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EXHIBIT 10.7

ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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This agreement ("Agreement") is entered into as of November 13, 1998,
("Effective Date") by and between Intel Corporation, having a place of business
at 2200 Mission College Blvd., Santa Clara, California, 95054 ("Intel") and
LAUNCH Media Inc., having a place of businesses at 2700 Pennsylvania Avenue,
Santa Monica, CA 90404 ("Publisher") on behalf of themselves and their
respective worldwide subsidiaries.

BACKGROUND

A. Intel plans to release a processor having Katmai New Instructions
technology (the "Katmai Technology") and desires to engage Publisher to
develop a subscription product entitled LAUNCH 3D (the "Product") which is
able to use the enhanced Katmai capabilities.

B. Intel will provide Publisher with technical assistance and fees for
Publisher to develop the Product and grant the rights set out in this
Agreement.

AGREEMENT

Intel and Publisher agree as follows:

1. PUBLISHER'S EFFORTS.

1.1 THE SUBSCRIPTION. The Product to be developed and delivered under this
Agreement is named LAUNCH 3D and is more particularly described in the
Product Requirements Document ("PRD") set forth in Attachment A. The
Product includes the versions for all PC platforms, and includes all
updates and enhancements thereof made during the term of this Agreement
and the collateral material specified in Attachment B.

1.2 COMMITMENT TO DEVELOP. Publisher shall use commercially reasonable efforts
to develop and deliver to Intel the Product according to the milestones
set forth in Section 3 and the Development Schedule in the PRD. Acceptance
criteria for the Product are contained in the PRD and include, at a
minimum, the requirements that the Product shall be merchantable, stable,
and shall make use of the Katmai Technology. The Product must therefore,
at a minimum and as early as the Alpha prototype stage set forth in
Section 3.1 herein, noticeably demonstrate the advantages of the Katmai
Technology on an Intel processor containing the Katmai Technology, a
[ * ]

1.3 LANGUAGES. The Product shall be available in retail [ * ] months after
the Effective Date of this Agreement in the following languages: United
States English. With the Intel assistance listed below in Section 2,
Publisher shall use commercially reasonable efforts to make the Product
available in retail [ * ] months after the Effective Date of this

[ * ] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Agreement in the following languages: United Kingdom English, French,
German, and Japanese.

1.4 PROGRAM REVIEW. Intel, Publisher and any third party(s) working on the
Product for Publisher shall meet at least twice a month to review the
progress of the Product's development, including the milestones set out in
the Development Schedule and the compliance of the Product with the PRD.

2. TECHNICAL ASSISTANCE FROM INTEL.

2.1 HELP. Intel shall provide Publisher with the information, development
software, and the hardware identified on Attachment C ("Intel Technical
Assistance"), and may provide other similar items to Publisher, which
shall collectively be referred to as "Intel Technology."

2.2 AS IS. Intel Technical Assistance and Intel Technology are provided by
Intel to Publisher "as is."

3. FUNDS.

3.1 AMOUNT AND TIMING. Intel will pay funds totaling [*] (the "Funds") to
Publisher. Intel will pay the Funds to Publisher in the amounts specified
below within thirty (30) days after Publisher's accomplishing and
delivering, subject to Intel's reasonable satisfaction and acceptance,
each of the following milestones:

MILESTONE DATE PAYMENT
--------- ---- -------

Contract Signing [*] [*]
Product Specification [*] [*]
Code Drop for Advisory Testing [*]
January '99 LAUNCH Demo (Alpha Prototype) [*] [*]
Artwork Complete
Engine Complete (Optimizations completed) [*] [*]
Feature Complete
Content Complete
Beta/2nd Code Drop for Advisory Testing [*] [*]
Engineering Complete
Release to Manufacturing (Gold Master)
United States English Version Available in [*] [*]
Retail
United Kingdom English, French, German, [*] [*]
Japanese Versions Available in Retail

3.2 USE OF FUNDS. The Funds shall only be used for development or marketing of
the Product until the final deliverable hereunder is accepted by Intel.

