SECOND AMENDMENT TO
                              -------------------

                    GTIS MASTER OPTION AND LICENSE AGREEMENT
                    ----------------------------------------

         This second amendment agreement (the "Second 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.


                                  WITNESSETH:
                                  -----------

         WHEREAS, on December 28, 1994 WMS, WEG, Midway, WEI and GTIS entered
into the GTIS Master Option and License Agreement (the "GTIS Master PC
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 Multipurpose Computer Platforms; and

         WHEREAS, on March 31, 1995, WMS, Midway, WEI and GTIS entered into an
Amendment to the GTIS Master PC Agreement (the "First Amendment"); and

         WHEREAS, WMS, WEG, Midway, WEI and GTIS desire to further amend the
 GTIS Master PC Agreement as provided for in this Second 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:
<PAGE>
 
        1.  Capitalized terms used, but not defined or revised herein, shall
have the meaning ascribed to such terms in the GTIS Master PC Agreement or the
form of Home Computer Software Distribution and License Agreement annexed to the
GTIS Master PC Agreement as Exhibit A.

        2.  This Second Amendment shall become effective on the date WII closes
the acquisition of AGC pursuant to the Stock Purchase Agreement (the "Effective
Date").  WMS will give GTIS prompt written notice of such closing.  If such
acquisition does not close by June 30, 1996, this Second 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 Second Amendment.  GTIS' rights, if
any, under the GTIS Master PC Agreement and form of Home Computer Software
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 PC 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.

                                       2
<PAGE>
 
                                    THE INFORMATION BELOW MARKED BY * HAS BEEN 
                                    OMITTED PURSUANT TO A REQUEST FOR 
                                    CONFIDENTIAL TREATMENT.



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

              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.l(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 I to this
         Second 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

                                       3
<PAGE>
 
         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 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 Multipurpose Computer Platforms.

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

             1.2(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.

             1.4  "Game" shall mean any coin-operated video game (including
         kits), any home video game and any on-line game, released or intended
         to be released, by any member of the WMS Group for sale in commercial
         quantities in the normal course of business; provided, however, that
         Game shall not include any Atari Game.  Home video games shall include
         games designed for play

                                       4
<PAGE>
 
         on dedicated home systems, such as those marketed by Nintendo, Sega,
         Atari, Sony, etc. as well as on multipurpose home computers, such as
         those marketed by IBM and Apple.

             1.7(a) "Milestones" shall mean the defined tasks in the process of
         the development of a Technically Acceptable Master Disk as are deemed
         sufficiently important such that the achievement of such tasks will
         entitle the developer to receive a payment, the amount of such payment,
         the standards for approval which will entitle that developer to receive
         such payment and the circumstances under which the development
         arrangement may be terminated prior to completion.

             1.9(a) "PC Option Expiration Date" shall have the meaning ascribed
         in Section 2.1 hereof.

             1.9(b) "PC Extended Expiration Date" shall have the meaning
         ascribed in Section 2.1 hereof.

             1.9(c) "Pirate" shall mean an individual or entity which
         counterfeits a game or sells counterfeit games.

             1.10(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.

                                       5
<PAGE>
 
             1.11(a) "WII" shall mean Williams Interactive Inc., a wholly-owned
          subsidiary of WMS.

    4.  The GTIS Master PC Agreement shall be amended to add at the end of
Section 2.1 thereof, the following:

             If the Atari Advance has not been fully recouped by the expiration
         date (determined after giving effect to all Extension Events) of GTIS'
         first option to acquire licenses under this Section 2.1 (the "PC Option
         Expiration Date"), such expiration date shall be extended to a date
         which is the earlier to occur of (i) two years from the PC Option
         Expiration Date, or (ii) the date on which the Atari Advance is fully
         recouped.  Such new expiration date is hereafter referred to as the "PC
         Extended Expiration Date." 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 expiration date may be further
         extended under the following circumstances.  If (a) an Early
         Termination Event occurs more than one year prior to the PC Extended
         Expiration Date, and (b) GTIS shall not have fully recouped the Atari
         Advance by the PC Extended Expiration Date (as such date may be
         extended from time to time by future amendments or extensions of GTIS'
         first option other than by reason of this

                                       6
<PAGE>
 
         sentence), then the expiration date 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 PC Option Expiration Date the
         number of days between the date of the Early Termination Event and the
         PC Option Expiration Date.

