TRADEMARK LICENSE AGREEMENT

                                                                   EXHIBIT 10.49


                           TRADEMARK LICENSE AGREEMENT

         THIS TRADEMARK LICENSE AGREEMENT (this "AGREEMENT") is made and entered
into as of April 4, 2007 (the   "EFFECTIVE   DATE") by and   between   (i)   BETHESDA
SOFTWORKS LLC, a Delaware   limited   liability   company,   wholly owned by ZeniMax
Media   Inc.,   a Delaware   corporation,   having its   principal   place of business
located at 1370 Piccard Drive, Suite 120,   Rockville,   MD 20850 ("BETHESDA") and
(ii) INTERPLAY   ENTERTAINMENT CORP., a Delaware corporation having its principal
place of business located at 100 North Crescent Drive, Suite 324, Beverly Hills,
CA 90210   ("INTERPLAY").   Bethesda and   Interplay are   collectively   referred to
herein as the "PARTIES" or individually as a "PARTY".

                                    RECITALS

         A.   Bethesda   acquired   all right,   title and   interest   in the FALLOUT
trademarks   specified in Schedule l hereto   (collectively   the "LICENSED MARKS")
from Interplay under an Asset Purchase Agreement between Bethesda and Interplay,
dated as of April 4, 2007 ("APA").

         B. Interplay wishes to use the Licensed Marks solely in connection with
the development and   implementation of a Massively   Multiplayer   Online Game (as
defined below).

         C. Bethesda,   as the owner of the Licensed   Marks,   is willing to grant
Interplay a license   strictly   limited in duration and scope to use the Licensed
Marks in compliance with the terms and conditions of this Agreement.

         NOW THEREFORE,   in   consideration of the foregoing and the promises and
mutual covenants of the parties, and for other good and valuable   consideration,
the receipt   and   sufficiency   of which are hereby   acknowledged,   the   parties,
intending to be legally bound, agree as follows:

         1.0       DEFINITION.

         The term   "MMOG"   means a Massively   Multiplayer   Online Game that is a
type of computer   video game for large   communal use that (i) is only played and
accessed via the Internet and is not playable off-line in any manner whatsoever,
(ii) is only   functional as an MMOG and does not work as a single player game or
as a game with 100 or fewer   players,   (iii)   enables at least 1,000   players to
interact   simultaneously   in the game world   online and remains   live 24 hours a
day/7 days a week,   (iv)   requires   all   players   to pay a monthly   subscription
service fee or some similar ongoing method for billing players for participation
in the game world   online for the express   purpose of obtaining   and   continuing
on-line access to the game's core experience   (except during any applicable user
trial period), (v) contains content that is maintained only on dedicated servers
by the offeror of the MMOG;   and (vi) is not played on online   game   services of
console manufacturers (such as Xbox Live from Microsoft).

         2.0       LICENSE.

                  2.1 GRANT OF LICENSE.   Subject to the terms and conditions set
forth   in   this    Agreement,     Bethesda    grants   to   Interplay   an    exclusive,
non-transferable license and right to use


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the Licensed Marks on and in connection with   Interplay's   FALLOUT-branded   MMOG
(the   "FALLOUT   MMOG"   or   "LICENSED   PRODUCT")   and for no other   purpose.   The
conditional   license herein does not grant Interplay any right to sublicense any
of the licensed rights without Bethesda's prior written approval.

                  2.2 TERRITORY.   Worldwide. Interplay agrees to comply with all
applicable   laws   and   regulations   pertaining   to the   use and   designation   of
trademarks   in the   territory,   and to refrain from any action that may or would
adversely affect the right of Bethesda to the FALLOUT trademarks.