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[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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4. INTEL PARTICIPATION IN MARKETING.

4.1 MARKETING. If accepted and timely delivered, Intel may include the Product
in Intel's Katmai Technology marketing efforts. Intel may include the
Product in other marketing activities with the approval of the Publisher.

4.2 LICENSE. Publisher grants to Intel a royalty-free world-wide license, to
demonstrate, display and perform publicly the Product and any related
documentation solely in connection with Intel's marketing activities
allowed in Section 4.1 above for the Product. If Intel needs copies of the
Product for marketing purposes only, Publisher will provide a reasonable
amount of copies.

4.3 OTHER SERVICES. Intel may develop or market products which are directly
competitive with the Product.

5. INTEL'S ROYALTY.

5.1 ROYALTY CALCULATION. In consideration of the Intel Technical Assistance
set forth in Section 2 herein and the other Intel obligations hereunder,
Publisher shall pay to Intel a royalty of [*] of Gross Advertising
Revenues less reasonable sales commissions on the Product until Intel
receives [*]; thereafter, Publisher shall pay to Intel a royalty of [*] of
Gross Advertising Revenues less reasonable sales commissions on the
Product until Intel receives an additional amount of [*]. After Intel
receives a total amount of [*], Publisher shall have no further payment
obligation to Intel. Publisher shall produce [*] issues of the Product
within [*] after the commercial release of the United States English
version of the Product. "Gross Advertising Revenues" means cash received
by Publisher from sales of advertisement in LAUNCH 3D, if any; it does not
include the cash value of any barter advertisement proceeds.

5.2 WEB LINKING. Publisher shall include a link to a url, specified by Intel,
in one of the following forms: (a) in the Product; or (b) on the first
myLAUNCH page that a user reaches after connecting to the Internet from
the Product. The specific form shall be determined in Publisher's sole
discretion.

5.3 DISCOUNTED SUBSCRIPTION PURCHASES. For a period of [*] months after the
Intel shall have the option, at its sole discretion to purchase
subscriptions of LAUNCH 3D at a rate of [*] per [*]-issue subscription or
[*]; and will be adjusted during the term of this contract in the event
[*].

5.4 USE OF AN INTEL LOGO. Publisher will, at Intel's request, use an Intel
logo on the Product's packaging in a manner specified by Intel and
according to standard Intel logo licensing terms [*] under the provisions
of Section 5 herein, at

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[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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which time, Publisher will have no further obligation to use Intel's logo
in any manner. Publisher will not use an Intel logo unless so requested to
do so by Intel.

6. MONEY.

6.1 MANNER OF PAYMENT. All payments shall be made in United States dollars,
and shall be sent to the address specified in this Agreement. Payments
shall be made by wire transfer or, if no wire transfer instructions are
given, by check drawn on a United States bank. Either party may specify
revised instructions and address by written notice to the other.

6.2 PAYMENTS TO INTEL. Payments to Intel shall be by wire transfer to
Citibank, New York, NY for the account of Intel Corporation, General
Account 38385954.

6.3 PAYMENTS TO PUBLISHER. Payments to Publisher shall be made by wire
transfer to:

Imperial Bank
9777 Wilshire Blvd.
Beverly Hills, CA 90212
ABA # 122201444
For Further Credit to: Name: LAUNCH Media, Inc. Acct: #
60073104
Attn: Paul Stewart

6.4 STATEMENTS. Within ninety (90) days after the end of each calendar quarter
during the term of this Agreement Publisher shall pay any amounts due and
shall deliver to Intel at the addresses set out in this Agreement a report
which sets out:

6.4.1 The period covered;

6.4.2 The number of copies of the Product distributed hereunder; and

6.4.3 A royalty statement detailing any and all royalties due Intel
pursuant to Section 5.1 herein.

6.5 RECORDS AND AUDITING. Each party shall maintain complete and accurate
records of the activities performed under this Agreement (including
records of sales and distribution) for a period of five (5) years after
the completion thereof. Records relating to the performance of this
Agreement shall be made available in confidence to other party's
independent certified public accountants (or equivalent for non-U.S.
jurisdictions) upon reasonable notice, at the providing party's place of
business during normal business hours, which records may be used for the
sole purpose of auditing a party's compliance with the Agreement. In the
event that a shortfall greater than ten percent (10%) is discovered in
royalties paid by a party, such audit shall be at the audited party's
expense, and such party shall promptly make up the difference. In no event
shall audits be made hereunder more frequently than once in any year, nor
shall records supporting any quarterly statement be audited more than
once.