         5.  Section 2.7 of the GTIS Master PC Agreement shall be amended as
follows:
              5.1. Section 2.7.1 shall be amended by adding the following to the
first sentence "; provided, that this Section 2.7.1 shall not apply to Accepted
Games as to which GTIS has exercised its rights of review and approval under
Section 2.11 hereof. "

              5.2. Section 2.7.2 shall be amended by adding the following to the
first sentence "; provided that this Section 2.7.2 shall not apply to Accepted
Games as to which GTIS has exercised its rights of review and approval under
Section 2.11 hereof."

              5.3. Former Section 2.7.3 shall be renumbered as "2.7.4" and any
references within that Section and in the GTIS Master PC Agreement to Section
2.7.3 shall be deemed as amended to read "Section 2.7.4." A new sentence shall
be added after the first sentence of new Section 2.7.4 which shall read as
follows: "If GTIS fails to respond in writing to WMS' notice within ten (10)
Business Days after receipt thereof by GTIS, GTIS shall be deemed to have
consented to WMS' election to terminate development."

              5.4. A new Section 2.7.3 shall be added which shall read as
follows:

                                       7
<PAGE>
 
        "2.7.3.   Subject to the provisions of 2.11 hereof, GTIS shall
bear 50% of the actual costs of development of any Section 2.4 Game or Section
2.5 Game as to which GTIS has exercised its rights of review and approval under
Section 2.11."

         6.   The GTIS Master PC Agreement shall be amended to add a new Section
2.11 which shall read as follows:

             Anything in Sections 2.4 or 2.5 to the contrary notwithstanding, in
         the event that after March 31, 1996 the WMS Group desires to hire a
         third party developer to develop a Technically Acceptable Master Disk
         for an Accepted Game, GTIS shall have the right to review and approve
         (such approval not to be unreasonably withheld) the proposed Milestones
         prior to the WMS Group entering into a binding agreement with such
         developer (such right of review and approval shall not extend to any
         terms of the developer agreement other than the Milestones).  The WMS
         Group shall notify GTIS in writing of its intention to hire such third
         party developer and GTIS shall notify WMS in writing within five (5)
         Business Days after receipt of the WMS Group notice that GTIS desires
         to exercise its right of review and approval of Milestones.  GTIS'
         failure to timely notify WMS shall be deemed its election not to
         exercise such right of review and approval.  If GTIS shall exercise
         such right, GTIS and WMS shall negotiate in good faith to reach
         agreement with respect to the proposed Milestones as

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


         promptly as practicable.  If such agreement is not reached within ten
         (10) Business Days after receipt by WMS of GTIS' aforesaid notice, then
         WMS may notify GTIS of Milestones which are acceptable to WMS and GTIS
         shall have three (3) Business Days after receipt of such notice to
         accept such Milestones.  If GTIS does not accept such Milestones within
         such three (3) Business Day period, WMS may proceed to enter into an
         agreement with such developer as if GTIS had elected not to exercise
         its right of review and approval.  If a developer agreement is signed
         following acceptance by GTIS of the Milestones as aforesaid, upon
         approval by GTIS and WMS of the material delivered or other
         requirements of each of such Milestones, GTIS shall pay to WMS * % of
         the Milestone payment within five (5) Business Days after GTIS receives
         WMS' invoice therefor. Such payment shall be credited against the
         obligations of GTIS to pay WMS * % of the actual costs of code
         development simultaneously with the receipt of a Technically Acceptable
         Master Disk set forth in Sections 2.4 and 2.5. With respect to any
         Technically Acceptable Master Disk for which GTIS is obligated to 
         fund * % of the Milestone payments, if WMS exercises its rights in
         Section 2.7.4 to terminate development, the following shall apply: (i)
         if GTIS consents to such termination, neither WMS nor GTIS shall be
         entitled to any

