THQ INC, S-8, 1999-03-19

THQ INC
S-8, 1999-03-19
PREPACKAGED SOFTWARE

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<PAGE> 1
As filed with the Securities and Exchange Commission on March 19, 1999
Registration No. 333-
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THQ INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 13-3541686
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

5016 North Parkway Calabasas
Calabasas, California 91302
(Address of Principal Executive Offices with Zip Code)

GAMEFX, INC. 1997 STOCK OPTION PLAN
(Full Title of Plan)

BRIAN J. FARRELL
President and Chief Executive Officer
THQ Inc.
5016 North Parkway Calabasas
Calabasas, California 91302
(818) 591-1310
(Name, Address and Telephone Number,
including Area Code, of Agent For Service)

Copies to:

KENNETH H. LEVIN, Esq.
Sidley & Austin
555 West Fifth Street
Los Angeles, California 90013

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 9,870 shares $19.8125 $195,549 $54.36
par value
======================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1993, as
amended, based upon the exercise price of $19.8125, the average of the high
and low prices of the above described shares on the NASDAQ National Market
System on March 17, 1999 as reported by the National Association of
Securities Dealers Automated Quotation System.

<PAGE> 2

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by THQ Inc., a Delaware corporation (the
"Company" or the "Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the Securities Act, are incorporated by reference and are
made a part hereof:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarters
ended March 31, June 31, September 30, 1998.

(c) The Company's Current Reports on Form 8-K dated January 6, March
30, May 1, July 27, August 12 and September 8, 1998, January 8, 1999 and the
Current Report on Form 8-K/A dated March 10, 1999; and

(d) The Company's Registration Statement on Form 8-A (Registration No.
0-18813), filed with the Commission on September 23, 1991.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, are deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the respective
dates of filing of such documents (such documents, and the documents enumerated
in paragraphs (a) through (d) above, being hereinafter referred to as
"Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such first statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

The Company's Common Stock is registered under Section 12 of the
Exchange Act. See Item 3(d) above.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Under the Delaware General Corporation Law, directors and officers, as
well as other employees or persons, may be indemnified against judgments, fines
and amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation, i.e., a "derivative
action"), and against expenses (including attorney's fees) in any action
(including a derivative action), if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe

II-1

<PAGE> 3

their conduct was unlawful. However, in the case of a derivative action, a
person cannot be indemnified for expenses in respect of any matter as to which
the person is adjudged to be liable to the corporation unless and to the extent
a court determines that such person is fairly and reasonably entitled to
indemnity for such expenses.

Delaware law also provides that, to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action or matter, the corporation must indemnify
such party against expenses (including attorneys' fees) actually and reasonably
incurred by such party in connection therewith.

Expenses incurred by a director or officer in defending any
action may be paid by a Delaware corporation in advance of the final disposition
of the action upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that such party is
not entitled to be indemnified by the corporation.

The Delaware General Corporation Law provides that the
indemnification and advancement of expenses provided thereby are not exclusive
of any other rights granted by bylaws, agreements or otherwise, and provides
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person, whether or not the corporation would have the power to
indemnify such person under Delaware law.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

Brian J. Farrell, the President and Chief Executive Officer
and a director of the Company, has entered into an employment agreement with the
Company pursuant to which the Company has agreed to indemnify Mr. Farrell for
losses, liabilities, damages and expenses incurred as a result of his acting on
behalf of the Company, subject to certain conditions and limitations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4.1 Certificate of Incorporation (Filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-3 (File No
333-32221) (the "Form S-3"), and incorporated herein by
reference).

4.2 Amendment to Certificate of Incorporation (Filed as
Exhibit 3.2 to the Form S-3, and incorporated herein by
reference).

4.3 Amended and Restated Bylaws (Filed as Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998 and incorporated herein by
reference).

4.4* GameFx, Inc. 1997 Stock Option Plan.

4.5* GameFx, Inc. 1997 Stock Option Plan Amended and Restated
Notice of Stock Option Grant

5* Opinion of Sidley & Austin.

23.1* Consent of Deloitte & Touche LLP.

23.2* Consent of Sidley & Austin (Included in Exhibit 5).
</TABLE>

II-2

<PAGE> 4

<TABLE>
<S> <C>
24.1* Powers of Attorney (Set forth on the signature page
hereto).
</TABLE>

- ----------

* Filed herewith

ITEM 9. UNDERTAKINGS.

The Company hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low and the high and of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.

The Company hereby undertakes that, for the purposes of determining any
liability under the Securities Act, each filing of the Company's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-3

<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Calabasas and State of California on the 1st day
of March, 1999.

THQ Inc.

By: /s/ Brian J. Farrell
----------------------------------
Brian J. Farrell, President and
Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature to the Registration Statement appears below
hereby appoints Brian J. Farrell and Fred A. Gysi, and each of them, his
attorneys-in-fact, with full power of substitution and resubstitution, to
execute in the name and on behalf of such person, individually and in the
capacity stated below, and to file, all amendments to this Registration
Statement, which amendments may make such changes in and additions to this
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate.

Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Brian J. Farrell Director, President and Chief March 1, 1999
Brian J. Farrell Executive Officer (Principal
Executive Officer)

/s/ Lawrence Burstein Director February 25, 1999
Lawrence Burstein

/s/ Bruce Jagid Director March 1, 1999
Bruce Jagid

/s/ Jeffrey C. Lapin Director March 1, 1999
Jeffrey C. Lapin

/s/ L. Michael Haller Director March 1, 1999
L. Michael Haller

/s/ James L. Whims Director March 1, 1999
James L. Whims

/s/ Fred A. Gysi Vice President-Finance and March 1, 1999
Fred A. Gysi Administration, Chief Financial
Officer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
</TABLE>

II-4

<PAGE> 6

INDEX OF EXHIBITS

4.2 Amendment to Certificate of Incorporation (Filed as
Exhibit 3.2 to the Form S-3, and incorporated herein by
reference).