                  2.3 MMOG DEVELOPMENT.   To retain its license rights under this
Agreement,   Interplay agrees that (i) full-scale development of its FALLOUT MMOG
will   commence   within   twenty-four   (24) months of the   Effective   Date of this
Agreement   (such   commencement   date   defined   herein as the   "MMOG   DEVELOPMENT
COMMENCEMENT   DATE")   and   (ii)   by   the   MMOG   Development   Commencement   Date,
Interplay will have secured   financing for the FALLOUT MMOG in an amount no less
than   US$30,000,000.00   ("MINIMUM   Financing").   In the event that   within   this
24-month period Interplay has failed to commence   full-scale   development of its
FALLOUT   MMOG or has   failed to secure the   Minimum   Financing,   Interplay   will
immediately lose and permanently forfeit its license rights under this Agreement
and the license rights   automatically shall end, be void and otherwise terminate
on the   anniversary   date of the second year after the   Effective   Date and this
Agreement shall no longer remain in effect.

                   2.4 MMOG COMMERCIAL LAUNCH. In the event that within the first
24   months   after   the   Effective   Date    Interplay   has   commenced    full-scale
development of its FALLOUT MMOG and has secured the Minimum Financing, to retain
its   license    rights   under   this   Agreement    Interplay    must,   in   addition,
Commercially Launch (as defined below) the FALLOUT MMOG within four (4) years of
the MMOG   Development   Commencement   Date. In the event that within the first 24
months after the Effective Date Interplay has commenced   full-scale   development
of its FALLOUT   MMOG and has secured   the   Minimum   Financing   but has failed to
Commercially   Launch the   FALLOUT   MMOG   within the first 4 years after the MMOG
Development   Commencement Date,   Interplay will immediately lose and permanently
forfeit   its   license   rights   under   this   Agreement   and   the   license   rights
automatically shall end, be void and otherwise terminate on the anniversary date
of the   fourth   year   after   the   MMOG   Development   Commencement   Date and this
Agreement shall no longer remain in effect;   PROVIDED,   HOWEVER,   that if at the
expiration of such 4-year period,   Interplay has failed to   Commercially   Launch
the FALLOUT MMOG but is actively engaged in development efforts of such MMOG and
certifies to Bethesda in writing its good faith belief that it will Commercially
Launch the FALLOUT   MMOG within 12 months   after the   conclusion   of such 4-year
period, then the period for Commercial Launch shall be extended by one (1) year.
If   Interplay   has   failed   to   Commercially   Launch   the   FALLOUT   MMOG   by the
expiration   of such   extended   period,   Interplay   shall   immediately   lose   and
permanently   forfeit its license   rights   under this   Agreement   and the license
rights   automatically   shall   end,   be   void   and   otherwise   terminate   on   the
anniversary date of the fifth year after the MMOG Development   Commencement Date
and this Agreement shall no longer be in effect. Bethesda agrees to negotiate in
good faith whether or not to grant any further extension beyond five years after
the   MMOG   Development   Commencement   Date.   "COMMERCIALLY   LAUNCH"   means   that
Interplay   has offered its FALLOUT MMOG for sale to the public in major   markets
in North   America and Europe and that such   FALLOUT   MMOG has and   continues   to
maintain a minimum of 10,000 paying subscribers.


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                  2.5 CONTINUING COMMERCIAL   AVAILABILITY.   If at any time after
the Commercial   Launch of its FALLOUT MMOG,   Interplay fails to operate and keep
its FALLOUT MMOG   commercially   available   for any   consecutive   three (3) month
period,   Interplay will   immediately   lose and   permanently   forfeit its license
rights under this Agreement and the license rights   automatically   shall end, be
void and otherwise   terminate upon the expiration of such three month period and
this Agreement shall no longer remain in effect.

                  2.6   RESERVATION OF RIGHTS.   Any and all rights not explicitly
granted to Interplay hereunder are reserved by Bethesda.

         3.0       OWNERSHIP.

                  3.1 SOLE OWNER.   Interplay   acknowledges   and agrees that,   as
between the parties,   Bethesda is the sole and   exclusive   owner of the Licensed
Marks.   Bethesda   may,   in its sole   discretion,   maintain   or   discontinue   the
maintenance   of any   applications   and   registrations   for   the   Marks   or   seek
registration for any Licensed Mark at any time.

