AMENDMENT TO
                                 ------------ 

                   GTIS MASTER OPTION AND LICENSE AGREEMENT
                   ----------------------------------------
                               (HOME VIDEO GAME)
                               -----------------

          This amendment agreement (the "First Amendment") is made and entered
 into the 27th day of March, 1996, by and among WMS INDUSTRIES, INC. ("WMS''),
 WILLIAMS ELECTRONICS GAMES, INC. ("WEG"), MIDWAY MANUFACTURING COMPANY
 ("Midway") and WILLIAMS ENTERTAINMENT INC. ("WEI"), each being Delaware
 corporations with offices at 3401 North California Avenue, Chicago, Illinois
 60618, and GT INTERACTIVE SOFTWARE CORP. ("GTIS"), a Delaware corporation with
 offices at 16 East 40th Street, New York, New York 10016.

                              W I T N E S S E T H:
                              - - - - - - - - - -

        WHEREAS, on March 31, 1995 WMS, WEG, Midway, WEI and GTIS entered into
 the GTIS Master Option and License Agreement (Home Video Games) (the "GTIS
 Master Home Video Agreement") pursuant to which the WMS Group granted to GTIS
 certain rights with respect to the manufacture, distribution and sale of
 versions of Games for use on Designated Consumer Game Platforms; and

        WHEREAS, WMS, WEG, Midway, WEI and GTIS desire to amend the GTIS Master
 Home Video Agreement as provided for in this First Amendment.

        NOW, THEREFORE, in consideration of the premises and mutual covenants
 contained herein and other good and valuable consideration, the parties hereto
 agree as follows:

        1. Capitalized terms used, but not defined or revised herein, shall have
 the meaning ascribed to such terms in the GTIS Master Home Video Agreement or
 the form of
 
<PAGE>
 
                                        THE INFORMATION BELOW MARKED BY * HAS 
                                        BEEN OMITTED PURSUANT TO A REQUEST FOR 
                                        CONFIDENTIAL TREATMENT.


Home Video Game Distribution and License Agreement annexed as Exhibit A to the
GTIS Master Home Video Agreement.

        2. This First Amendment shall become effective on the date WII closes
 the acquisition of AGC pursuant to the Stock Purchase Agreement. WMS will give
 GTIS prompt written notice of such closing. If such acquisition does not close
 by June 30, 1996, this First Amendment shall be null and void and of no force
 and effect. The capitalized terms used in this paragraph are defined in
 paragraph 3 of this First Amendment. GTIS' rights, if any, under the GTIS
 Master Home Video Agreement and form of Home Video Game Distribution and
 License Agreement with respect to any games acquired pursuant to the Stock
 Purchase Agreement, and any subsequent sequels, adaptations or other versions
 thereof, shall be subject to all third party rights pursuant to agreements made
 by the Atari Group existing at the Effective Date. All such rights, to the
 extent known by WMS, are set forth on a schedule to a letter dated the date
 hereof and signed by WMS and GTIS.

          3.  Section 1 of the GTIS Master Home Video Game Agreement shall be
 amended to add or replace definitions as follows:

              1.1(a) "AGC" shall mean Atari Games Corporation, a California
         corporation, which is currently a wholly-owned subsidiary of Warner
         Communications Inc., and which is to be sold to WII pursuant to the
         Stock Purchase Agreement.

              1.1(b) "Atari Advance" shall mean the aggregate * Dollars  
         advance by GTIS to WMS pursuant to the Atari Agreements.

                                       2
<PAGE>
 
              1.1(c) "Atari Agreements" shall mean the Master Option and
         License Agreement for Atari PC Games and the Master Option and License
         Agreement for Atari Home Video Games entered into by WMS and GTIS dated
         March 27, 1996."

              1.1(d) "Atari Game" shall mean (i) any game developed or acquired
         by or on behalf of AGC or entities which were affiliates of AGC prior
         to AGC being acquired by WII pursuant to the Stock Purchase Agreement,
         including, without limitation, those games listed on Schedule 1 to this
         First Amendment, and any adaptations of such games for other platforms,
         and (ii) any game currently in development or developed subsequent to
         such acquisition by or on behalf of AGC or a member of the Atari Group,
         or developed, in whole or in substantial part, by any person or persons
         who were employees of AGC or a member of the Atari Group as of the
         closing date of such acquisition and who are employees of any member of
         the WMS Group at the time of such development, and any adaptations of
         such games for other platforms. For purposes of this Section, employees
         shall be deemed to include independent contractors who work a
         substantial portion of their time at the facilities of any member of
         the WMS Group.

              1.1(e) "Atari Group" shall mean AGC, or any entity, a majority of
         whose capital stock is owned, directly or indirectly, by

                                       3
<PAGE>
 
         AGC or with respect to which during the term of this Agreement, AGC,
         directly or indirectly, has the legal power, without the consent of any
         third party, to direct the acquisition of rights to or exploitation of
         Games on Designated Consumer Game Platforms.

              1.1(f) "Business Day" shall mean any day other than a Saturday,
         Sunday or Federal holiday.

