0001193125-03-014394 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 30th, 2003 • TDK Mediactive Inc • Services-prepackaged software • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 18, 2003 between TDK Mediactive, Inc., a Delaware corporation (the “Company”), and John Wholihan (“Indemnitee”), a director of the Company.

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EXECUTIVE EMPLOYMENT AGREEMENT WITH SHIN TANABE
Executive Employment Agreement • June 30th, 2003 • TDK Mediactive Inc • Services-prepackaged software • California

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 1, 2002 by and between TDK Mediactive, Inc. (“Employer”), and Shin Tanabe (“Executive”), with reference to the following facts:

TDK MEDIACTIVE, INC. TDK RECORDING MEDIA EUROPE S.A. REPUBLISHING – MARKETING – DISTRIBUTION AGREEMENT VIDEO GAME AGREEMENT
Video Game Agreement • June 30th, 2003 • TDK Mediactive Inc • Services-prepackaged software • Luxembourg

TMA is engaged in licensing, creating, developing and marketing, is the sole and exclusive owner and/or licensee of Articles computer software products (hereinafter referred as “Articles”) specified in the First Schedule as attached hereto, and made a part hereof, including the documentation and operating manuals therefore.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 30th, 2003 • TDK Mediactive Inc • Services-prepackaged software • California

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of April 30, 2003 is made by and among TDK MEDIACTIVE, INC., a Delaware corporation (“TMA Delaware”), TDK MEDIACTIVE, INC., a California corporation (“TMA California”) (collectively, hereunder, “Borrower”), and TDK USA CORPORATION, a New York corporation (“Lender”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2003 • TDK Mediactive Inc • Services-prepackaged software • California

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 28, 2003 (the “Effective Date”), is entered into by and among TDK Mediactive, Inc. (formerly known as Sound Source Interactive, Inc.), a Delaware corporation (“TMI/DE”) and TDK Mediactive, Inc. (formerly known as Sound Source Interactive, Inc.), a California corporation (“TMI/CA”) (TMI/DE and TMI/CA collectively, “Employer”), and Vincent J. Bitetti (“Executive”).

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