EXHIBIT 10.48

December 17, 2004

Majorem Ltd:

6 Maklef st., Holon 58672

Israel

Gentlemen:

         This letter agreement shall represent a legally binding   agreement (the

"Agreement") by and between Majorem Ltd ("Majorem") and Interplay   Entertainment

Corporation   ("Interplay")   pursuant to which Majorem hereby grants to Interplay

the sole and exclusive   worldwide   right,   outside of the country of Taiwan,   to

publish, promote, distribute and otherwise exploit the interactive software game

known   as   "Ballerium"   (the   "Game")   on the   PC.   Interplay   shall   also   have

prequel/sequel   rights. The term of this Agreement shall commence on the date of

the full execution of this Agreement and shall continue for the economic life of

the product. Majorem shall have audit rights customary in the industry, upon ten

days   written   notice and   limited   to one audit per   fiscal   year with at least

twelve months between each audit.   Interplay may sublicense or assign its rights

to a third   party   without the   express   written   consent of Majorem and Majorem

hereby consents to such   sublicenses and   assignments.   All rights not expressly

granted to Interplay   under this   agreement   are reserved to Majorem   and/or its

respective licensors.

         In   consideration   of the grant of rights   described   above,   Interplay

shall pay to Majorem a fully   recoupable   advance in the amount of $300,000 (the

"Advance") in United States currency as set forth below.   Interplay shall pay to

Majorem   $300,000   within 90 days of signing this Agreement (the "Initial option

period").

         Interplay   shall,   at its own   discretion,   pay the   Advance in twice a

month installments of no less than $20,000 (the "Installment") each. The Initial

option   period   shall be   extended   by 15 days upon   receipt   by Majorem of each

Installment   payment.   The first $20,000 Installment will be made within 45 days

from signing this Agreement.

         Upon payment of the first Installment,   Majorem will resume development

of the Game and reinstate the online Beta testing allowing consumers to download

the game and play it by accessing beta testing servers provided by Majorem.

         If Interplay fails to pay the full $300,000 advance as prescribed, then

all rights   granted to Interplay   under this   agreement   shall revert to Majorem

and/or its   respective   licensors,   at which time   Interplay will only retain an

interest in the Game up to the amount of all Installments it will have paid.

         Interplay will provide the commercial servers,   hosting allowing online

access to the game,   billing and access   customer   service   while   Majorem   will

provide all game content and in-game   customer   service.   Interplay   agrees that

Majorem's   name   will be used in all   publications   made in   conjunction   to the

product, including prompt labeling of any media carrying the product.

         Following   payment by Interplay of the Advance,   Majorem   shall receive

the following additional royalty payments (the "Royalties")   associated with the

exploitation of the game:

         Twenty   percent (20 %) of Interplay's   Net Retail   Receipts (as defined

below) from all sales and   distribution   licenses of the Game.   For   purposes of

this Agreement,   "Net Retail   Receipts"   shall mean the gross receipts   actually

received   and earned by   Interplay   from sales or   distribution   licenses of the

Game, less the following amounts:

         (i)       Any applicable taxes on the sale or license of the Game;

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         (ii)      Amounts reimbursed by customers such as insurance or shipping;

         (iii)     Any cash discounts, freight discounts, mark down allowances or

                  marketing funds required from customers;

         (iv)       Any commissions and/or   distribution fees that must be paid in

                  conjunction with the sale or license of the Game;

         (v)       Amounts for returns, such as credits or refunds;

         (vi)      Currency exchange fees incurred by Interplay;

         (vii)     No royalties to be paid on Product furnished by Interplay on a

                  so   called    "no    charge"    basis   as   demos   to   dealers   or

                  journalists;

         (viii)    With respect to direct sales, all out of pocket costs, such as

                  telephone charges and fulfillment costs;

         (ix)      A marketing   allowance not to exceed 15% of gross sales;   and,

         (x)       Cost of goods.

         Fifty   percent   (50%) of   Interplay's   Net Online   Receipts (as defined

below) from all onlin