0001045969-02-001109 Sample Contracts

TDK MEDIACTIVE, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 27th, 2002 • TDK Mediactive Inc • Services-prepackaged software • Delaware

This Indemnification Agreement (“Agreement”) is effective as of March 27, 2001, by and between TDK Mediactive, Inc., a Delaware corporation (the “Company”), and Eugene Code (“Indemnitee”).

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 27th, 2002 • TDK Mediactive Inc • Services-prepackaged software • California

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Third Amendment”) is entered into as of April 30, 2002 between TDK MEDIACTIVE, INC., a Delaware corporation (“Borrower”), and TDK USA CORPORATION, a New York corporation (“Lender”), with reference to the following facts:

EXECUTIVE EMPLOYMENT AGREEMENT WITH MARTIN G. PARAVATO
Executive Employment Agreement • June 27th, 2002 • TDK Mediactive Inc • Services-prepackaged software • California

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of December 1, 2001 by and between TDK Mediactive, Inc. (“Company”), and Martin G. Paravato (“Employee”), with reference to the following facts:

SUBLEASE BETWEEN LUCENT TECHNOLOGIES INC. SUBLANDLORD and TDK MEDIACTIVE, INC., SUBTENANT 4373 Park Terrace Drive, Westlake Village, California Dated: April 19, 2002
TDK Mediactive Inc • June 27th, 2002 • Services-prepackaged software

This Sublease is entered into as of this 19th day of April, 2002, by and between Lucent Technologies Inc., a Delaware corporation, with offices at 600 Mountain Avenue, Building 3, Murray Hill, NJ 07974, successor in interest to Ascend Communications, Inc., a Delaware corporation (hereinafter “Sublandlord”) and TDK Mediactive, Inc., a California corporation, with offices at 26115 Mureau Road, Suite B, Calabasas, California 91302 (hereinafter “Subtenant”).

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