              1.4(a) "Early Termination Event" shall mean AGC ceasing to be at
         least 50.1% owned by a member of the WMS Group, or the Atari Group
         transferring a majority of its intellectual property assets and
         licenses to a person or entity who is not a member of the WMS Group.

              1.7 "Game" shall mean any home video game designed for play on a
         specific Designated Consumer Game Platform which has been released for
         commercial shipment in the normal course of business by any member of
         the WMS Group or by any licensee of the WMS Group on such Designated
         Consumer Game Platform for sale in commercial quantities in the United
         States in the normal course of business, but excluding (i) any such
         home video game with respect to which the WMS Group shall, prior to the
         date hereof, have granted rights (or any option, right of first refusal
         or negotiation or other ability to obtain rights which may be
         subsequently exercised) to any third party, including without

  
                                   4
<PAGE>
 
         limitation any sublicensee of the WMS Group, to manufacture, distribute
         or sell such home video game on such specific Designated Consumer Game
         Platform within the Licensed Territory, including any renewals or
         extensions thereof resulting from the exercise of previously granted
         rights; and (ii) any Atari Game. Set forth on Schedule 1 annexed hereto
         is a list of all material agreements pursuant to which the WMS Group,
         other than the Atari Group, has, prior to March 31, 1995, granted
         rights to manufacture, distribute and sell such home video games on
         Designated Consumer Game Platforms within the Licensed Territory, but
         excluding any agreements pursuant to which the WMS Group has granted
         rights to home video games based on games which have been released for
         commercial shipment prior to March 31, 1995 in the normal course of
         business by the WMS Group or by any sublicensee of the WMS Group as
         coin-operated video or pinball games or on any dedicated home video
         game platform or agreements pursuant to which the WMS Group has granted
         rights to any derivative or sequel to any such released coin-operated
         video, pinball or home video game. A home video game shall be deemed a
         separate Game with reference to the specific Designated Consumer Game
         Platform on which it has been designed for play.

                                       
                                       5
<PAGE>
 
              1.11 "Initial Option Period" shall mean the period commencing on
         the date hereof and ending on June 30, 2001; provided, however, if the
         Atari Advance has not been fully recouped by June 30, 2001, the Initial
         Option Period shall be extended to a date which is the earlier to occur
         of (i) June 30, 2003, or (ii) the date on which the Atari Advance is
         fully recouped. In determining whether the Atari Advance has been fully
         recouped for all purposes under this Agreement, amounts owed by GTIS
         but not yet reported, paid or credited to the Licensor shall be deemed
         recouped by GTIS. The Initial Option Period may be further extended
         under the following circumstances. If (a) an Early Termination Event
         occurs prior to June 30, 2000, and (b) GTIS shall not have fully
         recouped the Atari Advance by the end of the Initial Option Period as
         extended pursuant to the first sentence of this Section 1.11 (as such
         date may be further extended from time to time by future amendments or
         extensions other than the extensions next referred to in this
         sentence), then the Initial Option Period shall be further extended to
         a date which is the earlier to occur of (x) the date on which the Atari
         Advance is fully recouped or (y) the date, to the nearest calendar
         quarter end, determined by adding to the date the Initial Option Period
         as

                                      6
<PAGE>
 
         extended would have expired, the number of days between the
         occurrence of the Early Termination Event and June 30, 2001.
              
              1.23(a) "Pirate" shall mean an individual or entity which
         counterfeits a game or sells counterfeit games.

              1.27(a) "Stock Purchase Agreement" shall mean the Stock Purchase
         Agreement dated February 23, 1996 between Warner Communications Inc.
         and WII pursuant to which Warner Communications Inc. has agreed to sell
         and WII has agreed to purchase all of the outstanding stock of AGC.

              1.27(b) "WII" shall mean Williams Interactive Inc., a wholly-owned
         subsidiary of WMS.

         4.  The GTIS Master Home Video Agreement shall be amended to add a new
Section 2.8 which shall read as follows:

              Royalties payable to WMS pursuant to Schedule B of the Home Video
         Game Distribution and License Agreement are measured by the wholesale
         price of Licensed Product. Accordingly, reasonably in advance of
         WMS' decision to enter into a developer contract and reasonably in
         advance of GTIS' initial release of the Licensed Product, GTIS shall
         advise WMS, at WMS' request, of GTIS' expected pricing strategy and the
         reasons therefor. Nothing herein shall be deemed to restrict GTIS'


                                       7
<PAGE>
 
         freedom in selecting wholesale sales prices it considers appropriate,
         which shall be in GTIS' sole discretion.

