of GIG and the
Sellers will have the right to claim, compensation from GIG or any of its
Subsidiaries under the Data Protection Xxx 0000 for loss, or unauthorized
disclosure, of data.

Section 4.12. Tax Matters

(a) Except as would not have a Material Adverse Effect, (i) all Returns
that are required to be filed by or with respect to GIG through the date hereof
have been duly filed and when filed were accurate in all material respects; (ii)
all Taxes shown to be due on the Returns referred to in clause (i) have been or
will be paid in full or are accrued on the most recent balance sheet of GIG
delivered to Buyer under this Agreement; (iii) no issues that have been raised
in written form by the relevant taxing authority in connection with the
examination of any of the Returns referred to in clause (i) are currently
pending; (iv) no waivers of statutes of limitation have been given by or
requested with respect to any Taxes of GIG; and (v) there are no Encumbrances
with respect to Taxes, other than Encumbrances for Taxes not yet due and
payable.

(b) No Tax (other than stamp duty) is required to be withheld pursuant
to the laws of England as a result of the transfer of Shares contemplated by
this Agreement.

Section 4.13. Litigation

(a) There is no Litigation pending or, to the knowledge of GIG or the
Sellers, threatened against GIG or the Subsidiaries which would impair the
ability of the Sellers, GIG or the Subsidiaries to consummate the Transaction or
to conduct the business of GIG or the Subsidiaries as presently conducted or
contemplated to be conducted within the United Kingdom.

(b) There is no Litigation pending or, to the knowledge of the GIG or
the Sellers, threatened against the Subsidiaries which Litigation, if adversely
determined, would have a Material Adverse Effect.

Section 4.14. Contracts

As of the date hereof, the Disclosure Schedule sets forth all
commitments or agreements to be performed by GIG or the Subsidiaries after the
Closing Date pursuant to which any of the Subsidiaries is obligated to expend or
has any right to receive more than (pound)35,000 in any calendar year without
penalty (collectively, the "Significant Contracts"). GIG and each of the
Subsidiaries has complied in all material respects with the provisions of all
the Significant Contracts to which it is a party and is not in default
thereunder; no other party to a Significant Contract is in default thereunder;
and there are no events or conditions currently existing that are reasonably
likely to lead to a default. True, correct and complete copies of all
Significant Contracts have heretofore been made available by GIG to Buyer.

Section 4.15. Employees and Employee Benefits

(a) The Disclosure Schedule contains a list of all employees of GIG and
each Subsidiary (the "Employees") which list sets forth the Employee's start
date, current base compensation, guaranteed bonus, if any, and any promises or
commitment relating to bonus, incentive compensation, severance, redundancy pay
or other payments and notice periods. The Disclosure Schedule also contains a
complete and accurate list of all existing bonus, incentive, deferred
compensation, pension, retirement, profit-sharing, thrift, savings, employee
stock ownership, stock bonus, stock purchase, restricted stock, stock option,
severance, welfare and fringe benefit plans, employment or severance agreements
and all similar practices, policies and arrangements in which any Employee or
former employee, consultant or former consultant (the "Consultants") or director
or former director (the "Directors") of GIG and each of the Subsidiaries
participates or to which any such Employees, Consultants or Directors are a
party (the "Benefit Plans"); provided, however, that contracts with former
consultants need not be listed if neither GIG nor the former consultant has any
material continuing obligations thereunder and no claims have been asserted by
either party thereunder. Except as set forth on the Disclosure Schedule, there
are no Benefit Plans maintained or sponsored by GIG or the Subsidiaries. Neither
GIG or any of the Subsidiaries has any commitment to create any additional
material Benefit Plan or to modify or change any existing Benefit Plan in any
material respect. True and complete copies of all existing Benefit Plans and
Pension Plans of GIG and the Subsidiaries have been made available to Buyer.

(b) All contributions required to be made under the terms of any
Benefit Plan and Pension Plans have been timely made.

(c) Neither GIG nor any of the Subsidiaries have any obligations for
retiree health and life benefits under any Benefit Plan. There has been no
communication to Employees by GIG or any Subsidiary that would reasonably be
expected to promise or guarantee such Employees retiree health or life insurance
or other retiree death benefits on a permanent basis.

(d) All Benefit Plans and Pension Plans covering Employees located
outside of England comply in all material respects with applicable local law.
Neither GIG nor any of the Subsidiaries has any material unfunded liabilities
with respect to any Pension Plan which covers foreign Employees.

(e) The consummation of the Transaction by GIG will not (a) entitle any
Employee, Consultant or Director of GIG or any Subsidiary to severance pay,
unemployment compensation or any other payment, or (b) accelerate the time of
payment or vesting, or increase the amount of compensation due any such
Employee, Consultant or Director. Neither GIG nor any Subsidiary has taken any
action to entitle, and GIG nor any Subsidiary owes, any Employee or officer of
GIG or any Subsidiary any severance pay or other compensation that has not been
paid.

(f) There are no agreements or arrangements in force between GIG or any
or its Subsidiaries and any trade union.

(g) No contract of service exists between GIG and/or its Subsidiaries
and a director or Employee in relation to which the requirements of UK Companies
Xxx 0000 s319 have not been fulfilled.

(h) No Employees of GIG and/or its Subsidiaries have brought, asserted,
or, to the Knowledge of GIG and the Sellers, threatened to bring, or assert any
dispute, claim or cause of action against GIG or its Subsidiaries nor have any
such Employees brought, asserted, or, to the Knowledge of GIG and the Sellers,
threatened to bring, or assert any proceedings in an Employment Tribunal, court
or otherwise, nor are there to the Knowledge of GIG and the Sellers, any
circumstances in existence likely to give rise to any such dispute, claim or
cause of action.

(i) No Employees of GIG and/or its Subsidiaries work in excess of the
maximum weekly working limit as specified in the Working Time Regulations 1998
("the Regulations"). All of GIG and its Subsidiaries have maintained such
records as are required by the Regulations including copies of all opt-out
agreements signed by Employees pursuant to regulation 5(1) of the Regulations.

(j) No Employees of GIG and/or its Subsidiaries receive an hourly rate
of remuneration less than that specified in the National Minimum Wage Xxx 0000.

(k) There are no schemes agreements or arrangements in effect entitling
an Employee of GIG and/or its Subsidiaries to a commission or remuneration
calculated by reference to the whole or part of the turnover, profits or sales
of GIG and/or its Subsidiaries.

(l) None of GIG and its Subsidiaries have registered a profit-related
pay scheme under the provisions of ICTA Part V Chapter III.

(m) During the period to which the Last Accounts relate and since the
Last Accounts Date or (where employment or holding of office commenced after the
beginning of the period) since the commencing date of the employment or holding
of office:

(i) no change has been made in the rate of remuneration,
emoluments or pension benefits, of an officer, ex--officer or senior
executive of GIG and its Subsidiaries (a senior executive being a
person in receipt of remuneration in excess of (pound)5,000 per annum);
and

(ii) no change has been made in any other terms of employment
of an officer or senior executive.

(n) None of GIG and its Subsidiaries is obliged or accustomed to pay
anything other than in respect of remuneration or pension benefits, to or for
the benefit of an officer or Employee of GIG and its Subsidiaries, or their
associates.

(o) No negotiations for an increase in the remuneration or benefits of
an officer or Employee of GIG and/or its Subsidiaries are currently pending.

(p) None of GIG and its Subsidiaries has made any offer to employ any
person which has yet to be accepted or rejected.

(q) Except as set forth in the Disclosure Schedule, all contracts of
service to which GIG and its Subsidiaries is a party are determinable at any
time on three months' notice or less without contractual compensation (other
than compensation in accordance with the Employment Rights Act 1996).

(r) No executive of GIG and/or its Subsidiaries, who is in receipt of
remuneration in excess of (pound)15,000 per annum, and no officer of GIG and/or
its Subsidiaries has given or received notice terminating his employment, except
as expressly contemplated in this Agreement, or will be entitled to give notice
as a result of this Agreement.

