Williams GTI Atari IP License Agreement (1996)



         WHEREAS, Williams Interactive Inc. ("WII"), a wholly-owned subsidiary
of WMS, has entered into an agreement with Warner Communications Inc. for the
acquisition of the stock of Atari Games Corporation ("AGC"); and

         WHEREAS, AGC is engaged in the business of designing, manufacturing and
selling coin-operated amusement games and software products for dedicated home
game systems and multipurpose home computers; and

         WHEREAS, GTIS is engaged in the business of publishing, manufacturing
and distributing entertainment software products; and

         WHEREAS, GTIS desires to acquire certain rights from WMS and AGC and
other subsidiaries of AGC with respect to Games, as such term is defined herein,
and WMS desires to grant and to cause AGC to grant such rights to GTIS;



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