         5.   The GTIS Master Home Video Agreement shall be amended to add a new
Section 2.9 which shall read as follows:

              If, under Section 2.1 of any Home Video Game Distribution and
         License Agreement entered into under this Agreement, Licensor has
         granted written approval (which shall not be unreasonably withheld) to
         Licensee of a specific sublicensee for the Licensed Property, such
         approval shall apply to the sublicensing by that sublicensee of all
         Licensed Properties licensed to Licensee under Home Video Game
         Distribution and License Agreements entered into under this Agreement,
         subject to the following: (i) the sublicense agreements shall contain
         provisions with respect to quality of Licensed Product, trademarks,
         copyrights, materials, other intellectual property rights, rights of
         additional sublicensing or assignment, termination rights,
         confidentiality, accounting, auditing, reporting and payment procedures
         in form agreed to by GTIS and WMS, and the form as so agreed to may be
         used by all approved sublicensees described in clause (iii) below;
         provided that if such form is not so used, any other form to be used
         shall be subject to prior approval as provided in this subsection (i);
         (ii) no such blanket approval shall

                                       8
<PAGE>
 
                                        THE INFORMATION BELOW MARKED BY * HAS 
                                        BEEN OMITTED PURSUANT TO A REQUEST FOR 
                                        CONFIDENTIAL TREATMENT.


         be deemed given with respect to Licensed Properties as to which
         approval requirements imposed by third parties, such as the NFL and
         NBA, apply; (iii) if the sublicense is for a Marketing Area other than
         those designated as Key Marketing Areas in such Home Video Game
         Distribution and License Agreement and if the expected sales volume in
         such Marketing Area, in GTIS' good faith judgment, is an average of *
         units or less per SKU per year, Licensee will not be required to obtain
         Licensor's prior written approval of the terms of such license but
         Licensee will be required to provide a copy of each sublicense to
         Licensor within ten (10) Business Days after GTIS enters into such
         sublicense; and (iv) if the Marketing Area is designated as a Key
         Marketing Area or if, in GTIS' good faith judgment, the expected sales
         volume for such Marketing Area is more than an average of * units per
         SKU per year, Licensee will be required to obtain Licensor's prior
         written approval, which Licensor will not unreasonably withhold, of the
         terms of a sublicense for such Marketing Area even if the identity of
         the sublicensee has been previously approved; provided, however, if a
         sublicense is for multiple platforms and multiple games, the approval
         of the sublicense will be deemed to be approval for all Games
         distributed under that sublicense (subject to clause (ii)). Anything to
         the contrary notwithstanding, (x) if a

                                       9
<PAGE>
 
         previously approved sublicensee becomes an Exporter or a Pirate,
         Licensee will immediately upon becoming aware thereof notify Licensor
         of the identity of such Exporter or Pirate and as soon as practicable
         terminate the sublicense upon request by Licensor, and (y) Licensor and
         Licensee will review every two years the identity of sublicensees, and
         those sublicensees who previously received blanket approval as provided
         in the first sentence of this Section and who are no longer considered
         acceptable by Licensor, in the exercise of Licensor's reasonable
         judgment, will no longer have such blanket approval and will be subject
         to Licensor's prior approval with respect to all future sublicenses, in
         accordance with the approval procedures set forth above. Licensee shall
         use all reasonable efforts to cause each agreement with its
         sublicensees to permit Licensee to terminate such agreement immediately
         if such sublicensee shall be or become an Exporter or a Pirate.

         6. Section 7 of the GTIS Master Home Video Agreement and Section 16 of
the form of Home Video Game Distribution Agreement annexed as Exhibit A thereto
shall be amended to add at the end thereof, the following:

              With respect to this Agreement and the Home Video Game
         Distribution and License Agreements entered into in connection
         herewith, each of WMS Group and GTIS agree to use reasonable efforts to
         ensure that either of them may disclose the proprietary


                                      10
<PAGE>
 
         information of the other (including, without limitation, the software
         source code and tools relating to any Game), only to those persons
         within their organizations who have a need to know such information in
         order to perform its obligations under this Agreement and the Home
         Video Game Distribution and License Agreements and any such disclosure
         shall be limited to the information which needs to be known. Further,
         neither the WMS Group nor GTIS shall use any such proprietary
         information for purposes other than the performance of its obligations
         under this Agreement and the Home Video Game Distribution and License
         Agreements.

         7.   Paragraph 12.1 of the GTIS Master Home Video Agreement shall be
amended to delete the parenthetical language "(including its sublicenses and
affiliates as one party)" in the last sentence of such Section and by replacing
the words "as long as that party remains fully liable for its obligations
hereunder" at the end of the second sentence of such Section 12.1 with the words
"as long as both the assignee and the assignor remain fully liable for
assignor's obligations hereunder."

         8. Section I of the form of Home Video Game Distribution and License
Agreement, annexed as Exhibit A to the GTIS Master Home Video Agreement, shall
be amended by adding at the end thereof the following:


                                      11
<PAGE>
 
                                        THE INFORMATION BELOW MARKED BY * HAS 
                                        BEEN OMITTED PURSUANT TO A REQUEST FOR 
                                        CONFIDENTIAL TREATMENT.

                                    
              Capitalized terms used, but not defined herein, shall have the
         meaning ascribed to such terms in the GTIS Master Agreement.

         9.   Schedule B to the Home Video Game Distribution and License
Agreement shall be amended as follows:

              9.1. The paragraph under the heading "Recoupment" shall be amended
to replace the words "earned and otherwise payable" on the first and second
lines of such paragraph by the words "applied or accrued" and to replace the
words "actually paid" in line seven of such paragraph by the words "applied or
accrued."

