SHORT FORM DISTRIBUTION AGREEMENT

EXHIBIT 10.2

EXECUTION VERSION

SHORT FORM DISTRIBUTION AGREEMENT

Dated as of December __, 2007 (the “ Effective Date ”)

The Parties :

Infogrames Entertainment SA , Atari Interactive Inc. and Atari Europe SAS (collectively, “ Publisher ”)

And:

Atari Inc. , a Delaware corporation, having its registered office at 417 5 ^th Avenue, New York 10016, United States of America (“ Distributor ”).

This binding short form distribution agreement (this “ Short Form Distribution Agreement ”) sets forth the principal terms and conditions agreed to by the parties under which, among other things, Distributor shall have the exclusive right to sell and distribute in the Territory (as such term is defined below) during any applicable Game Term (as such term is defined below) all interactive entertainment software games developed by or on behalf of the Publisher or its affiliates, the rights to which are owned by or licensed to the Publisher or its Affiliates, or to which the Publisher or its Affiliates acquire rights (collectively, the “ Games ”), and for which the parties shall have completed and executed a separate appendix in the form attached hereto as Exhibit A (each a “ Game Details Appendix ”), with each Game to be distributed during the applicable Game Term specified in the applicable Game Details Appendix. The parties shall enter into good faith negotiations and enter into a long form distribution agreement on or before January 18, 2008 encompassing the terms set forth in this Short Form Distribution Agreement and such other business and legal terms and conditions (including, without limitation, customary mutual representations, warranties, indemnities, limitations of liability and confidentiality obligations.) upon which the parties hereto may mutually agree (such long form distribution agreement being referred to herein as the “ Long Form Distribution Agreement ”). In connection therewith: (a) on or before December 12, 2007, Publisher shall provide Distributor with the first draft of the Long Form Distribution Agreement; and (b) on or before December 19, 2007, Distributor shall provide Publisher with the second draft of the Long Form Distribution Agreement that contains Distributor’s revisions thereto.

Subject to the foregoing, it is our intention that the Long Form Distribution Agreement would contain the following principal terms:

1.		Replacement of Prior Distribution Agreements :
		With respect to all Games commercially released before the Effective Date, the following two (2) distribution agreements (collectively, with any all amendments and addenda thereto, the “ Prior Distribution Agreements ”) shall remain in full force and effect: (a) Distribution Agreement between Publisher and Distributor dated December 16, 1999 and (b) Distribution Agreement between Publisher and Distributor dated October 2, 2000. With respect to all Games commercially released on or after the Effective Date, this Short Form Distribution Agreement supersedes, replaces and terminates the Prior Distribution Agreements. A symmetrical long form distribution agreement, with the same terms and conditions as those in this Short Form Distribution Agreement (with the exception of Section 9), where Atari Inc. is the Publisher and where Infogrames Entertainment SA, Atari Interactive Inc. and Atari Europe SAS collectively

		are the Distributor shall also be negotiated in good faith between the parties during the same period.
2.		Grant of Rights :
		Exclusivity : During the Term of Exclusivity (as hereinafter defined in Section 4), Distributor shall have the exclusive right to contract with Publisher for the Distribution Rights (as such term is defined below) in the Territory for all Games that are released in the Packaged Media Format during the Term of Exclusivity. With respect to any Game for which Distributor fails to respond to Publisher within ten (10) days following receipt of information relating thereto or for which, following negotiations with respect to a Game Details Appendix as provided herein, the Publisher and Distributor do not enter into a Game Details Appendix, Publisher shall be free to negotiate with any third party(ies) other than Affiliates (as hereinafter defined) regarding the distribution of such Game in the Physical Media Format and/or Digital Download Format in the Territory. Publisher shall not accept any offer from any such third party(ies) without first giving Distributor ten (10) days following receipt by the Distributor of all information that Publisher provided to such third party(ies) with respect to the Game and such offer in order to match such offer. If Distributor fails to respond or does not agree to match such offer within such ten (10) day period, Publisher is then free to enter into an agreement with such third party(ies) on the terms of such offer. If Distributor exercises its right to match such offer, then Publisher and Distributor shall promptly execute a Game Details Appendix that contains the terms and conditions of such offer. If neither Distributor nor such third party(ies) agree to the terms and conditions of such offer, the matching rights set forth in this paragraph will continue in full force and effect upon the terms contained herein with respect to any other offer that Publisher receives for such Game regardless of whether such offer is from such third party or another third party. As used in this Short Form Distribution Agreement, an “ Affiliate ” of any person means any other person controlling, under common control with, or controlled by the referenced person. An person shall be deemed to control another person if such person owns, directly or indirectly, thirty-three percent (33%) or more of the voting stock of the second person (provided that such percentage shall be 50% or more for purposes of the first paragraph of this Short Form Distribution Agreement), has the right to elect or nominate a majority of the board of directors or other governing body of such person, or otherwise has the power, whether by contract or otherwise, to control or direct the policies or management of such person.
		Distribution Rights . Publisher grants Distributor the exclusive right to distribute and sell the Games for which the parties enter into a Game Details Appendix (the “ Selected Games ”) during the Term in the Territory in the Packaged Media Format (as hereinafter defined) and in the Digital Download Format (provided such digital rights were granted to Publisher for the Territory) (the “ Distribution Rights ”). The foregoing Distribution Rights regarding the Digital Download Format shall automatically revert to Publisher if: (a) during the first year of the Term of Exclusivity, the gross revenues that Distributor receives from its exploitation of such rights is less than X percent (X%) (such percentage to be defined in the Long Form Distribution Agreement) of Distributor’s total gross revenues during such period; or (b) during any year thereafter, the gross revenues that Distributor receives from its exploitation of such rights is less than Y percent (Y%) (such percentage to be defined in the Long Form Distribution Agreement) of Distributor’s total gross revenues during such period. As used in this term sheet: “ Packaged Media Format ” shall mean the distribution of Games via a physical, packaged media in general use during the Term for the storage and distribution to end users of interactive software games for a Platform (as defined in the applicable Game Details Appendix); and “ Digital Download Format ” shall mean the distribution of any Game via a digital download of the Packaged Media Format thereof only. All other rights which are not expressly granted to Distributor for example,