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ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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6.6 TAXES. Each party shall be solely responsible for its own taxes, including
any applicable sales taxes and customs duties on items acquired under this
Agreement. To the extent, if any, that the applicable taxing authority
requires withholding of taxes based on payments made hereunder, the paying
party shall withhold such taxes and provide the payee with the
documentation reasonably necessary to claim a credit therefore.

7. TERM, TERMINATION, WHAT IF SOMETHING GOES WRONG.

7.1 TERM OF AGREEMENT. This Agreement's term commences as of the Effective
Date and terminates on the later of: [*}, or until Intel receives [*] in
accordance with the royalty provisions of Section 5.1, unless earlier
terminated or unless extended by agreement of the parties.

7.2 BREACH. Either party may terminate this Agreement by written notice if the
other party is in material breach of any of its terms and fails to cure
such breach within thirty (30) days of written notice of such breach.

7.3 DELAY. Publisher shall promptly notify Intel of any anticipated delay in
meeting the Development Schedule. If it appears that there will be a delay
in having the Product delivered and accepted as set out in this Agreement,
then Intel and Publisher shall meet to discuss an appropriate course of
action in good faith before exercising any of the remedies set out below.
Both parties shall use reasonable judgment and efforts to rearrange
development and ingredient delivery schedules to deal with setbacks, such
as unavailability of specific technology ingredients or difficulty in
developing the Product.

7.3.1 If Publisher's delay is due to causes beyond its reasonable control
then the remaining dates for Publisher's deliverables, and all other
dates calculated from those date(s), shall be extended by a
reasonable amount of time, not in any case to exceed [*] in the
aggregate or the period of any delay in Intel's providing technology
labeled "Critical."

7.3.2 If the Delay will be over [*], then Intel may terminate the
Agreement by written notice to Publisher.

Product

7.4 CONVENIENCE. In addition to the provisions above, Intel may, at its sole
discretion, terminate this Agreement without cause by written notice to
Publisher. If Intel chooses to terminate this Agreement without cause,
Publisher shall be entitled to retain all Funds provided by Intel to
Publisher before the effective date of termination, and Intel shall have
no rights in Publisher's Product.

7.5 EFFECT OF TERMINATION. Upon any termination of this Agreement:

7.5.1 Publisher shall on Intel's written request, return all materials
that Intel had provided hereunder.

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

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ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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7.5.2 The provisions of Section 9 shall survive termination.

7.5.3 Any third-party licenses directly or indirectly granted by a party
under this Agreement shall survive such termination, provided, that
the party granting such license shall be responsible for any
royalties earned on the license under this Agreement.

7.5.4 Publisher may retain that portion of the Funds paid prior to
termination, but if Publisher terminates this Agreement other than
for breach by Intel, and Publisher licenses or otherwise
commercializes the Product in any format or medium, Publisher shall
return the previously advanced Funds to Intel within thirty (30)
days of notification to Intel of termination.

7.6 RIGHTS. Publisher warrants and represents that, to the best of its
knowledge, it has or shall obtain all rights necessary to undertake the
activities described in this Agreement and to grant the licenses described
herein. Publisher shall promptly notify Intel of any charge or claim of
infringement of any third party's right relating to development or
distribution of the Product.

7.7 SUITS BASED ON PRODUCT. Publisher shall defend, indemnify, and hold Intel
and its customers harmless from and against any suit or proceeding brought
against Intel, its subsidiaries or customers, based upon the development
or distribution of Product, including any claim that the Product infringes
any third-party intellectual property right (a "Claim"). Publisher's
indemnity will include all damages and costs awarded, including attorneys'
fees, and settlement costs, provided that Intel shall not settle any Claim
without Publisher's consent.