              9.2. A new paragraph shall be added at the end of the last
paragraph under the heading "Recoupment" on Schedule B to the Home Video Game
Distribution and License Agreement which shall read as follows:

              "If the Atari Advance has not been fully recouped by GTIS on the
         date on which the total of recoupable amounts under this Agreement and
         Other Home Video Game Distribution and License Agreements equals the *
         Dollars Minimum Guaranteed Royalty and Guaranteed Advance Royalty paid
         by the Licensee under the GTIS Master Agreement, then royalties
         otherwise payable under this Agreement shall be recoupable against the
         Atari Advance in the manner set forth in this Schedule B until the
         Atari Advance shall be fully recouped. In determining whether the Atari
         Advance has been fully recouped,


                                      12
<PAGE>
 
         amounts owed by GTIS but not yet reported, paid or credited to the
         Licensor shall be deemed recouped by GTIS. If in respect of any royalty
         payment period royalties are available for recoupment of the Atari
         Advance under any one or more of the distribution and license
         agreements entered into under the Atari Agreements, the GTIS Master
         Agreement and the GTIS Master Option and License Agreement dated
         December 28, 1994, as amended (the "GTIS Master PC Agreement"), the
         Atari Advance shall be recouped from royalties in the following order
         of priority: (i) royalties payable under distribution and license
         agreements entered into under the Atari Agreements; (ii) royalties
         payable under distribution and license agreements entered into under
         the GTIS Master PC Agreement; and (iii) royalties payable under
         distribution and license agreements entered into under the GTIS Master
         Agreement.

         10.  WMS hereby confirms to GTIS that it is WMS' present intention that
it will maintain a separate Atari Group games design organization and that any
member of the design teams working for that organization will work solely on the
creation of Atari Games.  WMS further confirms that it will use all reasonable
efforts to maintain such separate organization.


                                      13
<PAGE>
 
         11.  In the event of conflicts between the provisions of the GTIS 
Master Home Video Agreement and the Home Video Game Distribution and License
Agreement, the provisions of the GTIS Master Home Video Agreement shall prevail.

              IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first above written .

                                 WMS INDUSTRIES INC.


                                 By: /s/ NEIL NICASTRO
                                    -------------------------------------
                                         Neil Nicastro


                                 WILLIAMS ELECTRONICS GAMES, INC.


                                 By: /s/ NEIL NICASTRO
                                    -------------------------------------
                                         Neil Nicastro
                                 

                                 MIDWAY MANUFACTURING COMPANY


                                 By: /s/ NEIL NICASTRO
                                    -------------------------------------
                                         Neil Nicastro


                                 WILLIAM ENTERTAINMENT INC.
                                 

                                 By: /s/ 
                                    -------------------------------------


                                 GT INTERACTIVE SOFTWARE CORP.


                                 By: /s/ RONALD CHAIMOWITZ
                                    -------------------------------------
                                         Ronald Chaimowitz

                                       14
<PAGE>
 
         11.  In the event of conflicts between the provisions of the GTIS 
Master Home Video Agreement and the Home Video Game Distribution and License
Agreement, the provisions of the GTIS Master Home Video Agreement shall prevail.

              IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first above written .

                                 WMS INDUSTRIES INC.

                                 
                                 By: 
                                     ------------------------------------

                                 WILLIAMS ELECTRONICS GAMES, INC.


                                 By:
                                     ------------------------------------
                                
                                 MIDWAY MANUFACTURING COMPANY
                                

                                 By:
                                     ------------------------------------

                                 WILLIAMS ENTERTAINMENT INC.


                                 By: /s/ BRIAN COOK
                                     ------------------------------------
                                         Brian Cook
                                

                                 GT  INTERACTIVE SOFTWARE CORP.
                                 

                                 By:  /s/ RONALD CHAIMOWITZ
                                     ------------------------------------
                                          Ronald Chaimowitz



                                       14
<PAGE>
 
                                  SCHEDULE 1
                                  ----------
                                 ATARI LIBRARY
                                 -------------
                      (Not including Projects in Process)
                      -----------------------------------
 RELEASED COIN-OP TITLES

DATE                                    PRODUCT

Nov - 72                                Pong
Jul - 83                                Space Race
Sep - 73                                Pong Doubles
Oct - 73                                Gotcha color
Oct - 73                                Gotcha
Oct - 73                                Elimination (KEE)
Feb - 74                                Super Pong                             
Feb - 74                                Rebound                             
Mar - 74                                Spike (Kee)                             
Mar - 74                                Quadrapong                             
Mar - 74                                Gran Track 10
Apr - 74                                Formula K (Kee)
Apr - 74                                World Cup
Apr - 74                                World Cup CKT
May - 74                                Pong CKT                       
Jun - 74                                Touch Me
Jul - 74                                Twin Racer (KEE)
Jul - 74                                Trak 10
Aug - 74                                Gran Trak 20
Aug - 74                                Puppy Pong                        
Aug - 74                                Trak 20
Sep - 74                                Dr. Pong
Oct - 74                                Pin Pong                        
Nov - 74                                Tank                        
Nov - 74                                Qwak                        
Jan - 75                                Dodgeball                        
Jan - 75                                Pursuit
Apr - 75                                Indy 800 (KEE)
Apr - 75                                Highway                        
May - 75                                Crossfire (KEE)                        
May - 75                                Tank II (KEE)                        
Jun - 75                                Anti Aircraft                        
Jul - 75                                Goal IV                        
Sep - 75                                Jaws
Oct - 75                                Steeplechase                        
Oct - 75                                Crash N Score
Oct - 75                                Jet Fighter                        
Dec - 75                                Jet Fighter CKT
Jan - 76                                Stunt Cycle                        
Mar - 76                                Outlaw
Apr - 76                                Tank 8 (KEE)
Apr - 76                                Quiz Show (KEE)                        
Apr - 76                                Breakout                        
May - 76                                Indy 4
Jul - 76                                Breakout CKT
 