		inter alia, subscription sales and management, community management, virtual property sales and management, virtual and physical game card sales, are excluded from this Short Form Distribution Agreement and are exclusively reserved for Publisher.
		MMOGs, Casual Games and Online Games . Notwithstanding any other provisions of this Short Form Distribution Agreement, with respect to any MMOG, Casual Game or Online Game (each, as hereinafter defined) that Publisher makes available in the Packaged Media Format and subject to Publisher and Distributor entering into a Game Details Appendix with respect thereto, Distributor shall have the exclusive right to distribute and sell such MMOG, Casual Game or Online Game in the Packaged Media Format and Digital Download Format.
		As used in this Short Form Distribution Agreement:

	•		“ MMOG ” shall mean any Game that is accessible primarily via the Internet (with or without the use of video game discs) or other network through personal computers and/or other electronic hardware platforms and in which (a) the Game is playable simultaneously by more than one hundred (100) users, and (b) the users are able to interact with other users (e.g., via in-game avatars) in a Persistent manner. As used herein, “ Persistent ” shall mean that one or more aspects of the state of the Game setting (e.g., the characters, world and/or universe) is maintained and developed continually in a manner that allows the user experience to continually evolve over time.
	•		“ Casual Game ” shall mean any Game (a) whose primary play pattern provides users with activities involving very low degree of skill (mental or physical); (b) that is targeted at the mass market with very simple rules making them easy to learn and play; (c) that requires no long term commitment or special skills; and (d) that has a simplistic play pattern and often is playable using a one-button mouse or cellphone keypad. Casual Games usually utilize one or both of the following (2) two business models: (i) downloadable games, primarily available on PC, with limited trials, i.e., try before you buy, for a relatively low price and/or (ii) free on-line or free to download and try (but may generate revenue through in-game advertising).
	•		“ Online Game ” shall mean any Game that is played through an Internet browser.

		For purposes of clarification: (x) Distributor shall not have the foregoing right to distribute and/or sell any MMOG, Casual Game or Online Game that Publisher does not make available in the Packaged Media Format; and (y) Publisher shall have the exclusive online exploitation right to MMOGs, Casual Games and Online Games.
		Marketing Rights . Publisher grants Distributor the non-transferable right to market, advertise and promote the Packaged Media Format version and the Digital Download Format version of each Selected Game in the Territory during the applicable Game Term (excluding the any sell-off period). Subject to the terms and conditions of this Short Form Distribution Agreement, Publisher hereby grants to Distributor, under Publisher’s trademark rights, a non-transferable, non-exclusive, license to display and reproduce the Infogrames trademark (and any other trademarks owned or controlled by the Publisher and its Affiliates and agreed to by the Publisher and the Distributor in the Long Form Distribution Agreement) to market, advertise and promote the Packaged Media Format version and the Digital Download Format version of each Selected Game in the Territory during the applicable Game Term (excluding the any sell-off period set forth in the applicable Game Details Appendix) subject to Publisher’s approval thereof, which approval shall not be unreasonably withheld.

		Sublicensing; Subcontracting . The sublicensing and/or subcontracting by Distributor of any rights relating to each Game shall be expressly subject to the prior written approval of Publisher; such approval may not be unreasonably withheld.
		Rights Not Granted . Any and all rights which are not expressly granted to Distributor pursuant to this Short Form Distribution Agreement are deemed to be reserved by Publisher.
3.		Territory : The “ Territory ” is the United States of America, Canada and Mexico; provided, however, if the Net Receipts that Publisher actually receives from Distributor’s exploitation of the Distribution Rights for the Selected Games in Me