(s) None of GIG and/or its Subsidiaries or their Employees is involved
in an industrial dispute, claim or cause of action, and there are no facts
known, or which would on reasonable enquiry be known, to GIG and/or its
Subsidiaries or its directors or to Sellers which might suggest that there may
be an industrial dispute involving GIG and/or its Subsidiaries or that this
Agreement may lead to an industrial dispute.

(t) None of GIG and its Subsidiaries have entered into a recognition
agreement with a trade union nor has it done anything which might be construed
as recognition.

(u) No Employee will become redundant and be entitled to a redundancy
payment solely as a result of the execution of this Agreement or the Closing of
the Transaction.

(v) Other than the pension scheme referred to in the Disclosure
Schedule ("the Scheme") none of GIG and its Subsidiaries is under any
obligation, or is a party to an ex-gratia arrangement, to pay pensions,
gratuities, superannuation allowances or the like, or otherwise to provide
"relevant benefits" within the meaning of UK Income and Corporation Taxes Act of
1988 s612(1), to or for any of its past or present officers or employees or
their dependants; and there are no retirement benefits, or pension or death
benefits, or similar schemes or arrangements in relation to, or binding on, GIG
and its Subsidiaries or to which GIG and its Subsidiaries contributes.

(w) To the Knowledge of GIG and the Sellers no Employee has suffered
personal injury during the course of his employment with any of GIG or its
Subsidiaries.

Section 4.16. Insurance

The Disclosure Schedule contains a list and brief description of all
insurance policies held by GIG or any of the Subsidiaries. GIG has made
available to the Buyer true and complete copies of all insurance policies
relating to the business or assets of the Subsidiaries, such policies remain in
full force and effect and no notice of cancellation or termination has been
received with respect to any such policy.

Section 4.17. Undisclosed Liabilities

GIG and the Subsidiaries on a consolidated basis have no liabilities or
obligations (other than liabilities or obligations arising from contracts
disclosed to Buyer, that were previously entered into by GIG in the ordinary
course of business), except to the extent such liabilities or obligations (a)
are fully reflected as liabilities or reserved for on the balance sheet
contained in the Last Accounts or the Interim 2002 Financial Statements, (b)
have been incurred in the ordinary course of business by GIG or the Subsidiaries
since March 31, 2002, (c) are disclosed in any Schedule hereto, or (d) arise out
of facts or events that are within the scope of the subject matter of any other
representation or warranty contained in this Article 4 and would have required
disclosure but for the knowledge, time or materiality limitation contained in
the relevant representation or warranty.

Section 4.18. Books and Records

GIG has made and will make available for inspection by Buyer the books
of account relating to the business of GIG and of the Subsidiaries. The books of
account of the GIG and of each of the other Subsidiaries reflect on a
consolidated basis the transactions and other matters required to be set forth
under GAAP or GAAP-UK, as appropriate. Unaudited financial information is
subject to audit and year end adjustments.

Section 4.19. Customers and Suppliers

Except as set forth on the Disclosure Schedule, no material supplier or
customer of GIG or any of the Subsidiaries has canceled or otherwise terminated,
or to the knowledge of GIG or the Sellers, made any threat to any of the
Subsidiaries or to any of their Affiliates to cancel or otherwise terminate, for
any reason, including the consummation of the Transaction, its relationship with
GIG or any of such Subsidiaries.

Section 4.20. Related Party Transactions

Except as set forth on the Disclosure Schedule, all transactions
between GIG and/or any of the Subsidiaries, Xxxxxxx, MultiGames, and PiV or any
Affiliate of PiV reflected in the Last Accounts or the Interim 2002 Financial
Statements or entered into since March 31, 2002 were entered into in the
ordinary course of business consistent with past practice.

Section 4.21. Brokers and Intermediaries

None of GIG, any of the Subsidiaries, any Seller or PiV have employed
any broker, finder, consultant or intermediary in connection with the
Transaction that would be entitled to a broker's, finder's or similar fee or
commission from GIG or any of the Subsidiaries in connection therewith.

Section 4.22. Information Disclosed to Buyer Correct

All information set forth on the Disclosure Schedule by or on behalf of
any of the Sellers to the Buyer or its accountants or attorneys relating to the
business, activities, affairs, or assets or liabilities of GIG, GIG LLC and
Brightform was, when given, and remains, true, complete and accurate. For the
avoidance of doubt the foregoing does not in any way validate or confirm the
accuracy or otherwise of any forward looking predictions, business plans,
assumptions on the likely success, subscriber utilization, product roll out,
distribution partners, or other factors of the GIG business ("Predictions"). The
parties acknowledge that such Predictions involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of GIG to be materially different from any future results,
performance, or achievements, expressed or implied, by such Predictions, and the
Seller is not making any representation or warranty in respect of these nor is
it making any disclosure as a result.

Section 4.23. Intellectual Property

(a) Other than with (i) respect to software programs that are
commercially available on a general basis, (ii) the software owned by ISW that
is the subject of the License Agreement and (iii) except as set forth on the
Disclosure Schedule, GIG and the Subsidiaries own free and clear of any
Encumbrances, all right title and interest in and to, or license or otherwise
possess legally enforceable rights to use, without any obligation to make any
fixed or contingent payments, including any royalty payments, the Intellectual
Property developed by Smart 421 or GIG's Employees or consultants (the "GIG
Intellectual Property"). For purposes of this Agreement, the term "Intellectual
Property" means (i) patents, trademarks, service marks, trade names, domain
names, copyrights, trade dress, designs and trade secrets, (ii) any applications
for and registrations of such patents, trademarks, service marks, trade names,
domain names, copyrights, trade dress and designs, (iii) processes, formulae,
methods, schematics, technology, know-how, referral sources, computer software
programs and applications and (iv) other tangible or intangible proprietary
information and material.

(b) The execution and delivery of this Agreement and the Related
Agreements and the consummation of the Transaction will not result in the breach
of, or create on behalf of any third party the right to terminate or modify, any
material license, sublicense or other agreement relating to any GIG Intellectual
Property other than any software programs that are commercially available on a
general basis, including software that is used in the manufacture of,
incorporated in, or forms a part of any product or service sold by or expected
to be sold by GIG or any of its Subsidiaries.

(c) All material patents and registrations for registered trademarks,
service marks, trade dress, domain names and copyrights which are owned by GIG
and its Subsidiaries are valid and subsisting. To the knowledge of GIG and its
Subsidiaries, no other person or entity is infringing, violating or
misappropriating, or otherwise challenging (as applicable) in any material
respect, any of GIG's Intellectual Property.

(d) To the knowledge of GIG, none of the (i) services or products
previously or currently provided or sold by GIG and its Subsidiaries or (ii)
business or activities previously or currently conducted by GIG and its
Subsidiaries infringes, violates or constitutes a misappropriation of, as
applicable, in any material respect, any Intellectual Property of any third
party. Neither GIG nor any of its Subsidiaries has received any complaint, claim
or notice alleging any such infringement, violation or misappropriation.

(e) GIG and the Subsidiaries have taken reasonable measures and
precautions to protect and maintain the confidentiality, secrecy and value of
all GIG Intellectual Property. To the knowledge of GIG, no current or former
employee, officer, director, shareholder, consultant or independent contractor
has any right, claim or interest in or with respect to any GIG Intellectual
Property.

(f) To the knowledge of GIG, the business of GIG and its Subsidiaries
(and of any licensee under a license granted by a Group) does not, and is not
likely to, infringe an Intellectual Property Right of another person.

(g) None of GIG or its Subsidiaries have committed a material breach of
the licenses of Intellectual Property Rights that are material to the conduct of
its business in the UK.

(h) None of GIG or its Subsidiaries have a liability to pay
compensation under the Patents Xxx 0000, ss40 and 41.

(i) None of GIG or its Subsidiaries have (otherwise than in the
ordinary and normal course of business) disclosed, or permitted to be disclosed,
or undertaken or arranged to disclose, to a person other than the Buyer any of
its know-how, technical information, trade secrets, confidential information,
price lists or lists of customers or suppliers.