                                                             Schedule A; Page 2
<PAGE>
 
Jul  - 76                               Cops N Robbers
Jul  - 76                               Fly Ball (KEE)
Aug  - 76                               Lemans
Oct  - 76                               Night Driver
Nov  - 76                               Sprint II (KEE)
Nov  - 76                               F-1
Nov  - 76                               The Atarians Pin
Jan  - 77                               Dominos
Feb  - 77                               Dominos CKT
Apr  - 77                               Triple Hunt
Apr  - 77                               Triple Hunt Single
Apr  - 77                               Night Driver SD
May  - 77                               Sprint 8 (KEE)
Jun  - 77                               Time 2000 Pin
Jun  - 77                               Pool Shark
Jun  - 77                               Drag Race (KEE)
Jul  - 77                               Starship
Sep  - 77                               Super Bug (KEE)
Sep  - 77                               Two Game Module
Sep  - 77                               Airborne Avenger Pin
Oct  - 77                               Destroyer
Nov  - 77                               Canyon Bomber
Dec  - 77                               Sprint 4
Jan    78                               Sprint 1
Feb  - 78                               Ultra Tank (KEE)
Feb  - 78                               Middle Earth Pin
Mar  - 78                               Sky Raider
Mar  - 78                               Tournament Table
Apr  - 78                               Avalanche
Jun  - 78                               Fire Truck
Jun  - 78                               Sky Diver
Jul  - 78                               Smokey Joe
Sep  - 78                               Super Breakout
Sep  - 78                               Space Rider Pin
Oct  - 78                               Atari Football
Nov  - 78                               Orbit
Feb  - 79                               Video Pinball
Mar  - 79                               Superman Pin
Apr  - 79                               Hercules Pin
May  - 79                               Basketball
May  - 79                               Subs
Jun  - 79                               Baseball
Aug  - 79                               Lunar Lander
Apr  - 79                               4PL Atari Football
Nov  - 79                               Asteroids
Apr  - 80                               Asteroids CKT
Apr  - 80                               Soccer
Apr  - 80                               Monte Carlo
Jun  - 80                               Asteroics Cabaret
Jun  - 80                               Missile Command
                                         

                                                              Schedule A, Page 3
<PAGE>
 
Aug  - 80                        Missile Command CKT        
Sep  - 80                        Missile Command Cabaret
Sep  - 80                        Missile Command SD         
Nov  - 80                        Battle Zone                
Dec  - 80                        Battle Zone Cabaret        
Apr  - 81                        Asteroids Deluxe Cabaret
Apr  - 81                        Warlords                   
Apr  - 81                        Warlords CKT               
May  - 81                        Asteroids Deluxe           
May  - 81                        Asteroids Deluxe CKT       
May  - 81                        Red Baron SD               
Jun  - 81                        Centipede                  
Jun  - 81                        Red Baron                  
Jun  - 81                        Battle Zone Open Face      
Jul  - 81                        Centipede CKT 13"         
Jul  - 81                        Centipede CAB              
Sep  - 81                        Centipede CKT 19"         
Oct  - 81                        Tempest                    
Dec  - 81                        Tempest CKT                
Dec  - 81                        Tempest Cabaret            
Feb  - 82                        Space Duel                 
Apr  - 82                        Dig Dug                    
Apr  - 82                        Space Duel CKT             
Jun  - 82                        Kangaroo                   
Jun  - 82                        Dig Dug CKT                
Jun  - 82                        Dig Dug CAB                
Jun  - 82                        Gravitar                   
Nov  - 82                        Millipede                  
Nov  - 82                        Liberator                  
Nov  - 82                        Quantum                    
Nov  - 82                        Pole Position              
Nov  - 82                        Pole Position SD           
Feb  - 83                        Xevious                    
Feb  - 83                        Black Widow                
Feb  - 83                        Milipede CKT               
Mar  - 83                        Food Fight                 
May  - 83                        Arabian                    
May  - 83                        Star Wars                  
May  - 83                        Star Wars SD
May  - 83                        Food Fight CKT
Jul  - 83                        Crystal Castles
Nov  - 83                        Major Havoc
Nov  - 83                        Pole Position II
Nov  - 83                        Crystal Castles CKT
Jan  - 84                        Firefox
Feb  - 84                        Firefox SD
Mar  - 84                        TX-1 SD
Jun  - 84                        I, Robot
Sep  - 84                        Return of the Jedi
Dec  - 84                        Marble Madness SYS 1

