EXHIBIT 2.5 NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

                                                                    EXHIBIT 2.5

                  NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

     THIS AGREEMENT is made as of October 13, 2005, between   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 and Cinemaware are

parties (the "Purchase Agreement"); and

         WHEREAS, execution by Cinemaware of this Agreement is a condition

precedent to eGames' obligation to perform under the Purchase Agreement; and

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

be engaged throughout the Area (as hereinafter defined) in the Business which

was formerly conducted by Cinemaware; and

         WHEREAS, competition by Cinemaware with eGames, or disclosure by

Cinemaware 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 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.

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

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                  (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 Cinemaware'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.

         Capitalized terms used but not otherwise defined herein shall have the

respective meanings given to them in the Purchase Agreement.

         2. Cinemaware covenants that it shall, and shall cause its wholly owned

and majority owned subsidiaries and other persons it controls to, for a period

of three (3) years from and after the Closing Date, observe the following

separate and independent covenants:

                  (a) Agreement Not to Compete. Except as set forth in this

Agreement, Cinemaware shall not, and shall not cause or permit any of its wholly

owned or majority owned subsidiaries or other persons it controls to, anywhere

in the Area, on its own behalf or in the service or on behalf of others (i)

engage in the Business; or (ii) use, or become financially interested in (other

than as a holder of less than one percent of the outstanding securities of any

entity whose voting securities are registered under the Securities Act of 1933,

as amended, or Section 12 of the Securities Exchange Act of 1934, as amended),

any business, person or entity that derives revenues from or otherwise engages

in the Business, or (iii) participat