(j) Nothing has been done or omitted by GIG or its Subsidiaries which
would enable a licensee under a license granted by GIG or its Subsidiaries to
terminate it, or which constitutes a breach of its terms.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF MULTIGAMES

MultiGames represents and warrants to the Buyer that, except as
disclosed in its Disclosure Schedule:

Section 5.1. Organization of MultiGames; Authority

MultiGames is a corporation duly organized, validly existing and in
good standing under the laws of Delaware, with the corporate power and authority
to enter into this Agreement and to perform its obligations hereunder.

Section 5.2. Authorization; No Breach

The execution, delivery and performance of this Agreement and the
consummation of the Transaction have been duly authorized by all required
corporate action on the part of MultiGames. This Agreement has been duly
executed and delivered by MultiGames and constitutes a legal, valid and binding
obligation of MultiGames, enforceable against MultiGames in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting creditors rights and to general equitable principles. The execution
and delivery by MultiGames of this Agreement and the consummation of the
Transaction will not (a) violate any provision of any applicable law, rule or
regulation, (b) violate any order, judgment or decree applicable to MultiGames,
(c) conflict with, or result in a breach of or default under any term or
condition of the Certificate of Incorporation or By-laws of MultiGames or (d)
violate, conflict with, result in a breach of any provision of, or constitute a
default (or an event that, with notice or lapse of time or both, would
constitute a default) under, or result in the termination or in a right of
termination or cancellation of, or accelerate the performance required by, any
note, bond, mortgage, indenture, deed of trust, lease, contract or agreement to
which MultiGames or any of its properties may be bound or to which it is a party
or result in the creation of any Encumbrance upon any of the properties of GIG
or any of its Subsidiaries.

Section 5.3. Share Ownership

MultiGames is the record and beneficial owner of good, valid and
marketable title to the Shares set forth opposite its name on the Disclosure
Schedule and it owns such Shares free and clear of any Encumbrances. At the
Closing, it will transfer to Buyer good, valid and marketable title to such
Shares, free and clear of any Encumbrances.

Section 5.4. Governmental Consents

No consent, license, approval, waiver, application, expiration of
waiting period or authorization of, or registration or declaration with, any
Governmental Body is required to be obtained or made by MultiGames in connection
with the execution, delivery and performance by MultiGames of this Agreement.

Section 5.5. Third Party Consents and Approvals

The execution, delivery and performance of this Agreement by
MultiGames, and the consummation of the Transaction by MultiGames, do not
require the consent or approval of any third party other than a Governmental
Body.

Section 5.6. Litigation

There is no Litigation pending against MultiGames or, to the knowledge
of MultiGames, threatened against MultiGames which would impair the ability of
MultiGames to consummate the Transaction.

Section 5.7. Brokers and Intermediaries

MultiGames has not employed any broker, finder, consultant or
intermediary in connection with this Agreement or the Transaction that would be
entitled to a broker's, finder's or similar fee or commission in connection
therewith.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF XXXXXXX

Xxxxxxx represents and warrants to the Buyer that, except as disclosed
in its Disclosure Schedule:

Section 6.1. Authorization; No Breach

This Agreement has been duly executed and delivered by Xxxxxxx and
constitutes a legal, valid and binding obligation of Xxxxxxx, enforceable
against Xxxxxxx in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws of
general applicability relating to or affecting creditors rights and to general
equitable principles. The execution and delivery by Xxxxxxx of this Agreement
and the consummation of the Transaction will not (a) violate any provision of
any applicable law, rule or regulation, (b) violate any order, judgment or
decree applicable to Xxxxxxx, or (c) violate, conflict with, result in a breach
of any provision of, or constitute a default (or an event that, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination or in a right of termination or cancellation of, or accelerate the
performance required by, any note, bond, mortgage, indenture, deed of trust,
lease, contract or agreement to which Xxxxxxx may be bound or to which Xxxxxxx
is a party or result in the creation of any Encumbrance upon any of the
properties of GIG or any of its Subsidiaries.

Section 6.2. Share Ownership

Xxxxxxx is the record and beneficial owner of good, valid and
marketable title to the Shares set forth opposite his name on the Disclosure
Schedule and he owns such Shares free and clear of any Encumbrances. At the
Closing, he will transfer to Buyer good, valid and marketable title to such
Shares, free and clear of any Encumbrances.

Section 6.3. Governmental Consents

No consent, license, approval, waiver, application, expiration of
waiting period or authorization of, or registration or declaration with, any
Governmental Body is required to be obtained or made by Xxxxxxx in connection
with the execution, delivery and performance by Xxxxxxx of this Agreement.

Section 6.4. Third Party Consents and Approvals

The execution, delivery and performance of this Agreement by Xxxxxxx,
and the consummation of the Transaction by Xxxxxxx, do not require the consent
or approval of any third party other than a Governmental Body.

Section 6.5. Litigation

There is no Litigation pending against Xxxxxxx or, to the knowledge of
Xxxxxxx, threatened against Xxxxxxx which would impair the ability of Xxxxxxx to
consummate the Transaction.

Section 6.6. Brokers and Intermediaries

Xxxxxxx has not employed any broker, finder, consultant or intermediary
in connection with the Transaction that would be entitled to a broker's,
finder's or similar fee or commission in connection therewith.

Section 6.7. Knowledge

Except as set forth in the Disclosure Schedule, to the Knowledge of
Xxxxxxx, none of the representations or warranties made by GIG in this Agreement
are inaccurate in any material respect.

ARTICLE 7
INVESTMENT REPRESENTATIONS OF SELLERS

Each of the Sellers hereby represents and warrants to the Buyer and ISW
as follows:

Section 7.1. Investment Representations; Restriction on Transfer

The assignment of the Warrants to each Seller and the offer and sale of
the shares of Preferred Stock to MultiGames is made in reliance upon such
Seller's representation to Buyer and ISW, which by such Seller's execution of
this Agreement such Seller hereby confirms, that the Warrants and shares of
Preferred Stock to be received by such Seller will be acquired for investment,
for such Seller's own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof (other than pursuant to an
offering registered under the Act, and that such Seller has no present intention
of selling, granting any participation in, or otherwise distributing the same
(other than pursuant to an offering registered under the Act). By executing this
Agreement, each Seller further represents that such Seller does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Warrants and shares of Preferred Stock. Each Seller
represents that it has full power and authority to enter into this Agreement and
that such Seller is an "Accredited Investor" as that term is defined in
Regulation D promulgated under the Act. As used in this Article 7, the term
"Warrant" includes the warrant to be assigned to each of the Sellers by GIG.

Section 7.2. Disclosure of Information

Each Seller has received all the information it considers necessary or
appropriate for deciding whether to accept an assignment of the Warrants and/or
to purchase the shares of Preferred Stock. Each Seller further represents that
it and its representatives have had an opportunity to ask questions and receive
answers from ISW regarding the terms and conditions of the assignment of the
Warrants and sale of the shares of Preferred Stock and that any questions raised
by it or its representatives have been answered to the satisfaction of it and
its representatives. Each Seller's decision to accept an assignment of the
Warrants or to acquire the shares of Preferred Stock is based upon its own
evaluation of the risks and merits of the purchase and ISW's business
activities.

Section 7.3. Investment Experience

Each Seller is an investor in securities of companies in the early
stage of development and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Warrants and shares of Preferred Stock.
MultiGames also represents it has not been organized for the purpose of
acquiring the Warrants and shares of Preferred Stock.

Section 7.4. Restricted Securities

Each Seller understands that the Warrants and shares of Preferred Stock
it is purchasing are characterized as "restricted securities" under the U.S.
federal securities laws because they are being acquired from the ISW in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act, only in certain limited circumstances. In this connection, each Seller
represents that it is familiar with SEC Rule 144, as presently in effect, and
understands the resale limitations imposed thereby and by the Act. In addition,
each Seller recognizes that the Warrants are non-transferable and MultiGames
recognizes that the shares of Preferred Stock are not transferable and will have
no economic value unless the ISW Stock trades at a price in excess of $15 per
share and that under certain circumstances ISW may call the shares of Preferred
Stock.

