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

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