                                                              Schedule A; Page 4
<PAGE>
 
Mar - 85                         Empire Kit
Apr - 85                         Paperboy SYS 2
Jul - 85                         Pack Rat SYS 1
Jul - 85                         Pack Rat (KIT)
Jul - 85                         Temple of Doom SYS 1
Jul - 85                         Temple of Doom Kit
Oct - 85                         Gauntlet
Apr - 86                         Super Sprint
May - 86                         Gauntlet 2 Player
Jul - 86                         Road Runner SYS 1
Jul - 86                         Road Runner Kit
Aug - 86                         Gauntlet II
Aug - 86                         Guantlet II 4 player kit
Aug - 86                         Gauntlet II 2 player kit
Sep - 86                         Champ Sprint SYS 2
Sep - 86                         Champ Sprint Kit
Dec - 86                         720
Feb - 87                         Rolling Thunder
Mar - 87                         Road Blaster SYS 1
Mar - 87                         Road Blaster Kit
Mar - 87                         Road Blaster SD
May - 87                         Dunk Shot
Jul - 87                         A.P.B.
Jul - 87                         Dragon Spirit
Sep - 87                         RBI Baseball Kit
Nov - 87                         Xybots
Dec - 87                         Pacmania
Feb - 88                         Blasteroids
Apr - 88                         Galaga '88
Apr - 88                         Galaga '88 Kit
Apr - 88                         Vindicators
May - 88                         Pot Shot
May - 88                         Final Lap SD
Jun - 88                         Toobin
Aug - 88                         Assault
Sep - 88                         Cyberball
Oct - 88                         Final Lap UR
Feb - 89                         Tetris Kit
Feb - 89                         Hard Drivin SD
Feb - 89                         Splatterhouse PCB
Feb - 89                         Vindicator Kits
Jun - 89                         Hard Drivin Compact
Jun - 89                         Escape
Jun - 89                         Escape Kit
Aug - 89                         Cyberball 2072 4 player
Sep - 89                         Cyberball 2072 2 player
Sep - 89                         Stunrunner
Oct - 89                         Cyberball 2072 Conv. Kit
Nov - 89                         Cyberball 2 PL Univ. Kit
Nov - 89                         Skull & Crossbones
                                

                                                              Schedule A; Page 5

<PAGE>
 
Nov - 89                         Skull & Crossbones Kit
Dec - 89                         4 Trax Moving
Jan - 90                         Badlands
Jan - 90                         Badlands Kit
Jan - 90                         Cyberball vs. Kit
Feb - 90                         Klax
Feb - 90                         Klax Cabaret
Feb - 90                         Klax Kits (Incl. Japan)
Apr - 90                         4 Trax Stationary
Jun - 90                         Gumball Rally
Jun - 90                         Hydra
Jun - 90                         Hydra Kits
Jul - 90                         ThunderJaws Kits
Aug - 90                         Pitfighter
Aug - 90                         Race Drivin SD
Oct - 90                         Race Drivin SD Conv. Kits
Nov - 90                         Tetris Cabaret
Nov - 90                         Shuuz
Nov - 90                         Shuuz Kits
Dec - 90                         Race Drivin Compact
Feb - 91                         Rampart
Mar - 91                         Pitfighter 2 PL Kits
Apr - 91                         Batman Kits
Apr - 91                         Rampart Kits Incl. Japan
Apr - 91                         Race Drivin UR Conv. Kits
Apr - 91                         Race Drivin Intl. Kits
May - 91                         Race Drivin Panorama
Jun - 91                         Road Riot
Sep - 91                         Steel Talons
Oct - 91                         Off the Wall Kit
Apr - 92                         Relief Pitcher Game
May - 92                         Relief Pitcher Kit
Jun - 92                         Guardians of the Hood
Jul - 92                         Guardians of the Hood Kit
Jul - 92                         Moto Frenzy Deluxe
Sep - 92                         Moto Frenzy Mini
Nov - 92                         Space Lords
Mar - 93                         Knuckle Bash Kit
Jun - 93                         World Rally Kits
Oct - 93                         Showcase '33
Jul - 94                         T-MEK
Aug - 94                         Primal Rage Showcase 33
Sep - 94                         Primal Rage Family Cabinet
Oct - 94                         Cops
Sep - 95                         Hoop It Up
Nov - 95                         Area 51 33" Showcase
Nov - 95                         Area 51 25"
 
                                                              Schedule A; Page 6
<PAGE>
 
RELEASED CONSUMER TITLES


DATE                        TITLE                       FORMAT
 
                            After Burner                NES
                            Alien Syndrome              NES
                            Fantasy Zone                NES
88                          Gauntlet                    NES                    
                            Klax                        NES                   
                            Ms. Pacman                  NES                    
88                          Pacman                      NES                    
                            Pacmania                    NES 
88                          RBI Baseball                NES                    
                            RBI 2 Baseball              NES                    
                            RBI 3 Baseball              NES 
                            Road Runner                 NES 
                            Rolling Thunder             NES 
                            Shinobi                     NES 
                            Skull & Crossbones          NES 
                            Super Sprint                NES 
May - 89                    Tetris                      NES 
                            Temple of Doom              NES 
                            Toobin                      NES 
                            Vindicators                 NES 
Jun - 95                    RBI 95                      32X
Oct - 94                    Battlecorps                 Sega CD AFL
Feb - 95                    BC Racers                   Sega CD AFL