7.8.1 The indemnified party shall promptly notify Publisher of any Claim
and will provide information, assistance, and cooperation in
defending against it (at Publisher's expense).

7.8.2 The indemnified party will have the right to participate in the
defense of any Claim, at its own expense.

7.8.3 If there appears, in Intel's opinion, to be a reasonable likelihood
that distribution of any portion of the Product may be found to
infringe the rights of any third party, then Intel may terminate the
Agreement or Publisher, at its expense, will either (i) obtain for
Intel or its customers the right to continue to use such Product as
contemplated herein, (ii) modify such Product so that it becomes
non-infringing, but without materially altering its functionality,
or (iii) replace such Product with a functionally equivalent
non-infringing Product.

7.8.4 This indemnity shall not apply to portions of the Product prepared
or provided by the indemnified party.

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ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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8. GENERAL PROVISIONS.

8.1 CONFIDENTIAL TERMS. Except as otherwise provided herein, each party shall
maintain other party's confidential disclosures in confidence pursuant to
CNDA # 68431. Neither party may disclose the existence or terms of this
Agreement without the prior written consent of the other party.

8.2 PRODUCT. Except for the licenses expressly provided here, or in a "shrink
wrap" or other written license, no licenses are granted by either party,
either expressly or by implication, to any intellectual property of the
other. Notwithstanding Intel's ownership in the copyrights in the Intel
Technology, Publisher shall own all copyrights in its own original work,
including its own Products.

8.3 RELATIONSHIP OF PARTIES. The parties are not partners or joint venturers,
or liable for the obligations, acts, or activities of the other.

8.4 AMENDMENTS AND ASSIGNMENTS. Any change, modification or waiver to this
Agreement must be in writing and signed by an authorized representative of
each party. Neither party may assign this Agreement or any portion of this
Agreement to any other party without the other's prior written consent;
provided, however, that each party hereto may assign its rights and
obligations hereunder to a person or entity that acquires substantially
all of its business or assets, or merges with such party, without the
prior written consent of the other party.

8.5 MERGER AND WAIVER. This Agreement is the entire agreement between the
parties with respect to the development and distribution of the Product,
and it supersedes any prior or contemporaneous agreements and negotiations
relating thereto. No waiver of any breach or default shall constitute a
waiver of any subsequent breach or default.

8.6 LIMITED LIABILITY. Neither party shall be liable to the other for lost
profits, expected revenues, or development or support costs arising from
any termination of this Agreement. IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER FOR LOSS OF PROFITS, DATA, OR USE OR ANY SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE THAT THESE
LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING
CONSIDERATION UNDER THIS AGREEMENT.

8.7 EXPORT. Neither party shall export the Product or the Intel Technology in
violation of US or other applicable law.

8.8 NOTICES AND REQUESTS. All notices and requests required or made under this
Agreement must be in writing and shall be personally delivered or if
mailed postage prepaid, certified or registered mail, or overnight courier
to the addresses listed below:

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ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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TO INTEL TO PUBLISHER
Intel Corporation, LAUNCH Media, Inc.
2200 Mission College Blvd., 2700 Pennsylvania Avenue
Santa Clara, California 95052 Santa Monica, CA 90404
ATTN.: GENERAL COUNSEL Attn: Angie Rho
Copy Attn: Sandeep Kundra
Copy Attn: Wendy Hafner

8.9 CHOICE OF LAW. Any claim based on this Agreement shall be governed by the
laws of the State of California and shall be subject to the exclusive
jurisdiction of the state and federal courts located there.

8.10 ATTACHMENTS. The following Attachments are incorporated by reference into
this Agreement:

8.10.1 Attachment A--Product Requirements Document

8.10.2 Attachment B--Marketing Requirements Document

8.10.3 Attachment C--Technical Assistance

8.10.4 Attachment D-Web Linking Requirements

In witness of their agreement, the parties have caused the Agreement to be
executed below by their authorized representatives.

