INDEPENDENT CONSULTING AGREEMENT

1.

Introduction.

2.

Engagement.

3.

Compensation.

Atari shall pay Consultant a consulting fee at the rate $15,000.00 (gross) per month payable at the last day of the month. Payments will be made to Ann E. Kronen. Atari shall reimburse Consultant on a monthly basis for pre-approved, reasonable and necessary expenses incurred by Consultant on behalf of Atari in the performance of Consultant’s duties during the Consulting Period (including but not limited to reasonable travel expenses) which are otherwise acceptable in accordance with Atari’s standard expense reimbursement practices for its independent contractors and which have been approved in advance by the Atari Representative. Consultant shall submit expenses for reimbursement in writing with supporting receipts and documentation in accordance with the Internal Revenue Code and Regulations or as otherwise required under Atari’s expense reimbursement procedures in effect from time to time.

4.

Cooperation.

Consultant shall use her best efforts in the performance of her obligations under this Agreement. Consultant shall cooperate with Atari’s personnel, shall not interfere with the conduct of Atari’s business and shall observe all of Atari’s rules, regulations and security requirements concerning the safety of persons and property real and intellectual.

5.

Equipment.

Atari shall provide Consultant with reasonable and necessary equipment required to perform required tasks. Any equipment provided by Atari, or the purchase of which is funded by Atari, in connection with this agreement, including all associated licenses, warranties, manuals and documentation shall be and remain with Atari. During the Consulting Period, all such equipment shall be used solely for purpose of work associated with Atari. Upon the conclusion of the Consulting Period, or any other termination of this agreement, all such equipment shall be returned to Atari promptly.

6.

Term and Termination .

7.

Confidentiality and Security.

Consultant recognizes and agrees that in the course of performing services hereunder Consultant will generate or otherwise become privy to written or orally conveyed information that is proprietary or confidential to Atari, its affiliates, or their customers and/or to other parties to whom they may have confidentiality obligations. This information may include, without limitation, plans to introduce new products or services (including in this regard the existence of the Project), methods of doing business, planned transactions, market information, pricing information, supply sources, license and contract terms, information pertaining to customers’ businesses, non-public financial data and operating results, system and component designs, specifications, computer software and technical information. Consultant understands that Atari and/or such affiliates, customers and other parties regard such information as trade secrets, and Consultant will employ Consultant’s best efforts to assure the continued confidentiality thereof. Consultant will not disclose such information to anyone or use it for any purpose other than the performance of Consultant’s services hereunder. Consultant will take all reasonable measures to prevent any unauthorized person from gaining access to such information and to prevent such information from being accessed, disclosed or used in any unauthorized manner, including complying strictly at all times with all applicable physical and computer system security procedures. Consultant will not break or attempt to break any of Atari’s (or such affiliates’, customers’ or other persons’) security systems, or obtain, or attempt to obtain access to any program or data other than those to which Consultant has been given access in writing. Upon any termination, cancellation or expiration of this agreement or at Atari’s request at any other time, Consultant will deliver to Atari all materials in tangible form containing any of the information referred to in this Section 7, shall purge any and all copies thereof from all files and storage media retained by Consultant, and shall retain no archival or other copies thereof whatsoever. Further in such event, Consultant shall return any keys, security passes, equipment or other items or property supplied to Consultant by Atari or by any such affiliate, customer or other person.