BUYOUT AGREEMENT

Atari is willing to release to Red Mile the rights to the Title licensed to Atari under the Publishing Agreement in exchange for certain payments from Red Mile pursuant to the terms of this Agreement, in accordance with the terms and conditions hereinbelow. Red Mile anticipates funding the payments called for by this Agreement with the proceeds from a new financing and/or production agreement to be entered into between Red Mile and a third party (the "Third Party") regarding completion and distribution of the Title for the Sony Playstation 3, Microsoft Xbox 360, and personal computer platforms.

Buyout Fee. In exchange for the release of Atari's rights in the Title, Red Mile shall pay Atari (collectively, the "Buyout Fee"):

A fee in the amount of $4,750,000 (the "Initial Payment") on March 5, 2009 or as soon as reasonably practicable thereafter if Red Mile provides evidence by March 5, 2009 reasonably satisfactory to Atari of an agreement in principle for financing of the Title by a Third Party (including, at minimum, proof of funds and definitive proof of intent (e.g., executed L01); but in any event not later than March 19, 2009; and

33% of any and all royalties or other payments received by Red Mile or its affiliates, without deductions of any kind, from the Third Party in connection with the licensing of the Title net of the Initial Payment ("Net Royalties") until Atari has received aggregate fees and royalties under this Agreement (inclusive of the Initial Payment) of $5,500,000, to be paid to Atari within five (5) business days following receipt by Red Mile or its affiliates of the corresponding Net Royalty amount(s)(the "Atari First-Tier Royalties"); and

thereafter, 15% of any and all Adjusted Net Royalties (as defined below) received by Red Mile or its affiliates, to be paid to Atari within five (5) business days following receipt by Red Mile or its affiliates of the corresponding Adjusted Net Royalties (or portion thereof), provided that in no event shall any amount payable to Atari in accordance with this subsection 1.3 be a negative amount (the "Atari Second-Tier Royalties"). As used herein, the "Adjusted Net Royalties" means Net Royalties minus all verifiable out-of-pocket direct costs actually paid by Red Mile in order to complete the development of the Title with respect to the period from inception of the Tile through completion of the Title. This includes all amounts paid to IR Gurus Pty. Ltd. at any time in respect of the Title.

Quarterly Accounting. Reporting with respect to the Buyout Fee shall be on a  calendar quarterly basis. Within sixty (60) days after the close of each calendar quarter, beginning with the first calendar quarter in which any royalties or other payments (other than the;Initial Payment) are due hereunder, Red Mile shall provide Atari with a written statement showing the Net Royalties and Adjusted Net Royalties for such calendar quarter, a calculation of the royalties and other amounts payable to Atari in respect of such period (including without limitation the Atari First-Tier Royalties and the Atari Second-Tier Royalties). Each such statement shall be accompanied by paymentof the amount of the Buyout Fee then due. Atari shall be deemed to have consented to all accountings rendered by Red Mile and each such statement of accounting shall be conclusive, final and binding, unless specific objection in writing, stating the basis thereof, is given by Atari to Red Mile within one (1) year after the date it was rendered. No claim concerning a statement or other account rendered by Red Mile may be made unless asserted within one (1) year after the date of Red Mile's notice rejecti