                                       9
<PAGE>
 
                                    THE INFORMATION BELOW MARKED BY * HAS BEEN 
                                    OMITTED PURSUANT TO A REQUEST FOR 
                                    CONFIDENTIAL TREATMENT.


         reimbursement of the Milestone payments previously made by the other,
         or (ii) if GTIS withholds its consent to such termination, if permitted
         by the developer agreement, GTIS may take over the responsibility for
         development of a Technically Acceptable Master Disk with the developer
         and fund the balance of the development costs. Upon receipt by WMS of a
         notice from GTIS that GTIS has received a Technically Acceptable Master
         Disk with respect to the Game, WMS shall pay to GTIS, the amount, if
         any, by which * % of the original development budget approved by WMS
         exceeds the Milestone payments previously made by WMS. If GTIS has
         fully funded its obligations to make Milestone payments theretofore
         due, GTIS may elect to terminate its obligations to make Milestone
         payments with respect to future Milestones on which the developer has
         not yet commenced work; provided that GTIS may not so elect unless the
         agreement with the developer permits WMS to terminate its obligations
         to the developer by making payments only for Milestones previously
         achieved or in work or GTIS agrees to pay * % of any actual costs of
         terminating the developer agreement. If GTIS properly elects to
         terminate its obligation to make Milestone payments, (i) if WMS agrees
         to such termination and also terminates the developer agreement,
         neither WMS nor GTIS shall be entitled to any

                                      10
<PAGE>
 
                                    THE INFORMATION BELOW MARKED BY * HAS BEEN 
                                    OMITTED PURSUANT TO A REQUEST FOR 
                                    CONFIDENTIAL TREATMENT.

         reimbursement of the Milestone payments previously made by the other,
         or (ii) if WMS elects to continue development of the Technically
         Acceptable Master Disk, GTIS shall be entitled to reimbursement of the
         Milestone payments previously made by it upon completion by WMS of the
         Technically Acceptable Master Disk, but GTIS shall be deemed to have
         waived any future rights to distribute or license the version of the
         Game embodied in the Technically Acceptable Master Disk. GTIS shall
         hold WMS harmless for any claims by developers against the WMS Group by
         reason of GTIS' failures to make timely Milestone payments as required
         under this Section. WMS shall use all reasonable efforts to cause
         agreements with developers entered into after March 31, 1996 which
         relate to Technically Acceptable Master Disks for which GTIS is making
         * % of the Milestone payments to provide for GTIS to have the right to
         assume the rights and obligations under that agreement should WMS elect
         to terminate the agreement and GTIS elect to continue it. If both WMS
         and GTIS elect to terminate a developer agreement and any proceeds are
         subsequently generated from the abandoned project, the proceeds shall
         be shared by WMS and GTIS in proportion to their Milestone payments
         made with respect to such abandoned project. All ownership and rights
         in software, artwork, literary text, designs

                                      11
<PAGE>
 
         and other works, and all intellectual property relating thereto, which
         would have vested in a member of the WMS Group but for such termination
         shall vest in such member of the WMS Group, not GTIS, even if GTIS
         assumes the developer agreement, and the WMS Group shall remain
         entitled to all of the benefits of the representations and warranties,
         indemnifications, confidentiality provisions, restrictions, covenants
         and other obligations of the developer which would survive termination
         of such agreement. The provisions of tlus Section 2.11 are in all
         cases subject to the provisions of Section 2.12. For developer
         agreements in respect of which GTIS has agreed to make Milestone
         payments, the WMS Group shall provide GTIS a copy of the final version
         of the developer agreement within ten (10) Business Days after the same
         is signed; provided, however, that the WMS Group shall have the right
         to redact any information in that agreement relating to third parties
         which does not affect GTIS' rights or obligations.

