0001193125-03-024099 Sample Contracts

WEB SERVICES AGREEMENT
Web Services Agreement • July 25th, 2003 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California

This Web Services Agreement (“Agreement”) is made and entered into as of February 11, 2003, by and between IGN Entertainment, Inc., a Delaware corporation (“IGN”), with its principal place of business at 3240 Bayshore Boulevard, Brisbane, CA 94005, and Mad Catz, Inc., a Delaware corporation, with principal offices at 7840 Mission Valley Road, Suite 101, San Diego, CA 92108 (“Mad Catz”).

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First Amendment To The Web Services Agreement Between IGN Entertainment, Inc. and Mad Catz, Inc.
Web Services Agreement • July 25th, 2003 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)

This First Amendment (“First Amendment”) to the Web Services Agreement, dated as of May 5, 2003 (“Agreement”), by and between IGN Entertainment, Inc. (“IGN”) and Mad Catz, Inc. (“Mad Catz”) is made as of February 10, 2003.

MAD CATZ, INC.
Second Amending Agreement • July 25th, 2003 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario

WHEREAS Lender and US Collateral Agent entered into certain financing arrangements with Borrower pursuant to which Lender made loans and provided other financial accommodations to Borrower, on the terms and conditions set forth in a Loan Agreement dated September 25, 2000 between Lender, US Collateral Agent and Borrower (the “Original Loan Agreement”);

FIRST AMENDING AGREEMENT
First Amending Agreement • July 25th, 2003 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)
MAD CATZ INTERACTIVE, INC. Toronto, Ontario M5H 3L5
Mad Catz Interactive Inc • July 25th, 2003 • Games, toys & children's vehicles (no dolls & bicycles) • New York

This letter agreement, upon execution by InterAct Accessories, Inc. will constitute a formal binding agreement, for the purchase by Mad Catz, Inc. (“Mad Catz”), a wholly-owned subsidiary of Mad Catz Interactive, Inc., and the sale by InterAct Accessories, Inc. (“InterAct”) of the GameShark brand of InterAct.

Marketing Agreement Between IGN Entertainment, Inc. and Mad Catz, Inc.
Marketing Agreement • July 25th, 2003 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)

This Marketing Agreement (this “Agreement”) is made as of April 7, 2003 (the “Effective Date”), by and between IGN Entertainment, Inc., a Delaware corporation with principal offices at 3420 Bayshore Boulevard, Brisbane, CA 94005 (“IGN”) and Mad Catz, Inc., a Delaware corporation, with principal offices at 7840 Mission Valley Road, Suite 101, San Diego, CA 92108 Mad Catz (“Mad Catz”).

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