Section 7.5. Further Limitations on Disposition

Without in any way limiting the representations set forth above, each
Seller further agrees not to make any disposition of all or any portion of the
Warrants or shares of Preferred Stock unless and until there is then in effect a
registration statement under the Act covering such proposed disposition and such
disposition is made in accordance with such registration statement, and that ISW
has no obligation to file any such registration statement.

Section 7.6. Knowledge of Risks

Each Seller recognizes and appreciates all risk factors relating to the
purchase of the Warrants and shares of Preferred Stock including those set forth
in ISW's annual report on Form 10-KSB for the fiscal year ended September 30,
2001 and Forms 10-QSB for the quarters ended December 31, 2001 and March 31,
2002, copies of which have been made available to MultiGames, as well as all of
the risks associated with the business of GIG.

Section 7.7. Disclaimer

Sellers are not relying on any information or materials provided by or
on behalf of the GIG, Buyer or ISW or any of their Affiliates, in determining to
execute and deliver this Agreement and to consummate the Transaction or acquire
the Warrants or shares of Preferred Stock.

ARTICLE 8
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Sellers that except as disclosed
in Buyer's Disclosure Schedule:

Section 8.1. Organization of Buyer; Authority

Buyer is a limited liability company duly organized, validly existing
and in good standing under the laws of the state of Delaware, with the power and
authority to enter into this Agreement and to perform its obligations hereunder
and thereunder.

Section 8.2. Authorization; No Breach

The execution, delivery and performance of this Agreement and the
consummation of the Transaction have been duly authorized by all requisite
corporate action on the part of Buyer. This Agreement has been duly executed and
delivered by Buyer, and upon execution and delivery the Agreement constitutes a
valid and binding obligation of Buyer, enforceable against Buyer in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditor's rights and to general equitable principles. The
execution and delivery by Buyer of this Agreement will not, (a) violate any
provision of any applicable law, rule or regulation, (b) violate any order,
judgment or decree applicable to Buyer, (c) conflict with, or result in a breach
of or default under, any term or condition of the certificate of incorporation
of Buyer or (d) violate, conflict with, result in a breach of any provision of,
or constitute a default (or an event that, with notice or lapse of time or both,
would constitute a default) under, or result in the termination or in a right of
termination or cancellation of, or accelerate the performance required by, any
note, bond, mortgage, indenture, deed of trust, lease, contract or agreement to
which Buyer or any of its properties may be bound or to which it is a party or
result in the creation of any Encumbrance upon any of the properties of Buyer.

Section 8.3. Governmental Consents

Except as provided on Schedule 8.3, no consent, license, approval,
waiver, expiration of waiting period or authorization of, or registration or
declaration with, any Governmental Body is required to be obtained or made by
Buyer in connection with the execution, delivery and performance of this
Agreement, and the consummation of the Transaction.

Section 8.4. Third Party Consents and Approvals

The execution, delivery and performance of this Agreement, and the
consummation of the Transaction by Buyer, does not require the consent or
approval of any third party, except such consents and approvals which have been
obtained.

Section 8.5. Litigation

There is no Litigation pending or, to the knowledge of Buyer,
threatened against Buyer which would materially impair the ability of the Buyer
to consummate the Transaction.

Section 8.6. Acquisition of Shares

The Shares are being acquired by Buyer for its own account solely for
the purpose of investment without the view to, or for sale in connection with,
any distribution thereof in violation of federal or state securities laws and
with no present intention of distributing or reselling any part thereof. Buyer
will not so distribute or resell any Shares in violation of any such law.

Section 8.7. Brokers and Intermediaries

Buyer has not employed any broker, finder, advisor or intermediary in
connection with the Transaction which would be entitled to a broker's, finder's
or similar fee or commission in connection therewith or upon the consummation
thereof.

Section 8.8. Securities Filings

All reports and other filings made by ISW with the SEC since October 1,
2001 were, at the time made, accurate in all material respects.

ARTICLE 9
CERTAIN PRE-CLOSING COVENANTS
AND AGREEMENTS OF THE PARTIES

Section 9.1. Access and Information

(a) Between the date of this Agreement and the Closing Date, GIG shall,
and shall cause the Subsidiaries to, (i) give Buyer and its authorized
representatives full and complete access during normal business hours to all
properties, personnel, facilities and offices of GIG and the Subsidiaries and to
the books and records of GIG and the Subsidiaries (and permit Buyer to make
copies thereof), (ii) permit Buyer to make inspections thereof, (iii) cause the
officers and employees of GIG and the Subsidiaries to furnish Buyer with such
financial information and operating data and other information with respect to
the business and properties of GIG and the Subsidiaries, and to discuss with
Buyer and its authorized representatives the affairs of GIG and the
Subsidiaries, all as Buyer may from time to time reasonably request for the
purposes of this Agreement during normal business hours, (iv) permit
representatives of Buyer or ISW to participate in all discussions and
negotiations of agreements with customers or potential customers of GIG, (v)
keep Buyer fully informed of the status of all negotiations relating to
Significant Contracts with GIG's vendors, including but not limited to the
settlement of any amounts claimed to be due and owing, (vi) not settle or
compromise any claim from a supplier to GIG in which the amount claimed to be
owed by GIG is in excess of (pound)100,000, without the prior written consent of
Buyer and (vii) not enter into any new contract or binding letters of intent or
like document or modify any existing contract, with any customer or potential
customer of GIG's products or services, without the prior written consent of
Buyer. Notwithstanding the foregoing, Buyer acknowledges that with respect to
any confidential information, any disclosure to be made to Buyer shall be
subject to the terms of the Nondisclosure Agreement.

Section 9.2. Conduct of the Business

Except as expressly permitted by this Agreement, between the date of
this Agreement and the Closing Date, GIG shall and it shall cause each of the
Subsidiaries to conduct business only in the ordinary course and consistent with
past practice, and use all its reasonable efforts to preserve intact its present
business organization, maintain its properties in good operating condition and
repair, keep available the services of its present officers and employees
(except where mutually agreed by GIG and Buyer or ISW in writing) and preserve
in all material respects its present business relationships and goodwill. In
addition, except as otherwise expressly provided in this Agreement or as
consented to by Buyer, between the date of this Agreement and the Closing Date,
GIG shall not, and GIG shall not permit any of the Subsidiaries to:

(a) amend its Certificate of Incorporation or Memorandum or Articles of
Association or By-laws;

(b) purchase, redeem, issue, sell or otherwise acquire or dispose of,
either directly or indirectly, any of the Shares, or reclassify, split or
otherwise change any of the Shares or grant or enter into any options, warrants,
puts or calls or other rights to purchase, sell or convert any obligation into
any of the Shares;

(c) (i) make or grant any increase in the compensation (whether salary,
commission, bonus, benefits (retirement, severance or other) or other direct or
indirect remuneration) of Employees, Consultants or Directors or enter into any
contract or other binding commitment in respect of any such increase, or (ii)
amend, adopt or terminate any pension plan or health and welfare plan covering
Employees, or (iii) enter into any negotiations in respect of any collective
bargaining agreement covering Employees;

(d) sell, assign, transfer, pledge, encumber or otherwise dispose of or
agree to sell, assign, transfer, pledge, encumber or otherwise dispose of any of
its assets or properties in excess of (pound)20,000 in the aggregate or
otherwise material to the business or any other material right;

(e) enter into any contract, or any amendment, supplement or waiver in
respect of any contract which contract has a value in excess of(pound)20,000;

(f) agree to pay any legal, accounting, brokerage, taxes or other
expenses in connection with this Agreement or the Transaction except any such
expenses or obligations to be paid in full prior to the Closing Date;

(g) cancel or compromise any debt or claim, or waive or release any
material right, other than adjustments in the ordinary course of business for
goods and services sold and received which, in the aggregate, are not material;

(h) make any capital expenditures or capital additions or improvements
in excess of an aggregate of(pound)20,000;

(i) enter into any transaction that would have a Material Adverse
Effect on Buyer's ability to conduct the business of GIG and/or any of the
Subsidiaries as currently conducted or as proposed to be conducted;

(j) amend, cancel, extend, replace, renew (except upon the expiration
of the terms thereof) or terminate any Leases;

(k) engage in the conduct of any business except the business of GIG or
any of the Subsidiaries as currently operated within the United Kingdom or
currently contemplated within the United Kingdom;

(l) adopt a plan of complete or partial liquidation, dissolution,
merger, consolidation, restructuring, recapitalization or other reorganization
of any kind of GIG or any of the Subsidiaries;

(m) make any acquisition of another company or business by means of a
merger, consolidation or other comparable transaction; or

(n) agree or otherwise commit, whether in writing or otherwise, to do,
or not take any action or omit to take any action that would result in any of
the foregoing.

