PRODUCTION SERVICES AGREEMENT

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                                                                   Exhibit 10.11

                          PRODUCTION SERVICES AGREEMENT

      PRODUCTION SERVICES AGREEMENT dated as of March 31, 2006 between
Infogrames Entertainment SA, at 1 Place Verrazzano, 69252 Lyon cedex 09, France
acting on behalf of itself and of its affiliates (other than Atari, Inc.) and
Atari, Inc. ("ATARI"), at 417 Fifth Avenue, New York, NY 10016 (this
"Agreement").

                                   WITNESSETH:

      WHEREAS, IESA and Atari are affiliated entities active in the field of
digital entertainment and interactive games.

      WHEREAS, Atari has developed highly-recognized know-how and experience in
the production of interactive games and has agreed to provide production
services to IESA and its affiliates (together "IESA").

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                       PRODUCTION SERVICES TO BE PROVIDED

      1.01. Performance of PRODUCTION SERVICES.

            (a) Subject to the terms and conditions set forth herein and on
Schedule I hereto, as may be amended from time to time ("Schedule I"), Atari or
its subsidiaries, as applicable, shall provide IESA with the services set forth
on Schedule I (the "PRODUCTION SERVICES"). The PRODUCTION SERVICES shall consist
of the services listed on Schedule 1. Atari or IESA may at any time amend
Schedule I with the prior written consent of the other party. The PRODUCTION
SERVICES will be provided to IESA to the extent that the conduct of its business
during the Term undergoes no significant change that would materially expand
Atari's obligations hereunder as they exist at the beginning of the Term.

            (b) Except as specifically provided in Schedule I , Atari or its
subsidiaries, as applicable, shall provide each of the PRODUCTION SERVICES
listed in Schedule I for a term commencing on the date hereof and ending on
March 31, 2011, unless earlier terminated by IESA or Atari in accordance with
Section 2.01 hereof (collectively, the "PRODUCTION SERVICES Period" or "Term.")

            (c) Atari or its subsidiaries, as applicable, shall provide the
PRODUCTION SERVICES to IESA and/or its affiliates promptly with that degree of
skill, attention and care that Atari exercises and has heretofore exercised with
respect to furnishing comparable services to itself and its affiliates.

            (d) Representatives of Atari and IESA, or IESA's designee, shall
meet, at least, on a semi-annual basis to review the performance of the
PRODUCTION SERVICES.

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            (e) Unless otherwise specified in Schedule I, all employees and
representatives of Atari or its subsidiaries, as applicable (other than Bruno
Bonnell), providing the PRODUCTION SERVICES hereunder to IESA during the Term of
this Agreement (collectively, the "PRODUCTION SERVICES Employees") shall be
deemed for all purposes (including compensation and employee benefits) to be
employees or representatives solely of Atari and not to be employees or
representatives of IESA or to be independent contractors thereof. In performing
their respective duties hereunder, all such employees and representatives of
Atari shall be under the direction, control and supervision of Atari and Atari
shall have the sole right to exercise all authority with respect to the
employment (including termination of employment), assignment and compensation of
such employees and representatives, subject to compliance with the terms and
provisions contained in this Agreement including, without limitation, the
provision of the PRODUCTION SERVICES.

      1.02. Billing and Payment for the PRODUCTION SERVICES.

            (a) The Parties agree that the effective date of this Agreement
shall be July 1, 2005. For a period of six months following the Effective Date,
Atari shall bill IESA for the PRODUCTION SERVICES at cost with no upcharge,
except for quality assurance services which shall continue to be billed at cost
plus 10%, and, thereafter, at cost plus 6%, except for quality assurance
services which shall continue to be billed at cost plus 10%, or as otherwise
agreed upon in writing by Atari and Infogrames Entertainment SA. Atari will
provide an estimated budget of such Production Services no later than 15 days
prior to the end of the fiscal year.

            (b) Beginning on April 1, 2006, IESA and Atari shall review the
costs of the PRODUCTION SERVICES on a yearly basis and shall use commercially
reasonable efforts to mutually agree to changes to the PRODUCTION SERVICES by no
later than the last day of the fiscal year during which such annual review
occurs.

            (c) Atari shall, on a quarterly basis, submi