         7.  The GTIS Master PC Agreement shall be amended to add a new Section
2.12 which shall read as follows:

             2.12  If permitted under existing agreements with third parties,
         WMS agrees to submit its choice of third party developers to be
         selected under Sections 2.4 and 2.5 of this Agreement to GTIS for GTIS'
         approval, such approval not to be unreasonably

                                      12
<PAGE>
 
         withheld, and, GTIS shall notify WMS of its decision with respect to
         such developer within five (5) Business Days after receipt by GTIS of
         WMS' notice. If the Technically Acceptable Master Disk being developed
         is based upon a coin-operated game which has been released within the
         24 month period preceding WMS' request for GTIS' approval of the
         developer, or is released after such request for approval but prior to
         the release of the home version of such Game, WMS shall have the final
         decision in selecting the developer if a representative of WMS' coin-
         operated game development group advises GTIS in writing that the
         selection of a particular developer is important to such group. In all
         other circumstances, if GTIS reasonably disapproves of the developer
         suggested by WMS, that developer shall not be used and a new developer
         shall be selected by WMS subject to GTIS' right of approval as provided
         above in this Section 2.12.

         8.  The GTIS Master PC Agreement shall be amended to add a new Section
2.13 which shall read as follows:

             Royalties payable to WMS pursuant to Schedule B of the Home
         Computer Software Distribution and License Agreement are measured by
         the wholesale prices of Licensed Product.  Accordingly, reasonably in
         advance of WMS' decision to enter into a developer contract and
         reasonably in advance of GTIS'

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

         9.  The GTIS Master PC Agreement shall be amended to add a new Section
2.14 which shall read as follows:

             If, under Section 2.1 of any Home Computer Software 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 Computer Software
         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

                                      14
<PAGE>
 
                                    THE INFORMATION BELOW MARKED BY * HAS BEEN 
                                    OMITTED PURSUANT TO A REQUEST FOR 
                                    CONFIDENTIAL TREATMENT.

         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 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 Computer Software
         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

                                      15
<PAGE>
 
         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 previously approved
         sublicensee becomes an Exporter (as such term is defined in Exhibit A
         to the GTIS Master Option and License Agreement (Home Video) dated
         March 31, 1995) 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.


                                      16
<PAGE>
 
         10. Section 7 of the GTIS Master PC Agreement shall be amended to add
at the end thereof, the following:

             With respect to this Agreement and all Home Computer Software
         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 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 Computer
         Software 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 Computer Software Distribution and
         License Agreements.

         11. Paragraph 5 of the First Amendment shall be amended to provide that
Section 10.1 of the GTIS Master PC 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

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

hereunder" at the end of the second sentence of such Section 10.1 with the
words "as long as both the assignee and the assignor remain fully liable for
assignor's obligations hereunder."

          12. For purposes of the last paragraph of Paragraph 13 of the First
Amendment (i) distribution of a coin-operated video or pinball game by any
member of the Atari Group or a former affiliate of any member of the Atari Group
shall be deemed distribution by Licensor or its affiliates; and (ii) all
references to "Licensor or any of its affiliates" shall be amended to read,
"Licensor or any entity which at any time was or is an affiliate of any member
of the WMS Group or the Atari Group." The following shall be added immediately
preceding such last paragraph:

              Anything in the foregoing paragraphs to the contrary
          notwithstanding, where the Licensed Property has not been embodied in
          a coin-operated video or pinball game, whether distributed by Licensor
          or any entity which at any time was an afffliate of any member of the
          WMS Group or the Atari Group, Licensee may elect to pay an alternative
          royalty therefor.  The alternative royalty shall equal the sum of the
          royalty percentage payable in accordance with the table set forth in
          Schedule B plus the Licensee's share of Third Party Fees and
          Royalties, but in no event shall the alternative royalty exceed * % of
          the actual Net Wholesale Sales Price of the Licensed Product;
          provided, however, that anything in the foregoing paragraphs or this
          paragraph to the contrary notwithstanding, under no circumstances

                                      18
<PAGE>
 
                                    THE INFORMATION BELOW MARKED BY * HAS BEEN 
                                    OMITTED PURSUANT TO A REQUEST FOR 
                                    CONFIDENTIAL TREATMENT.


          shall royalties, whether regular royalties, Substitute Royalties or
          alternative royalties, be less than * of the Third Party Fees and
          Royalties payable with respect to the sale of Licensed Products.