Section 9.3. Insurance

GIG shall, and it shall cause the Subsidiaries to keep in effect until
the Closing all policies of insurance in effect as of the date hereof maintained
by GIG or any of the Subsidiaries insuring the assets, properties, business or
operations of the Subsidiaries.

Section 9.4. Announcements

Between the date of this Agreement and the Closing Date, except to the
extent required by applicable law rule or regulation, Buyer, GIG and the Sellers
shall not, and none of them shall permit any Affiliate to, issue any press
release or public announcement of any kind concerning, or otherwise publicly
disclose, the Transaction without the consent of the other; and in the event any
such public announcement, release or disclosure is required by law, the parties
will use commercially reasonable efforts to consult prior to the making thereof
and use their reasonable best efforts to agree upon a mutually satisfactory
text.

Section 9.5. Further Actions

(a) The Sellers and Buyer agree to use all commercially reasonable
efforts to take all actions and to do all things necessary, proper or advisable
to consummate the Transaction, including, without limitation, to obtain or cause
to be obtained all consents of third parties, if any, necessary to be obtained
by any of them in order to consummate the Transaction or to have GIG continue to
get the benefit of any agreement to which GIG is a party, as directed by Buyer.

(b) As promptly as practicable, GIG, Buyer and the Sellers shall file
with any Governmental Authority that may be required, if any, in connection with
this Agreement and the Transaction. Buyer and Sellers shall coordinate and
cooperate with each other in exchanging such information and providing such
reasonable assistance as the other may require to comply with the requirements
of any Governmental Authority.

(c) Between the date of this Agreement and the Closing Date, GIG shall
cause the Subsidiaries to use their commercially reasonable best efforts to
maintain (and to the extent not currently enjoyed by them, obtain) all licenses,
permits, registrations, consents, approvals or authorizations necessary to
conduct their respective businesses in the manner in which they are currently
operated or proposed to be operated.

Section 9.6. Expenses

All costs and expenses incurred in connection with this Agreement and
the Transaction (including fees and disbursements of financial advisors,
accountants and attorneys and any brokers or finders), shall be paid (a) by each
Seller, if such costs or expenses are incurred by or on behalf of such Seller,
(b) by Buyer, if such costs or expenses are incurred by or on behalf of Buyer,
and (c) with respect to all sales, filing, recordation, transfer and similar
taxes arising from or associated with the sale and transfer of the Shares
("Transfer Taxes"), in the manner provided in Section 15.14.

Section 9.7. Confidentiality

Each of the Sellers agrees that following the Closing Date it and its
Affiliates shall and shall cause its respective officers and directors and shall
use reasonable efforts to cause all its other employees, auditors, attorneys,
consultants, advisers and agents to, hold in strict confidence, unless compelled
to disclose by judicial or administrative process or by other requirements of
law and after prior written notice to Buyer, all confidential information of GIG
or the Subsidiaries in its respective possession and will not release or
disclose such confidential information of GIG or the Subsidiaries in its
respective possession to any other Person, except to its auditors, attorneys,
financial advisors and other consultants, agents and advisors; provided that the
foregoing obligations shall not apply to any such information which (a) is or
becomes publicly known or available other than through disclosure by the
Sellers, (b) is rightfully received by the Sellers from a third party who is not
subject to an obligation of confidentiality, (c) is independently developed by
the Sellers without use of or access to such confidential informations or (d)
Buyer or GIG has consented to be disclosed. Each of the Sellers further agrees
that for a period of two (2) years from and after the Closing Date neither it
nor its representatives will use such confidential information for the purpose
of competing with Buyer, GIG or the Subsidiaries or otherwise to harm interests
of the Buyer, GIG or the Subsidiaries.

Section 9.8. Further Assurances

Following the Closing, the Sellers and Buyer shall, and shall cause
each of their Affiliates to, from time to time, execute and deliver such
additional instruments, documents, conveyances or assurances and take such other
actions as shall be necessary, or otherwise reasonably requested by the other
party, to confirm and assure the rights and obligations provided for in this
Agreement and render effective the consummation of the Transaction.

ARTICLE 10
CONDITIONS PRECEDENT OF THE SELLERS

The obligation of the Sellers to consummate the Transaction is subject
to the fulfillment of each of the following conditions prior to or at the
Closing:

Section 10.1. Representations and Warranties

The representations and warranties of Buyer contained in Article 8
shall be true in all material respects at and as of the Closing Date, with the
same force and effect as though made at and as of the Closing Date, except for
changes expressly contemplated by this Agreement, and except to the extent that
any representation or warranty is made as of a specified date, in which case
such representation or warranty shall be true in all material respects as of
such date.

Section 10.2. Agreements

Buyer shall have performed and complied in all material respects with
all its undertakings and agreements required by this Agreement to be performed
or complied with by the Buyer prior to or at the Closing.

Section 10.3. Buyer Certificate

Sellers shall have been furnished with a certificate of an authorized
officer of Buyer, dated the Closing Date, certifying to the effect that the
conditions contained in Sections 10.1 and 10.2 have been fulfilled.

Section 10.4. Compliance with Law

No law, and no order or injunction of any Governmental Body, shall be
in effect which prohibits the consummation of the Transaction.

Section 10.5. Consents

All material governmental authorizations, consents, approvals,
exemptions, or other actions required to consummate the Transaction, if any,
shall have been obtained and shall be in full force and effect.

Section 10.6. Miscellaneous

The Assignment by GIG to (a) Xxxxxxx of Warrants to purchase 42,609
shares of ISW Stock and (b) MultiGames of Warrants to purchase 115,043 shares of
ISW Stock.

ARTICLE 11
CONDITIONS PRECEDENT OF BUYER

The obligation of Buyer to consummate the Transaction is subject to the
fulfillment of each of the following conditions prior to or at the Closing:

Section 11.1. Representations and Warranties

The representations and warranties of GIG contained in Article 4, and
the Sellers contained in Articles 5, 6 and 7 shall be true in all material
respects at and as of the Closing Date, with the same force and effect as though
made at and as of the Closing Date, except for changes expressly contemplated by
this Agreement, and except to the extent that any representation or warranty is
made as of a specified date, in which case such representation or warranty shall
be true in all material respects as of such date. Except as set forth in this
Agreement, neither party is making any representations or warranties to any
other party, and all other conditions, warranties, representations or terms
which might otherwise be implied into this Agreement, whether by law, statute or
otherwise, are hereby expressly excluded.

Section 11.2. Agreements

Each of the Sellers and GIG shall have performed and complied in all
material respects with its material undertakings and agreements required by this
Agreement to be performed or complied with by the Sellers prior to or at the
Closing, including without limitation those set forth in Article 9.

Section 11.3. Sellers' Certificates

Buyer shall have been furnished with a certificate of an authorized
officer of GIG and of each of the Sellers dated the Closing Date, certifying to
the effect that the conditions contained in Sections 11.1 and 11.2 have been
fulfilled.

Section 11.4. Compliance with Law

No law, and no order or injunction of any Governmental Body, shall be
in effect which prohibits the consummation of the Transaction.

Section 11.5. Consents

Section 11.6. PiV Agreement and KirchSport Agreement

The PiV Agreement and the KirchSport Agreement shall close
simultaneously with the Closing, it being understood that the Transaction
contemplated by this Agreement and the purchase of all of the PiV Shares (which
together with the Shares being purchased from the Sellers, represent 100% of the
issued share capital of GIG) shall occur simultaneously.