Intel Corporation LAUNCH Media, Inc.

By: /s/ Ron Whittier By: /s/ Robert D. Roback
------------------------------- -----------------------------------
Ron Whittier Robert D. Roback
Sr. Vice President President

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ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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ATTACHMENT A

PRODUCT REQUIREMENTS DOCUMENT ("PRD")

INTEL/LAUNCH MEDIA, INC.
TECHNICAL PRODUCT REQUIREMENTS

DOCUMENT (TPRD)

Disclosure of this document is governed by the terms
of the Non-Disclosure Agreement between

Intel and LAUNCH Media Inc.
and the information contained in the applicable

Confidential Information Transmittal Record.

Technical Issues Approved by:

DRG World Wide
Application Engineering Manager:________________________________________________
James Knapp

Application Engineer Manager:___________________________________________________

Application Engineer:___________________________________________________________

LAST REVISED: 11/12/98
REVISION 3.06

Printed Date: November 12, 1998

================================================================================
INTEL CONFIDENTIAL PAGE - 8

ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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Intel Corporation disclaims all warranties and liabilities for the use of this
document and the information contained herein, and assumes no responsibility for
any errors, which may appear in this document. Intel makes no commitment to
update the information contained herein, and may make changes at any time
without notice. There are no express or implied licenses granted hereunder to
any intellectual property rights of Intel Corporation or others to design or
fabricate Intel circuits or integrated circuits based on the information in this
document. Other products and corporate names may be trademarks or registered
trademarks of other companies, and are used only for explanation and to the
owner's benefit, without intent to infringe.

MMX is a trademark of Intel Corporation.

Pentium is a registered trademark of Intel Corporation.

* Third party brands and names are property of their respective owners.

================================================================================
INTEL CONFIDENTIAL PAGE - 9

ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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TABLE OF CONTENTS

SECTION PAGE
- ------- ----

1 Introduction............................................................11
1.1 Purpose and Scope.............................................11
1.2 Document Revision History.....................................11
2. Definitions of Code Drops...............................................11
2.1 Code Drop 1 or `Alpha' Code Drop..............................11
2.2 Code Drop 2 or `Beta' Code Drop...............................12
2.3 Code Drop 3 or `Gold Master'..................................12
2.4 Comdex Demo Code Drop.........................................12
3. Market Segment Information..............................................12
3.1 Product Specification Information.............................12
3.1.1 Application Overview..........................................12
3.2 Target Market.................................................13
3.2.1 Market Segment................................................13
4. Enhanced Features.......................................................13
4.1 Technical Executive Summary...................................13
4.2 Enhanced Platform Targets.....................................13
4.2.1 Scalability...................................................14
4.3 Katmai New Instructions.......................................14
4.4 Technology Applications.......................................14
4.4.1 3D Graphics...................................................14
4.4.2 Physics/Al Questions..........................................15
4.4.3 Audio.........................................................15
4.4.4 PC Imaging and Video Playback/Editing.........................15
5. System Requirements.....................................................15
5.1 Target System Configuration:..................................15
5.2 Minimum System Requirement:...................................16
5.3 Unique Requirements...........................................16
6. Application Feature Specification.......................................16
7. Dependencies............................................................17

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INTEL CONFIDENTIAL PAGE - 10

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ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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1. INTRODUCTION

This document is to be completed within 14 days of a successful Design Review
meeting. This document will be filled out and submitted to DRG Technical
Management for review. Review of this document will occur within 72 hours of
receipt. Once approved, this document will be sent to Program management for
use, as they deem necessary.

1.1 Purpose and Scope

This document details product-specific information for Launch Media Inc.
software application. Its purpose is to give a broad introduction to the
software Product and features. The PRD is a living document that will go through
several phases of refinement until it is agreed upon and frozen and is designed
to be used as a yardstick for Project Product development life cycle to ensure
mutual agreement on product expectations between Intel and Launch Media Inc. Any
questions regarding format or content of this PRD should be directed to

Garry Weil; garry.weil@intel.com.

