Microsoft Uses in 8.Termination Clause

8.Termination from License Agreement

This Amendment to the Xbox 360 Publisher License Agreement (this Amendment) is entered into and effective as of the later of the two signature dates below (the Amendment Effective Date) by and between Microsoft Licensing, GP, a Nevada general partnership (Microsoft), and Majesco Entertainment Company (Publisher), and supplements that certain Xbox 360 Publisher License Agreement between the parties dated as of September 12, 2005, as amended (the Xbox 360 PLA).

8.Termination. 8.1 Termination. In addition to the termination provisions of the Xbox 360 PLA, Microsoft may terminate Publishers use of XLSP at any time for Publishers failure to comply with these XLSP Terms. 8.2 Effect of Termination. Upon termination or expiration of the Xbox 360 PLA Publisher shall continue to support existing Publisher Hosted Online Content until the earlier of (1) the end of the FPU sell-off period as set forth in the Xbox 360 PLA, or (2) the end of the Minimum Commitment term for Online Content (as defined in the Xbox 360 PLA). Additionally, Publisher shall continue to support any event-based Publisher Hosted Online Content that started before termination or expiration. To the extent Publisher has support obligations pursuant to this Section 8.2 following termination or expiration, all of Publishers obligations under these XLSP Terms will continue to apply. If Publishers use of XLSP is terminated due to Publishers failure to comply with these XLSP Terms or Publishers breach of the Xbox 360 PLA, then Microsoft has the right to immediately terminate the availability of the Publisher Hosted Online Content and require that the operation of Publisher Hosting Services immediately cease, and all Microsoft software or materials be immediately returned to Microsoft. 8.3 Survival. The following Sections of these XLSP Terms shall survive expiration or termination of these XLSP Terms: 9 and 10. Other sections shall survive in accordance with their terms. 9. Warranties In addition to the warranties set forth in the Xbox 360 PLA, Publisher additionally warrants and represents that: 9.1 Any and all information, data, logos, software or other materials provided to Microsoft and/or made available to Xbox Live Users via Publisher Hosted Online Content or the Publisher Hosting Services complies with all laws and regulations and does not and will not infringe upon or misappropriate any third party trade secrets, copyrights, trademarks, patents, publicity, privacy or other proprietary rights. 9.2 The Publisher Hosted Online Content and the Publisher Hosting Services do not and will not contain any messages, data, images or programs which are, by law, defamatory, obscene or pornographic, or in any way violate any applicable laws (including without limitation laws of privacy) of the territory where the Publisher Hosted Online Content is distributed or hosted. 9.3 The Publisher Hosted Online Content and the Publisher Hosting Services do not harvest or otherwise collect information about Xbox Live Users, including e-mail addresses, and the Publisher Hosted Online Content and the Publisher Hosting Services do not link to any unsolicited communication sent to any third party. 9.4 Publisher will not serve any Publisher Hosted Online Content that is not approved in the Software Titles Concept. Microsoft Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.