Section 11.7. Miscellaneous

With the exception of the FIFA television clip license dated 8
December, 2000, all agreements and obligations between GIG and The KirchGroup or
any of its Affiliates shall be terminated without any liability to GIG except as
set forth in the KirchSport Agreement and PiV Agreement. All agreements between
GIG or any of the Subsidiaries, and each of the Sellers shall terminate without
any liability to GIG. Warrants to purchase that number of shares of ISW Stock
remaining after assignment of warrants to Xxxxxxx and MultiGames and as herein
provided and to Cees Zwaard pursuant to the Zwaard Agreement, shall continue to
be held by GIG; the Escrow Agreement shall be terminated and the funds remaining
in the Escrow Account shall be transferred to accounts designated by ISW. The
intellectual property in the IP Escrow Account shall be returned to ISW and the
Fort Xxxx Escrow Agreement shall be terminated. GIG's sublease of space from PiV
on the 31st and 32nd floor of Centre Point Tower shall have been terminated with
no further obligations on the part of GIG other than the obligations set forth
in the KirchSport Agreement. The Xxxxxxx Agreement and the Zwaard Agreement
shall become effective in accordance with their terms.

ARTICLE 12
SURVIVAL OF REPRESENTATIONS
AND WARRANTIES

Section 12.1. Survival of Representations and Warranties

All representations and warranties of the Sellers and Buyer included in
this Agreement shall survive until December 31, 2002, and shall thereafter
expire except with respect to breaches and violations, if any, as to which Buyer
or either Seller, as the case may be, has given notice to the other, which
notice shall specify in reasonable detail the alleged breach.

ARTICLE 13
INDEMNIFICATION

Section 13.1. Indemnification of Buyer

Subject to the terms and conditions of Articles 12 and 13, (a) each of
the Sellers agrees to indemnify and hold harmless the Buyer and its successors,
assigns, and Affiliates, against and in respect of any and all claims, demands,
losses, damages, costs and reasonable expenses, including, without limitation,
reasonable legal fees and expenses ("Damages"), resulting or arising from (i)
any failure by such Seller to perform or otherwise fulfill or comply with any
provision of this Agreement or Related Agreement to which it is a party, and
(ii) any breach or violation of any representation or warranty of such Seller
hereunder, and (b) Xxxxxxx agrees to indemnify and hold harmless the Buyer and
its successors, assigns and Affiliates, against and in respect of any Damages
resulting from any breach or violation of any representation or warranty,
covenant or agreement of GIG hereunder; provided however that such obligation of
the Sellers to indemnify and hold harmless the Buyer and its successors, assigns
and Affiliates shall be several, with respect to matters referred to in Section
13.1 (a), with each Seller only being responsible for any failures and breaches
by such Seller and, with respect to the matters referred to in Section 13.1 (b)
Xxxxxxx shall be responsible for the portion of any Damages relating to breaches
referred to in Section 13.1 (b) as the shares of Common Stock being sold by
Xxxxxxx bear to the total number of shares of Common Stock being sold pursuant
to this Agreement.

Section 13.2. Indemnification of the Sellers

Subject to the terms and conditions of this Article 13, Buyer agrees to
indemnify and hold harmless each of the Sellers and their respective successors
and permitted assigns and their respective Affiliates against and in respect of
any and all Damages resulting or arising from any of the following: (a) any
failure by Buyer to perform or otherwise fulfill or comply with any provision of
this Agreement and (b) any breach or violation of any representation, warranty,
covenant or agreement of Buyer hereunder.

Section 13.3. Claims

Any claim for indemnity under Section 13.1 or 13.2 shall be made by
written notice from the party seeking to be indemnified (the "Indemnitee") to
the party from which indemnification is sought (the "Indemnifying Party")
specifying in reasonable detail the basis of the claim. When an Indemnitee
seeking indemnification under Section 13.1 or 13.2 receives notice of any claims
made by third parties ("Third Party Claims") which is to be the basis for a
claim for indemnification hereunder, the Indemnitee shall give written notice
promptly after receipt of notice of such Third Party Claim to the Indemnifying
Party reasonably indicating the nature of such claims and the basis thereof.
Upon notice from the Indemnitee, the Indemnifying Party may, but shall not be
required to, assume the defense of any such Third Party Claim, including its
compromise or settlement, and the Indemnifying Party shall pay all reasonable
costs and expenses thereof and shall be fully responsible for the outcome
thereof, provided, however, that the Indemnifying Party shall not settle any
such claim without the Indemnitee's prior written consent (which consent shall
not be unreasonably withheld) unless the only remedy for such claim is monetary
damages which are paid in full by the Indemnifying Party and unless such
settlement includes as an unconditional term thereof the giving by the claimant
or the plaintiff to Indemnitee, a release from all liability in respect to such
claim. In connection with any claim involving any remedy other than such
monetary damages, the Indemnitee shall have the right to be kept informed and be
consulted in connection with the resolution of such claim. The Indemnifying
Party shall give notice to the Indemnitee as to its intention to assume the
defense of any such Third Party Claim within ten (10) days after the date of
receipt of the Indemnitee's notice in respect of such Third Party Claim. The
Indemnitee shall cooperate fully in the defense of the Third Party Claim as and
to the extent reasonably requested by the Indemnifying Party (such cooperation
shall include the retention and, upon the request of the Indemnifying Party, the
provision to such party of records and information which are reasonably relevant
to such claim or demand and making employees available on a mutually convenient
basis to provide additional information and explanation of any material provided
hereunder). If an Indemnifying Party does not, within ten (10) days after the
Indemnitee's notice is given, give notice to the Indemnitee of its assumption of
the defense of the Third Party Claim, the Indemnifying Party shall not have the
right to control the defense thereof unless it thereafter elects to assume the
defense thereof by notice to the Indemnitee. If the Indemnitee assumes the
defense of any Third Party Claim because of the failure of the Indemnifying
Party to do so in accordance with this Section 13.3, the Indemnifying Party
shall pay all reasonable costs and expenses of such defense and shall be fully
responsible for the outcome thereof. The Indemnifying Party shall have no
liability with respect to any compromise or settlement thereof effected without
its prior written consent, which consent shall not be unreasonably withheld.

Section 13.4. Limitation of Liability

Any claims by Buyer or any Seller for breach of any representation or
warranty made hereunder and any claim by Buyer against the Sellers for breach of
a representation, warranty, covenant or agreement made by GIG hereunder, shall
be subject to the following:

With respect to Sections 13.1(b) and 13.2(b), the provisions for
indemnity shall be effective only to the extent that the aggregate amount of all
such claims for which Buyer or Sellers, as the case may be, are liable hereunder
exceeds $200,000, in which case Buyer or Sellers, as the case may be, shall be
liable to the other hereunder for all such amounts in excess thereof up to the
maximum hereinafter provided. In no event shall Buyer be liable to (a) Xxxxxxx
in an amount in excess of the aggregate value of the Warrants to be assigned to
Xxxxxxx and (b) MultiGames in an amount in excess of the value of the Warrants
to be assigned to MultiGames plus the value of the Preferred Stock delivered to
MultiGames; and in no event shall Sellers be liable to Buyer for (i) in the case
of Xxxxxxx, the value of the Warrants to be assigned to him by GIG; (ii) in the
case of MultiGames, the value of the Warrants to be assigned to it by GIG plus
the value of the Preferred Stock to be delivered to it pursuant hereto.
Notwithstanding the foregoing, the $200,000 threshold shall not be applicable
and there shall be no limitation on liability (i) with respect to Xxxxxxx for
any breach of the representations and warranties contained in Sections 6.1, 6.2,
6.5 and 6.6 and Article 7; and (ii) with respect to MultiGames for any breach of
the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.6 and
5.7 and Article 7. For purposes hereof, after the amount of a claim has been
determined, (a) if Xxxxxxx is responsible for the claim, he shall forthwith
return to ISW that number of Warrants equal to the value of such claim; (b) if
MultiGames is responsible for the claim, MultiGames shall first forthwith return
Warrants equal to the value of the claim and if the full amount of the claim has
not thereby been satisfied, MultiGames shall then forthwith return Preferred
Stock equal to the balance of the claim. The value and/or number of the Warrants
and/or Preferred Stock to be returned to ISW shall be determined by an
investment banking firm mutually agreed by the parties. If the parties fail to
agree on the selection of an investment banking firm within two Business Days,
such firm shall be selected by the American Arbitration Association in New York
upon the application of any party hereto. The decision of the investment banking
firm shall be final and binding on the parties hereto. For the avoidance of
doubt (except in relation to a breach of Sections 6.1, 6.2, 6.5 and 6.6) the
sole remedy of the Buyer from Xxxxxxx shall be the return of the applicable
number of Warrants assigned to him, and in respect of MultiGames (except in
relation to a breach of Sections 5.1, 5.2, 5.3, 5.6 and 5.7) the sole remedy of
the Buyer from MultiGames shall be the return of the applicable number of
Warrants assigned to it and the return of the Preferred Stock issued to it.