                                                              Schedule A; Page 7
<PAGE>
 
Nov - 94                    Lawnmowerman                Sega CD AFL          
Dec - 94                    Soulstar                    Sega CD AFL          
Dec - 95                    Wayne Gretsky               PC CD ROM            
Sep - 95                    Primal Rage                 PC CD ROM            
Nov - 94                    Rise of the Robots          PC CD ROM            
Nov - 94                    Rise of the Robots          PC Floppy Disk       
Jun - 95                    Striker                     Europe CD ROM        
Nov - 94                    Rise of the Robots          Europe CD ROM        
Sep - 95                    Primal Rage                 Europe CD ROM        
Jun - 95                    Striker                     Europe Disk          
Jun - 95                    Rise of the Robots          Europe Disk          
Jun - 95                    Rise of the Robots          Amiga-Europe         
                            PGA Tour Golf               Europe Game Gear     
                            KLAX                        Europe Game Gear     
                            Marble Madness              Europe Game Gear     
                            Paperboy                    Europe Game Gear     
                            Popils                      Europe Game Gear     
Dec - 94                    PGA Tour II                 Europe Game Gear     
Jun - 95                    Rise of the Robots          Europe Game Gear     
                            World Cup Soccer            Europe Game Gear     
Aug - 95                    Primal Rage                 Gameboy              
Mar - 95                    Kawasaki Superbike          Game Gear AFL        
Dec - 93                    Desert Strike               Game Gear AFL        
Dec - 93                    Formula 1                   Game Gear AFL         
                            Prince of Persia            Game Gear AFL        

                                                              Schedule A; Page 8
<PAGE>
 
                            Super Space                 Game Gear AFL       
                            Invaders                                        
 Mar - 95                   Kawasaki Superbike          Genesis             
                            Davis Cup Tennis            Genesis             
                            Dragon's Fury               Genesis             
                            Dick Vitale                 Genesis             
                            Basketball                                      
 Dec - 93                   Dragon's Revenge            Genesis             
 Nov - 93                   Gauntlet 4                  Genesis             
 Nov - 94                   Generations Lost            Genesis             
                            Grindstormer                Genesis             
                            Hard Drivin                 Genesis             
                            Klax                        Genesis             
 Nov - 94                   Lawnmowerman                Genesis             
                            Ms. Pacman                  Genesis             
                            Paperboy 2                  Genesis             
                            Paperboy                    Genesis             
                            Pitfighter                  Genesis             
                            Pacmania                    Genesis             
Nov - 93                    Awesome Possum              Genesis             
                            Prince of Persia            Genesis             
Dec - 93                    Race Drivin                 Genesis             
Aug - 95                    Primal Rage                 Genesis             
                            Rampart                     Genesis             
                            RBI 93                      Genesis              
                            RBI 94                      Genesis
  
                                                              Schedule A; Page 9
<PAGE>
 
                            RBI 3 Basketball            Genesis             
                            RBI 4                       Genesis             
                            Road Blasters               Genesis             
Nov - 94                    Red Zone                    Genesis             
                            Sylvester & Tweety          Genesis             
                            Steel Talons                Genesis             
Jun - 95                    Wayne Gretzky               Genesis             
                            Bubba N' Stix               Genesis    AFL      
Nov - 93                    Formula 1                   Genesis    AFL      
                            James Bond                  Genesis    AFL      
Nov - 94                    Marko & His Magic           Genesis    AFL      
                            Soccer Ball                                     
                            MIG 29                      Genesis    AFL      
                            Chuck Rock II               Game Gear           
Dec - 93                    PGA Tour Golf               Game Gear           
                            Klax                        Game Gear           
                            Marble Madness              Game Gear           
                            Paperboy 2                  Game Gear           
                            Paperboy                    Game Gear           
Nov - 94                    PGA Tour II                 Game Gear           
                            Popils                      Game Gear           
Aug - 95                    Primal Rage                 Game Gear           
Nov - 94                    RBI 94                      Game Gear           
Dec - 94                    Rise of the Robots          Game Gear           
                            World Cup Soccer            Game Gear           
Oct - 95                    Power Drive Rally           Jaguar               
         