                  3.2 NO ASSIGNMENT.   Nothing   contained in this Agreement shall
be construed as an assignment to Interplay of any right,   title,   or interest in
or to the   Licensed   Marks.   Interplay   recognizes   and   acknowledges   that   the
Licensed Marks and all rights therein and goodwill pertaining thereto solely and
exclusively   belong   to   Bethesda   and that all   uses of the   Licensed   Marks by
Interplay   shall inure to the benefit of Bethesda.   Interplay shall not directly
or indirectly   attack or impair the title of Bethesda to the Licensed Marks, the
validity of this Agreement,   or any of Bethesda's   registrations or applications
relating to any Licensed Mark in any jurisdiction. Interplay agrees it shall not
file any state, federal, or foreign applications to register any of the Licensed
Marks, in whole or in part, or any name or mark   confusingly   similar thereto in
any jurisdiction.

                  3.3   FURTHER   ASSISTANCE.   Interplay   shall,   upon   request of
Bethesda,   execute any   documents   that may be deemed   necessary or desirable by
Bethesda   to use the   Licensed   Marks   in   conformity   with any   nation's   laws,
including whatever documents that may be necessary to record Interplay as a user
or licensee of the Licensed Marks anywhere in the world.

                  3.4   INTERPLAY-DERIVED     MMOG   ELEMENTS.   In   the   event   this
Agreement   terminates   prior   to the   Commercial   Launch   of the   FALLOUT   MMOG,
Bethesda   agrees that nothing in this   Agreement   limits or is intended to limit
the rights of Interplay to use in a   non-FALLOUT   MMOG,   INTER ALIA,   any or all
locations,   graphic   representations,   creatures,   monsters,   names, likenesses,
behaviors,   religions,   deities,   environments,   legends,   fairy tales, stories,
universes,   character   classes or character   professions   that are in the public
domain, are owned by any entity other than Bethesda and/or its affiliates and/or
licensors or otherwise are not subject to copyright or trademark protection. For
purposes of a non-FALLOUT   MMOG,   Interplay shall own all rights in any computer
software code (object or source   code),   game play   software   routines,   game or
graphics   engines,   as   well   as   any   designs,   likenesses,   sound   and   visual
representations or other intellectual property rights that are created after the
Effective   Date by or on behalf of Interplay and which do not include,   refer or
relate to the Licensed Marks (the "INTERPLAY-DERIVED MMOG ELEMENTS"),   provided,
however, that the Interplay-Derived MMOG Elements do not use, incorporate, trade
on or otherwise exploit any   Fallout-related  


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intellectual property created by Interplay or by Bethesda or by their respective
parents,   subsidiaries,   affiliates,   successors or assigns,   including   without
limitation any Fallout artwork, locations, graphic representations, story lines,
creatures, monsters, names, likenesses,   behaviors, environments (e.g., vaults),
universes,    settings,    legends,    characters,    character   classes,   character
professions,   packaging,   advertisements, text and translations, and any and all
Fallout   proprietary   characters,   trademarks,   copyrights and artwork listed in
Exhibit C-2 to the APA, it being   understood   and agreed by the parties that all
such property is and shall remain exclusively owned by Bethesda. Interplay shall
be free to continue to exploit the   Interplay-Derived   MMOG   Elements or not, at
will and in its sole   discretion as provided   herein.   Subject to the foregoing,
each party reserves and expressly does not waive any rights that either may have
to   take   action   against   the   other   for   copyright   infringement,    trademark
infringement, dilution, unfair competition, false advertising and/or any related
claims in connection with the other's exercise of the rights available herein.

         4.0       USE   OF   LICENSED   MARKS.    Provided   Interplay   fulfills   the
conditions set forth in Sections 2.3, 2.4 and 2.5 of this   Agreement,   Interplay
is   granted   the right to use the   Licensed   Marks but only in   connection   with
Interplay's   FALLOUT   MMOG.   Interplay   agrees not to use the Licensed   Marks in
conjunction with or connection to any other products or marketing materials.

         5.0       QUALITY CONTROL.

                  5.1       GENERAL.

                            5.1.1     Interplay   acknowledges   the   importance   to
Bethesda of its reputation   and goodwill and to the public of maintaining   high,
uniform standards of quality in