amendment number three to the october 24, 2008 sales agreement this amendment number three ( “ amendment 3 ” ), effective as of june 1, 2009 ( the “ amendment 3 effective date ” ), amends the sales agreement dated october 24, 2008 between zoo publishing, inc. ( “ zoo ” ) and atari, inc. ( “ atari ” ), in full force and effect as of the date hereof ( the “ sales agreement ” ). this amendment 3, when fully executed, shall constitute the further understanding between the parties with respect to the sales agreement, as follows : 1. 1. “ platforms, ” shall include microsoft xbox 360 ( xbox360 ), nintendo game boy advance system ( gba ), nintendo dual screen system ( ds ), nintendo dsi system ( dsi ), nintendo wii system ( wii ), sony playstation portable ( psp ), sony playstation 2 ( ps2 ), sony playstation 3 ( ps3 ) and the personal computer, and any and all derivatives and successors thereof. ” 2. 2. all rights granted to atari in the sales agreement shall be limited to the following wholesalers and retailers in the territory : wal - mart, sam ’ s club, jack of all games, gamestop and target ( the “ atari accounts ” ). the right to sell the video games to the atari accounts shall be exclusive to atari. atari shall not sell the video games to any other retailers, wholesalers or customers and zoo shall have the right to sell to all wholesalers, retailers and other customers except for the atari accounts. in the event atari does not pay zoo for any purchase order ( s ) for the atari accounts in accordance with the agreement and does not render such payment within 10 days of receipt of zoo ’ s subsequent written request for such payment relating to any purchase order ( s ) for the atari accounts, and such purchase order ( s ) do not represent a material change from the sales forecast as set forth in paragraph 5 of this amendment 3, the atari account ( s ) subject to such request will be automatically deleted from the definition of atari accounts and zoo shall be free to sell to such account ( s ) with no payment obligations to or by atari. for clarity, atari shall no longer have any right to sell to such account ( s ). in addition, on or after november 1, 2009, the parties shall reassess the business relationship, including the feasibility of adding wholesalers and retailers to the atari accounts.