         
                                                            Schedule A; Page 10
<PAGE>
 
Dec - 95                    Primal Rage                 Jaguar CD           
                            Davis Cup Tennis            Mega Drive-Europe    
                            Dragon's Fury               Mega Drive-Europe    
                            Dick Vitale                 Mega Drive-Europe    
                            Basketball                                       
                            Dragon's Revenge            Mega Drive-Europe    
                            Gauntlet 4                  Mega Drive-Europe    
                            Hard Drivin                 Mega Drive-Europe   
                            Kawasaki Superbike          Mega Drive-Europe   
                            Klax                        Mega Drive-Europe   
                            Lawnmowerman                Mega Drive-Europe   
                            Paperboy                    Mega Drive-Europe   
                            Paperboy 2                  Mega Drive-Europe   
                            Pitfighter                  Mega Drive-Europe   
                            Pacmania                    Mega Drive-Europe   
                            Rampart                     Mega Drive-Europe   
                            RBI 94                      Mega Drive-Europe   
Nov - 94                    Red Zone                    Mega Drive-Europe   
Aug - 94                    Sylvester & Tweety          Mega Drive-Europe   
                            Steel Talons                Mega Drive-Europe   
Mar - 95                    Mega Swiv                   Mega Drive-Europe   
                            A.C. Adapter                Gameboy              
                            A.C. Adapter                Genesis              
                            A.C. Adapter                SNES                 
                            A.C. Adapter                Game Gear            
                            Control Pad                 Genesis              

                                                            Schedule A; Page 11
<PAGE>
 
                            Control Pad                 NES
                            Control Pad                 SNES
                            Hi-Freq Control             Genesis
                            Pad
                            Hi-Freq Control             NES
                            Pad
                            Hi-Freq Control             SNES
                            Pad
                            Hi-Freq Magnifier           Game Gear
                            Hi-Freq Night               Gameboy
                            Sight
                            Hi-Freq Power Clip          Gameboy
                            w/adaptor
                            Hi-Freq Power Clip          Game Gear
                            R.F. Switch                 All
                            Night Sight                 Gameboy
                            Power Clip w/A.C.           Gameboy
                            adaptor                       
                            Power Clip                  Gameboy
                            Wayne Gretzky Kit           Rest of World
                            Wayne Gretzky               Mega Drive-Rest of
                                                        World
                            Kawasaki Superbike          SNES-Rest of World
                            Primal Rage Kit             Rest of World 
Sep - 95                    Primal Rage                 PC CD ROM-Rest of
                                                        World
Sep - 95                    Primal Rage                 Gameboy-Rest of
                                                        World
Aug - 95                    Primal Rage                 SNES-Rest of World
 
                                                             Schedule A; Page 12
<PAGE>
 
Sep - 95                    Primal Rage                 Mega Drive-Rest of
                                                        World
Jul - 95                    Striker                     Spindle PC CD ROM-   
                                                        REST of World   
                            Virtua Racing               Saturn-Rest of  
                                                        World           
Dec - 95                    Last Gladiators             Saturn          
Nov - 95                    Virtua Racing               Saturn          
Sep - 93                    Robo Aleste                 Sega CD         
                            PGA Tour Golf               Master System-  
                                                        Europe          
                            Klax                        Master System-  
                                                        Europe         
                            Ms. Pacman                  Master System-  
                                                        Europe         
                            Rampart                     Master System-  
                                                        Europe         
Dec - 95                    Wayne Gretzky               SNES             
Dec - 95                    Kawasaki Superbike          SNES             
Aug - 95                    Primal Rage                 SNES               
Jun - 95                    Super RBI                   SNES                
                            Blasteroids                 Computer Software
                            Rolling Thunder             Computer Software
Dec - 95                    Primal Rage                 Sony PSX           
Dec - 95                    Zero Divide                 Sony PSX           
                            Klax                        NEC Turbografix    
                            Return Fire                 Sony PSX           
                            Constructor                 Sony PSX         
                            T-MEK                       Sony PSX           
                                                                           

                                                             Schedule A; Page 13
<PAGE>
 
                            Area 51                     Sony PSX
                            Wayne Gretzky II            Sony PSX
                            Wheels                      Sony PSX

                                                             Schedule A; Page 14
<PAGE>
 
                                   SCHEDULE 1
                                   ---------
                              PROJECTS IN PROCESS
                              -------------------
                                (ATARI PC Games)
                                --------------- 
    
TITLE                             PLATFORM
Area 51                           CD-ROM
Constructor                       Win '95/Mac-CD
Crisis                            Win '95
Dark Hermetic Order               PC CD-ROM
Gretzky Hockey                    PC CD-ROM
Gretzky II                        Win '95
Primal Rage                       Mac-CD
RBI 96                            EBM PC; CD-ROM
Return Fire                       CD-ROM
T-Mek                             PC; CD-ROM
<PAGE>
 
                                  SCHEDULE 2
                                  ---------- 
                              PROJECTS IN PROCESS
                              -------------------
                              (HOME VIDEO GAMES)
                              ------------------

TITLE                             PLATFORM
-----                             --------              
Area 51                           Saturn; PSX
Constructor                       PSX
Gretzky 11                        PSX
Gretzky Arcade                    Ultra 64
Last Gladiators                   Saturn
Power Drive                       Jaguar
Primal Rage                       Saturn; PSX
Return Fire                       PSX; Saturn
T-Mek                             PSX
Toonfighter                       PSX
Virtua Racing                     Saturn
Wheels (Driver)                   PSX
Zero Divide                       PSX

Source: OneCLE Business Contracts.