          12.1. Section 1 of the Home Computer Software Distribution and
License Agreement shall be amended by adding at the end thereof, the following:

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

          12.2.  Section 3.2 of the Home Computer Software Distribution and
License Agreement shall be amended to add as the first clause thereof, the
following:

              After the end of the Japan Territory Period, as defined in the
          letter between WMS and GTIS dated March 27, 1996, captioned "Japan
          Territory."

         13.  Schedule B to the Home Computer Software Distribution and License
Agreement shall be amended as follows:

          13.1. Paragraph 2 under the heading "Adjustment to Royalties" shall
be amended by adding at the end thereof, the following which shall be deemed a
clarification of the practice currently being followed by Licensee and Licensor:

              In cases where Licensed Products are bundled, net proceeds from
          bundling shall be treated in the same manner as net proceeds from
          sublicensees; provided, however, that if Licensee is also the

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


          manufacturer of products for bundling, the fee to Licensee shall
          equal * % rather than   *    % of net proceeds.

          13.2.  A new Paragraph 4 shall be added after paragraph 3 under the
heading "Adjustment to Royalties" which shall read as follows:

              4.  For purposes of Paragraphs 1 and 2 above, the fees, royalties
          or other participations referred to in clause 3 of Section
          1.9  shall not be excluded in determining "Third Parties Fees and
          Royalties." For avoidance of doubt, advances payable to developers
          shall continue to be excluded.

          13.3.  The paragraph under the heading "Recoupment" shall be amended
to replace the word "paid" on the first line of such paragraph by the words
"applied or accrued" and to insert the words "applied or accrued by Licensee"
between the words "Recoupable Amounts" and "under" on line 6 of such paragraph.

          13.4.  A new paragraph shall be added at the end of the paragraph
under the heading "Recoupment" 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 Computer Software Distribution and License Agreements
          entered into pursuant to the GTIS Master Agreement equals the *
          Dollars Option and Advance Fee and Guaranty paid by the Licensee under
          the GTIS Master Agreement, then royalties otherwise payable

                                      20
<PAGE>
 
         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, 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 (Home Video Games) dated March 31, 1995, (the "GTIS
         Master Home Video Agreement"), the Atari Advance shall be recouped from
         royalties in the following order: (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 Agreement; and (iii)
         royalties payable under distribution and license agreements entered
         into under the GTIS Master Home Video Agreement.

         14.  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.

                                      21
<PAGE>
 
WMS further confirms that it will use all reasonable effort to maintain such
separate organization.

         15.   In the event of conflicts between the provisions of the GTIS
Master Agreement and the Home Computer Software Distribution and License
Agreement, the provisions of the GTIS Master Agreement shall prevail.
                          
                                      22
<PAGE>
 
        IN WITNESS WHEREOF, the parties have executed this Second Amendment as
of the day and year first above written.


                                 WMS INDUSTIES 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


                                 WILLIAMS ENTERTAINMENT INC.


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


                                 GT INTERACTIVE SOFTWARE CORP.


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

                                       23
<PAGE>
 
        IN WITNESS WHEREOFF, the parties have executed this Second Amendment as
of the day and year first above written.



                                 WMS INDUSTRIES INC.


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



                                 WILLIAMS ELECTRONICS GAMES, INC.


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



                                 MIDWAY MANUFACTURING COMPANY


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



                                 WILLIAMS ENTERTAINMENT INC.


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


                                 GT INTERACTIVE SOFTWARE CORP.


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

                                       23
<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
 
<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-I
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
<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
 
<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
 
<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"
<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    
<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             
<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               
<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 - 4             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
<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
<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
 
<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

 
<PAGE>
 
                    Area 51                   Sony PSX

                    Wayne Gretzky II          Sony PSX
                    
                    Wheels                    Sony PSX
<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                                                 IBM 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 II                                             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.