EXHIBIT 2.4 NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

                                                                    EXHIBIT 2.4

                  NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

     THIS AGREEMENT is made as of October 13, 2005, between LARS FUHRKEN-BATISTA

("Batista"),   a principal   securityholder   of   Cinemaware,   Inc.,   a   California

corporation   ("Cinemaware"),    and   eGAMES,   INC.,   a   Pennsylvania   corporation

("eGames").

                              W I T N E S S E T H :

         WHEREAS, contemporaneously with the execution and delivery hereof,

eGames is acquiring the goodwill and substantially all of the assets used or

useful by Cinemaware in designing, developing, acquiring, promoting,

distributing, and/or selling interactive entertainment software for various game

platforms and the Internet (the "Business"), pursuant to an Asset Purchase

Agreement, dated as of October 6, 2005, to which eGames, Batista and Cinemaware

are parties (the "Purchase Agreement"); and

         WHEREAS, by virtue of the purchase of the Business, eGames is and will

be engaged throughout the Area in the Business which was formerly conducted by

Cinemaware; and

         WHEREAS, Batista is a principal record and beneficial owner of the

outstanding securities of Cinemaware:

and

         WHEREAS, in consideration of the execution of the Purchase Agreement by

eGames, Batista (in his capacity as a principal securityholder) has agreed not

to compete with the Business as conducted by eGames and to certain other

obligations, as set forth herein; and

         WHEREAS, competition by Batista with eGames, or disclosure by Batista

of certain confidential and proprietary information of Cinemaware, will result

directly in damage to eGames and its business, properties, assets, and goodwill

and will cause the loss by eGames of the benefit of its bargain with Cinemaware;

         NOW, THEREFORE, in consideration of the mutual covenants herein

contained and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties, intending to be

legally bound hereby, agree as follows:

         1. Definitions. The following terms shall have the definitions set

forth below:

                  (a) "Affiliate" of a person shall mean any Person that

directly or indirectly controls, is controlled by, or is under common control

with, the indicated Person.

                  (b) "Area" shall mean anywhere within any state of the United

States of America or any other country in which eGames, Cinemaware or its

Affiliates, directly or indirectly, at any time during the three-year period

ending on the date hereof carried on or engaged in business or otherwise

designed, developed, manufactured, provided, sold, licensed or distributed its

products, services or solutions.

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                   (c) "Closing Date" shall mean the date of this Agreement.

                  (d) "Confidential Information" shall mean all of the following

materials and information (whether or not reduced to writing and whether or not

patentable) pertaining to the Business:

                           (1) All items of information relating to the Business

that could be classified as a trade secret pursuant to law;

                           (2) The names and addresses of the customers of the

Business and the nature and amount of business done with such customers;

                           (3) The names and addresses of employees, with

respect to the Business;

                           (4) The discoveries, concepts and ideas, whether

patentable or not, related to the nature and results of research and development

activities, processes and techniques related to research and development,

designs, drawings and specifications of Cinemaware relating to the Business;

                           (5) Source and object codes, flow charts, algorithms,

coding sheets, design concept and related documentation and manuals of

Cinemaware which relate to the Business;

                           (6) Production processes, marketing techniques,

purchasing information, price lists, pricing policies, quoting procedures,

financial information, customer names and requirements, customer data and other

materials or information relating to Cinemaware's manner of doing business with

respect to the Business;

                           (7) Any other materials or information related to the

Business which are not generally known to others engaged in similar business

activities.

         eGames' or Batista's failure to make and keep any of the foregoing

confidential shall not affect its status as part of the Confidential Information

under the terms of this Agreement.

                  (e) "Prohibited Business" shall mean any and all designing,

developing, acquiring, promoting, distributing, and/or selling of interactive

entertainment software for various game platforms and the Internet that is based

upon or derived from the Intellectual Property and any ideas, concepts, product

lines, trade secrets or Confidential Information developed, created or under

consideration for approval by eGames or Batista while Batista is employed by

eGames.

         Capitalized terms used but not otherwise defined herein shall have the

respective meanings given to them in the Purchase Agreement.

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         2. As an inducement and in consideration for eGames to enter into the

Purchase Agreement, Batista covenants that he shall, for a period of two (2)

years from and after the Closing