ARTICLE 14
TERMINATION

Section 14.1. Grounds for Termination

This Agreement may be terminated at any time prior to the Closing by
written agreement of Buyer and Sellers.

Section 14.2. Effect of Termination

Termination of this Agreement pursuant to this Article 14 shall
terminate all obligations of the parties hereto; provided, however, that the
provisions of this Article 14 and the provisions set forth in Sections 15.1,
15.2, 15.3, 15.9 and 15.14 shall survive any such termination.

ARTICLE 15
MISCELLANEOUS

Section 15.1. GOVERNING LAW

THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
PRINCIPLES OF CONFLICTS OF LAW THEREOF.

Section 15.2. Notices

All notices, requests, permissions, waivers, and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
received only if delivered personally, by facsimile transmission, by first class
mail, postage prepaid (registered or certified mail, return receipt requested),
properly addressed and postage prepaid or by Federal Express or other overnight
mail service:

If to ISW Acquisition Co., LLC, to:

c/o Interactive Systems Worldwide Inc.
0 Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxx Xxxxxxxx, XX 00000
Telephone: 000-000-0000
Telecopier: 973-256-8211
Attention: Xxxxx Xxxxxx

with a copy to:

Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telephone: 000-000-0000
Telecopier: 000-000-0000

If to Xxxxx X. Xxxxxxx, to:

Xxxxx X. Xxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx Xxx
Xxxxxx
XX0 0XX
Telephone: x00 0000000000
Telecopier: x00 0000000000

with a copy to:

Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxx, Esq.
Telephone: 000-000-0000
Telecopier: 000-000-0000

If to MultiGames, to:

MultiSport Games Development Inc.
000 Xxxxx Xxxxxx - # 00X
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000

with a copy to:

Xxxxxxx Xxxx & Xxxxxxxxx, LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx, Esq.
Telephone: 000-000-0000
Telecopier: 000-000-0000

Such names and addresses may be changed by such notice.

Section 15.3. Entire Agreement

This Agreement, the Related Agreements and the Nondisclosure Agreement
contain the entire understanding of the parties hereto with respect to the
subject matter contained herein and therein, and supersedes and cancel all prior
agreements, negotiations, correspondences, undertakings and communications of
the parties, oral or written, regarding such subject matter.

Section 15.4. Amendments

This Agreement may be amended only by a written instrument executed by
the parties or their respective successors or permitted assigns.

Section 15.5. Headings; References

The article, section and paragraph headings and table of contents
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. All references
herein to "Articles", "Sections", or "Schedules" shall be deemed to be
references to Articles or Sections hereof and Schedules hereto unless otherwise
indicated.

Section 15.6. Counterparts

This Agreement may be executed in one or more counterparts and each
counterpart shall be deemed to be an original.

Section 15.7. Parties in Interest; Assignment

This Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to confer upon any Person not a party
to this Agreement (other than ISW) any rights or remedies under or by reason of
this Agreement, except as otherwise provided in Article 13 with respect to
Indemnities. No party to this Agreement may assign or delegate all or any
portion of its rights, obligations or liabilities under this Agreement without
the prior written consent of the other parties to this Agreement. Any assignment
in violation of this Section 15.7 shall be null and void, without any force or
effect.

Section 15.8. Severability; Enforcement

Whenever possible, each provision of this Agreement will be interpreted
in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable
under any applicable law or rule in any jurisdiction, such provision will be
ineffective only to the extent of such invalidity, illegality or
unenforceability in such jurisdiction, without invalidating the remainder of
this Agreement in such jurisdiction or any provision hereof in any other
jurisdiction.

Section 15.9. Jurisdiction; Venue; Waiver of Jury Trial

Each party hereby irrevocably and unconditionally submit to the
exclusive jurisdiction of the state and federal courts located in the Borough of
Manhattan, The City of New York, for any actions, suits, or proceedings arising
out of or relating to this Agreement and the transactions contemplated hereby
(and Buyer and the Sellers agree not to commence any action, suit or proceeding
relating thereto except in such courts), and further agree that service of any
process, summons, notice or document by U.S. registered mail to its address set
forth above shall be effective service of process of any action, suit or
proceeding brought against it in any such court. Buyer and the Sellers hereby
irrevocably and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the Transaction
in such state or federal courts as aforesaid and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum. BUYER AND THE SELLERS HEREBY WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL.

Section 15.10. Waiver

Any of the conditions to Closing set forth in this Agreement may be
waived in writing at any time prior to or at the Closing hereunder by the party
entitled to the benefit thereof. The failure of any party hereto to enforce at
any time any of the provisions of this Agreement shall in no way be construed to
be a waiver of any such provision, nor in any way to affect the validity of this
Agreement or any part hereof or the right of such party thereafter to enforce
each and every such provisions. No waiver of any breach of or noncompliance with
this Agreement shall be held to be a waiver of any other or subsequent breach or
noncompliance.

Section 15.11. Disclosure Schedules

The information contained in the Schedules hereto shall not be deemed
to constitute an admission by the Sellers or Buyer or otherwise imply that any
such information is material for purposes of this Agreement or otherwise. The
Sellers and Buyer shall have the right at any time prior to the Closing to
supplement or amend in writing the Schedules hereto with respect to any matter
required to be set forth or described in such Schedules; provided, however, that
such supplement or amendment shall not be deemed to cure a breach of a
representation or warranty or satisfy a condition unless waived by the party for
whose benefit the representation or warranty is made. For purposes of the rights
and obligations of the parties hereunder, upon the occurrence of the Closing,
any such supplemental or amended disclosure shall not be deemed to have been
disclosed as of the date of this Agreement for purposes of indemnification
hereunder.

Section 15.12. Specific Performance.

Each of the parties acknowledges and agrees that the Shares are unique
and that, prior to Closing, remedies at law, including monetary damages, will be
inadequate in the event of a breach by either Seller in the performance of its
obligations under this Agreement. Accordingly, the parties agree that in the
event of any such breach, the non-breaching party shall be entitled to a decree
of specific performance pursuant to which the breaching party is ordered to
affirmatively carry out its pre-Closing obligations under this Agreement. The
foregoing shall not be deemed to be or construed as a waiver or election of
remedies by any non-breaching party and each non-breaching party expressly
reserves any and all rights and remedies available to it at law or in equity in
the event of any breach or default by the breaching party under this Agreement.

Section 15.13. Further Assurances

Section 15.14. Expenses

All costs and expenses incurred in connection with this Agreement
(including fees and disbursements of financial advisors, accountants and
attorneys and any brokers or finders), shall be paid (a) by each Seller, if such
costs or expenses are incurred by or on behalf of the Seller, (b) by Buyer, if
such costs or expenses are incurred by or on behalf of Buyer, and (c) by Buyer
with respect to all Transfer Taxes except that Xxxxxxx shall pay one-half of the
Transfer Taxes in respect of the shares of Common Stock being sold by Xxxxxxx
pursuant hereto.

Section 15.15. Termination

In the event that the Closing has not occurred by August 15, 2002, this
Agreement may be terminated by any party hereto upon written notice to the other
parties and no party hereto shall have any liability to the other except in
respect of any prior breach of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

ISW ACQUISITION CO., LLC

By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chairman of the Board of Directors and
Chief Executive Officer

GLOBAL INTERACTIVE GAMING LTD.