1.2 Document Revision History

Revision Number Legend:
V3.0: Generic Edition for Katmai Program

REVISIONS
- --------------------------------------------------------------------------------------------------
VERSION DATE DESCRIPTION AUTHOR
- ------- ---- ----------- ------

V3.0 11/19/1997 Generic Version Intel Corporation

V3.1 9/1/1998 Updated for Launch 3D Product. Sandeep Kundra

2. DEFINITIONS OF CODE DROPS

2.1 Code Drop 1 or `Alpha' Code Drop

o Data structures modified to take advantage of Katmai New Instructions

o Functional incorporation of Katmai New Instructions

o Product's underlying [2D/3D/Video/Audio] Engine reflects preliminary
use of Katmai New Instructions.

o This code drop is stable enough to evaluate at least some of its
functionality on a Katmai-processor-based system. Early pre-release
versions of necessary 3rd party codecs or APIs are present and
interoperable with the Product at this stage.

o Application is stable enough to execute for 1 hour.

2.2 Code drop 2 or `Beta' Code drop

o [*] of content meets agreed-upon targets for Katmai optimizations.

o [*] of Katmai engine optimizations are completed with delivery of the
applications full statistics.

o [*] of Product's functionality is present and usable.

o Application is stable, and does not cause frequent application errors
or system crashes

o All necessary 3rd party codecs or plug-ins are present in pre-release
form (at a minimum) the Product can interact with these plug-ins or
codecs as needed. Additionally, any hardware peripherals necessary to
the features or functionality of the applications are present, and
usable with the application, and the application can recognize the
presence of the

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INTEL CORPORATION 11 CONFIDENTIAL

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
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ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT
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peripherals and interact with them.

2.3 Code drop 3 or `Gold Master'

o Product has completed performance tuning as established and specified
in the Product Requirements Document, and meets or exceeds all
agreed-upon targets (graphics, sound, etc.).

o QA testing is completed.

o Product is feature and content complete.

o Product is fully optimized for performance on the target Intel
platform: Processor with [ * ]

o Product is available on retail shelves (for English gold master, in
U.S.; for foreign language gold master, in specified geographies'
retail store shelves), and can be purchased by an end user.

2.4 Comdex Demo Code Drop

o All the features of a code drop 1 or alpha code drop.

o Must be self-running demo which can demonstrate, even in preliminary
form superior performance on [ * ]

o Should be able to run for at least ten (10) minutes without crashing.

3. MARKET SEGMENT INFORMATION

3.1 Product Specification Information

3.1.1 Application Overview

Project Product is designed as a (please provide a brief description of the type
of application this Product will be . . . i.e. this Product is a puzzle solving
adventure game, based on a 3D world with a third person perspective.) The
application highlights the superior capabilities of the Katmai processor
architecture.

3.2 [Channel] Target Market

3.2.1 Market Segment

[Enter a description of the market segment that the Product is designed for. If
no market segment information is available then state "No Market Segment
Information available for this application".]

4. ENHANCED FEATURES

(Your DEVELOPER's Application Name Here) must make use of advanced capabilities
of Intel's microprocessors and designed technologies (for example, Katmai New
Instructions, Katmai Processor, Intel's MMX(TM) technology instruction set,
Accelerated Graphics Port, and others as specified).

4.1 Technical Executive Summary

An example of a summary could be:

The DEVELOPER will implement several features on the Katmai platform that will
make the product look better on this platform than on previous Intel processors.
Specific DEVELOPER Developer/Engineer will own the technical features, and
specific DEVELOPER Developer/Engineer will own the art features. Application
Engineer of Intel will be responsible for providing the necessary technical
support so that the DEVELOPER can implement these features.

The optimized artwork will include higher polygon object models (6/98) and
higher resolution textures (9/98).

The entire rendering engine will be optimized with [ * ]

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INTEL CORPORATION 12 CONFIDENTIAL

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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A full list of features and timelines can be found in section 5: Application
Feature Specification.

4.2 Enhanced Platform Targets

Include in this section detailed information that will answer questions like:
What functions will benefit from using Katmai new instructions? What performance
increase do you expect from using Katmai new instructions in these functions?
What features will be added and/or will run better on a Katmai processor based
system vs. a Deschutes processor based system?

4.2.1 Scalability

Include in this section detailed information that will answer questions like:
How will platform scalability be implemented in the application? What parts of
the application will scale naturally with higher performance platforms? Which
features will be turned on or off at install and at run-time, and how will this
be determined? What features will be user adjustable? How will the application
perform a performance analysis of the platform at run-time and scale its content
accordingly? What areas of the system will your application analyze (for
example, CPU, system memory, video card, video memory, etc.)?

4.3 Katmai New Instructions

Include in this section detailed information that will answer questions like:
What functions will benefit from using Katmai new instructions? What performance
increase do you expect from using Katmai new instructions in these functions?
Please explain how the following instruction categories apply to your
application: [ * ]

4.4 Technology Applications

4.4.1 3D Graphics

Include in this section detailed information that will answer questions like:
What will be the frame rate, resolution, and color depth of the application?
Will the application use a 3D engine developed in house, or a 3rd party engine?
If 3rd party, please specify. If an in-house engine, how long has the engine
been in development? Is it being developed from scratch or is it an existing
engine that is being ported for use in your new application? If ported, please
describe. If an in-house engine, what other Products has it been used in and
which Products will use it in the future? What precision/data types are required
for calculations?

Examples of written content:

Resolution

(Your DEVELOPER's Name Here) will use the extra bandwidth of the Katmai
processor to display resolutions up to [##] with a minimum 4MB VRAM 3D
graphics accelerator. The application will scale to provide this
resolution as the bandwidth becomes greater, but (Your DEVELOPER's
Application Name Here) will maintain a minimum of 640X480 resolution.

(Your DEVELOPER's Application Name Here) will support the following
acceleration attributes.

Alpha blending, MIP mapping, Gouraud shading, BSP trees, Texture
filtering, Front/Back buffering, [list others].

[What are the HW/SW acceleration capabilities used in (Your DEVELOPER's
Application Name Here) (for example, tristrips, culling...)?]

Increased 3d Object Count

(Your DEVELOPER's Application Name Here) will display [##] times as
many objects with a [##] MHz Katmai processor with an AGP 3D graphics
accelerator, when compared to a 200 MHz Pentium processor enabled with
MMX technology.

4.4.2 Physics/AI Questions

Include in this section detailed information that will answer questions like:
How will physics be used in the application (for example, mass, friction,
dynamics, gravity, vibrations, inverse kinematics, etc.)? Where will these be
demonstrated in the application? How is Al used and will it scale according to
the platform

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(for example, characters become "more intelligent")?

4.4.3 Audio

Include in this section detailed information that will answer questions like:
What are the audio latency requirements? If there is a maximum acceptable
latency, what is it? What are the sampling rates for the various audio systems
(for example, 44.1KHz, 22KHz, 48KHz)? What is the audio resolution? (for
example, 8-bit, 16-bit, 20-bit, 24-bit)? Will the application require mixing of
audio streams at different data rates? Will the user be able to alter the
balance of effects, music, and dialog? Will there be any audio signal processing
in the application? Will there be any real-time effect processing in the
application?

4.4.4 Pc Imaging and Video Playback/editing

Include in this section detailed information that will answer questions like:
What image processing core components will the application use? (proprietary,
3rd party libraries, Intel Image Processing Library, others) How long has the
application's image processing development been going on? Currently, have any of
the core components been optimized for MMX(TM) technology? For the Pentium(R) II
Processor?

5. SYSTEM REQUIREMENTS

This section details the system configuration which is best suited to run (Your
DEVELOPER's Application Name Here).

5.1 Target System Configuration:

o [##] MHz Katmai processor.

o [##] Operating system installed (AGP Supported).

o [##] MB RAM installed.

o 64-bit Video solution.