By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director

MULTISPORT GAMES DEVELOPMENT, INC.

By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: President

INTERACTIVE SYSTEMS WORLDWIDE INC.
(only with respect to Sections 3.2(ii) and
(iv); 3.5(b) (c) and (d); and 8.8)

By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chairman of the Board of Directors and
Chief Executive Officer

/s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx

TABLE OF CONTENTS

Page
----

ARTICLE 1 DEFINITIONS........................................................................................... 1
Section 1.1. Definitions.......................................................................... 1
Section 1.2. Other Definitional Provisions........................................................ 5

ARTICLE 2 PURCHASE AND SALE..................................................................................... 5
Section 2.1. Purchase and Sale.................................................................... 5
Section 2.2. Purchase Price....................................................................... 6

ARTICLE 3 CLOSING .............................................................................................. 6
Section 3.1. Closing.............................................................................. 6
Section 3.2. Delivery and Payment................................................................. 6
Section 3.3. Other Deliveries by Sellers.......................................................... 6
Section 3.4. Other Deliveries by Buyer............................................................ 7
Section 3.5. Other Deliveries..................................................................... 8

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF GIG................................................................. 8
Section 4.1. Organization; Authority.............................................................. 8
Section 4.2. Authorization; No Breach............................................................. 9
Section 4.3. Organization of Subsidiaries......................................................... 9
Section 4.4. Capitalization....................................................................... 9
Section 4.5. Share Ownership...................................................................... 10
Section 4.6. Governmental Consents................................................................ 10
Section 4.7. Third Party Consents and Approvals................................................... 11
Section 4.8. Financial Matters; Accounts.......................................................... 11
Section 4.9. Absence of Certain Changes........................................................... 12
Section 4.10. Real Property; Environmental Matters................................................. 12
Section 4.11. Compliance with Law.................................................................. 13
Section 4.12. Tax Matters.......................................................................... 13
Section 4.13. Litigation........................................................................... 14
Section 4.14. Contracts............................................................................ 14
Section 4.15. Employees and Employee Benefits...................................................... 14
Section 4.16. Insurance............................................................................ 17
Section 4.17. Undisclosed Liabilities.............................................................. 17
Section 4.18. Books and Records.................................................................... 17
Section 4.19. Customers and Suppliers.............................................................. 17
Section 4.20. Related Party Transactions........................................................... 18
Section 4.21. Brokers and Intermediaries........................................................... 18
Section 4.22. Information Disclosed to Buyer Correct............................................... 18
Section 4.23. Intellectual Property................................................................ 18

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF MULTIGAMES.......................................................... 19
Section 5.1. Organization of MultiGames; Authority................................................ 20

Section 5.2. Authorization; No Breach............................................................. 20
Section 5.3. Share Ownership...................................................................... 20
Section 5.4. Governmental Consents................................................................ 20
Section 5.5. Third Party Consents and Approvals................................................... 20
Section 5.6. Litigation........................................................................... 21
Section 5.7. Brokers and Intermediaries........................................................... 21

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF XXXXXXX............................................................. 21
Section 6.1. Authorization; No Breach............................................................. 21
Section 6.2. Share Ownership...................................................................... 21
Section 6.3. Governmental Consents................................................................ 21
Section 6.4. Third Party Consents and Approvals................................................... 22
Section 6.5. Litigation........................................................................... 22
Section 6.6. Brokers and Intermediaries........................................................... 22
Section 6.7. Knowledge............................................................................ 22

ARTICLE 7 INVESTMENT REPRESENTATIONS OF SELLERS................................................................. 22
Section 7.1. Investment Representations; Restriction on Transfer.................................. 22
Section 7.2. Disclosure of Information............................................................ 23
Section 7.3. Investment Experience................................................................ 23
Section 7.4. Restricted Securities................................................................ 23
Section 7.5. Further Limitations on Disposition................................................... 23
Section 7.6. Knowledge of Risks................................................................... 23
Section 7.7. Disclaimer........................................................................... 24

ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF BUYER............................................................... 24
Section 8.1. Organization of Buyer; Authority..................................................... 24
Section 8.2. Authorization; No Breach............................................................. 24
Section 8.3. Governmental Consents................................................................ 24
Section 8.4. Third Party Consents and Approvals................................................... 25
Section 8.5. Litigation........................................................................... 25
Section 8.6. Acquisition of Shares................................................................ 25
Section 8.7. Brokers and Intermediaries........................................................... 25
Section 8.8. Securities Filings................................................................... 25

ARTICLE 9 CERTAIN PRE-CLOSING COVENANTS AND AGREEMENTS OF THE PARTIES........................................... 25
Section 9.1. Access and Information............................................................... 25
Section 9.2. Conduct of the Business.............................................................. 26
Section 9.3. Insurance............................................................................ 27
Section 9.4. Announcements........................................................................ 27
Section 9.5. Further Actions...................................................................... 27
Section 9.6. Expenses............................................................................. 28
Section 9.7. Confidentiality...................................................................... 28
Section 9.8. Further Assurances................................................................... 28

ARTICLE 10 CONDITIONS PRECEDENT OF THE SELLERS.................................................................. 29
Section 10.1. Representations and Warranties....................................................... 29
Section 10.2. Agreements........................................................................... 29
Section 10.3. Buyer Certificate.................................................................... 29
Section 10.4. Compliance with Law.................................................................. 29
Section 10.5. Consents............................................................................. 29
Section 10.6. Miscellaneous........................................................................ 29

ARTICLE 11 CONDITIONS PRECEDENT OF BUYER........................................................................ 30
Section 11.1. Representations and Warranties....................................................... 30
Section 11.2. Agreements........................................................................... 30
Section 11.3. Sellers' Certificates................................................................ 30
Section 11.4. Compliance with Law.................................................................. 30
Section 11.5. Consents............................................................................. 30
Section 11.6. PiV Agreement and KirchSport Agreement............................................... 30
Section 11.7. Miscellaneous........................................................................ 31

ARTICLE 12 SURVIVAL OF REPRESENTATIONS AND WARRANTIES........................................................... 31
Section 12.1. Survival of Representations and Warranties........................................... 31

ARTICLE 13 INDEMNIFICATION...................................................................................... 31
Section 13.1. Indemnification of Buyer............................................................. 31
Section 13.2. Indemnification of the Sellers....................................................... 32
Section 13.3. Claims............................................................................... 32
Section 13.4. Limitation of Liability.............................................................. 33

ARTICLE 14 TERMINATION.......................................................................................... 34
Section 14.1. Grounds for Termination.............................................................. 34
Section 14.2. Effect of Termination................................................................ 34

ARTICLE 15 MISCELLANEOUS........................................................................................ 34
Section 15.1. GOVERNING LAW........................................................................ 34
Section 15.2. Notices.............................................................................. 34
Section 15.3. Entire Agreement..................................................................... 35
Section 15.4. Amendments........................................................................... 36
Section 15.5. Headings; References................................................................. 36
Section 15.6. Counterparts......................................................................... 36
Section 15.7. Parties in Interest; Assignment...................................................... 36
Section 15.8. Severability; Enforcement............................................................ 36
Section 15.9. Jurisdiction; Venue; Waiver of Jury Trial............................................ 36
Section 15.10. Waiver............................................................................... 37
Section 15.11. Disclosure Schedules................................................................. 37
Section 15.12. Specific Performance................................................................. 37
Section 15.13. Further Assurances................................................................... 37
Section 15.14. Expenses............................................................................. 38
Section 15.15. Termination.......................................................................... 38

iii

EXHIBITS

Exhibit A Series A Preferred Stock - Designation of
Preferences

Exhibit B Release of Escrow Agreement

Exhibit C Release of Fort Xxxx Escrow Agreement

Exhibit D List of Due Diligence Material provided to
Buyer and/or ISW

Exhibit E The Xxxxxxx Agreement

Exhibit F The Zwaard Agreement

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