- - 640x480x16-bit resolution required.

- - 2 MB Video RAM required.

- - 4x AGP Enabled.

o DVD ROM.

o [##] MB available Hard Drive space.

o 16-bit stereo audio solution.

o Keyboard/Mouse/Joystick support.

- - Speakers.

5.2 Minimum System Requirement:

o [##] MHz Pentium processor.

o [xxx] operating system.

o xx MB RAM

o Video Card

- - 640x480x16-bit resolution required.

- - [xxx] MB Video RAM required.

o CD-ROM.

o [xxx] MB available Hard Drive space.

o 16-bit stereo audio solution.

o Keyboard/Mouse/Joystick support.

5.3 Unique Requirements

[List unique requirements for this application.]

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11. 6. APPLICATION FEATURE SPECIFICATION

[enter the information gathered from the DEVELOPER that will give the best
representation of the information required in the table below] The DEVELOPER
will optimize the following features with Katmai New Instructions: (Note: the
dates given below are probable full completion dates, and most will be ready for
basic testing using Katmai New Instructions before the dates given)

[*]

Include a brief description of the next steps. (Example: At the current time,
the DEVELOPER's team would like to perform all Katmai New Instruction
optimizations themselves. Intel will be expected to give a thorough review of
the code and suggest how and where Katmai New Instructions will be best used by
the code, before optimization is to begin. This should occur soon after the
development systems with Katmai New Instruction emulation are delivered. The use
of AE resources for actual coding will be reevaluated at a later time.)

List any other features not specific to Katmai New Instructions:

12. 7. DEPENDENCIES

[List all dependencies for (Your DEVELOPER's Application Name Here).]

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ATTACHMENT B

MARKETING REQUIREMENTS DOCUMENT

Retail DEVELOPER's OEM Collateral Requirements

[*]

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[*]

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[*]

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[*]

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RESPECT TO THE OMITTED PORTIONS.
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[*]

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RESPECT TO THE OMITTED PORTIONS.
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ATTACHMENT C

INTEL'S TECHNICAL ASSISTANCE

INFORMATION

o General information regarding the Katmai New Instructions technology

o Access to Intel's secure web site relating to the technology

o Documentation, such as programming manuals

DEVELOPMENT TOOLS

HARDWARE AND LOANER SYSTEMS

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ATTACHMENT D

WEB LINKING REQUIREMENTS

ADDITIONAL DETAILS ON WEB LINKS (SECTION 5.3.1)

Intel will assign a unique identification, for tracking purposes, to be used by
Publisher in the Intel Link and On Ramp.

The Intel Link points to the home page at the Intel Showcase. Alternatively, if
a product of the Publisher is featured at the Intel Showcase, the Intel Link can
point to the Product page for that particular product. If product is not
featured any longer, Publisher will change the Intel Link to point to the home
page of the Intel Showcase.

Publisher cannot change or resize the Intel Link or any of its components
(graphics, buttons or tags) without Intel's approval.

If Publisher already links to other retailers or establishes relationships with
other retailers between [*] the Intel Link will be
displayed more prominently than such links to other retailers. In any case, the
Intel Link will be placed [*].

Publisher will only link into the Intel Showcase section of any retailers'
software store section that carries the Intel Showcase. Publisher can link to
any section whose content is not related to computer hardware or software.

ADDITIONAL DETAILS ON ON RAMP

During installation of a Publisher's product that carries On Ramp, the
installation routine will copy On-Ramp to the computer, put an icon will on the
computer desktop, and an entry into the Start Menu/Programs Group where the
Publisher's product will be installed.

Before shipment of a product containing On-Ramp, Publisher will test On Ramp to
ensure its proper integration into Publisher's product and installation
routines.

Publisher cannot modify On Ramp without Intel's written approval (including
links, tags, graphics and branding).

ADDITIONAL DETAILS ON TRACKING (SECTION 5.3.6)

Publisher is not entitled to any commission that Intel or any third party pay on
sales originated by a user following the web link from Publisher's site to Intel
or such third party.

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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.