4.3 Amended and Restated Bylaws (Filed as Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998 and incorporated herein by
reference).

4.4* GameFx, Inc. 1997 Stock Option Plan.

4.5* Form of Stock Option Agreement for GameFx, Inc. 1997
Stock Option Plan.

5* Opinion of Sidley & Austin regarding the validity of the
securities being registered.

23.1* Consent of Deloitte & Touche LLP.

23.2* Consent of Sidley & Austin, incorporated by reference to
Exhibit 5.

24.1* Powers of Attorney (included on signature page)
</TABLE>

- --------------

* Filed herewith

II-5

<PAGE> 1
EXHIBIT 4.4

GAMEFX, INC.
1997 STOCK OPTION PLAN
As Amended September 30, 1997

1. Purposes of the Plan. The purposes of this Stock Plan are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and
Consultants of the Company and its Subsidiaries and to promote the success
of the Company's business. Options granted under the Plan may be incentive
stock options (as defined under Section 422 of the Code) or non-statutory
stock options, as determined by the Administrator at the time of grant of
an option and subject to the applicable provisions of Section 422 of the
Code, as amended, and the regulations promulgated thereunder. Stock
purchase rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

a. "Administrator" means the Board or any of its Committees
appointed pursuant to Section 4 of the Plan.

b. "Board" means the Board of Directors of the Company.

c. "Code" means the Internal Revenue Code of 1986, as amended.

d. "Committee" means the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan.

e. "Common Stock" means the Common Stock of the Company.

f. "Company" means GameFx, Inc., a Delaware corporation.

g. "Consultant" means any person, including an advisor, who is
engaged by the Company or any Parent or Subsidiary to render
consultative or advisory services and is compensated for such
services, and any director of the Company whether compensated for
such services or not provided that if and in the event the Company
registers any class of any equity security pursuant to the Exchange
Act, the term Consultant shall thereafter not include directors who
are not compensated for their services or are paid only a director's
fees by the Company.

h. "Continuous Status as an Employee" means the absence of any
interruption or termination of the employment relationship by the
Company or any Subsidiary. Continuous Status as an Employee shall not
be considered interrupted in the case of: sick leave, military leave
or any other leave of absence approved by the Board, provided that
such leave is for a period of not more than ninety (90) days, unless
reemployment upon the expiration of such leave is guaranteed by
contract or statute, or unless provided otherwise pursuant to Company
policy adopted from time to time; or in the case of transfers

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<PAGE> 2
between locations of the Company or between the Company, its Subsidiaries
or its successor.

i. "Employee" means any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The
payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

j. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

k. "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

i. If the Common Stock is listed on any established stock exchange or a
national market system including without limitation the National
Market System of the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") System, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid,
if no sales were reported, as quoted on such system or exchange for
the last market trading day prior to the time of determination) as
reported in the Wall Street Journal or such other source as the
Administrator deems reliable;

ii. If the Common Stock is quoted on the NASDAQ System (but not on the
National Market System thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high and low asked prices
for the Common Stock; or

iii. In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the
Board.

l. "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

m. "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

n. "Option" means a stock option granted pursuant to the Plan.

o. "Optioned Stock" means the Common Stock subject to an Option.

p. "Optionee" means an Employee or Consultant who receives an Option.

q. "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

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<PAGE> 3
r. "Plan" means this 1997 Stock Option Plan, as amended from time
to time.

s. "Purchaser" means an Employee or Consultant who exercises a Stock
Purchase Right.

t. "Share" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

u. "Stock Purchase Right" means the right to purchase Restricted
Stock granted pursuant to Section 11 of the Plan.

v. "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 977,000 Shares of Common Stock. The shares may be
authorized, but unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for future grant under the Plan.

4. Administration of the Plan.

a. Procedure.

i. Administration With Respect to Directors and Officers. With
respect to grants of Options or Stock Purchase Rights to
Employees who are also officers or directors of the Company, the
Plan shall be administered by the Board if the Board may
administer the Plan in compliance with Rule 16b-3 promulgated
under the Exchange Act or any successor thereto ("Rule 16-b3")
with respect to a plan intended to qualify thereunder as a
discretionary plan, or a Committee designated by the Board to
administer the Plan, which Committees shall be constituted in
such a manner as to permit the Plan to comply with Rule 16b-3
with respect to a plan intended to qualify thereunder as a
discretionary plan. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise
directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies, however
caused, and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by
Rule 16b-3 with respect to a plan intended to qualify thereunder
as a discretionary plan.

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<PAGE> 4

ii. Multiple Administrative Bodies. If permitted by Rule 16b-3,
the Plan may be administered by different bodies with respect to
directors, non-director officers and Employees who are neither
directors nor officers.

iii. Administration With Respect to Consultants and Other
Employees. With respect to grants of Options or Stock Purchase Rights to
Employees or Consultants who are neither directors nor officers of the
Company, the Plan shall be administered by (A) the Board or (B) a
Committee designated by the Board, which Committee shall be constituted
in such a manner as to satisfy the legal requirements relating to the
administration of incentive stock option plans, if any, of State
corporate and securities laws and of the Code (the "Applicable Laws").
Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies, however caused, and
remove all members of the Committee and thereafter directly administer
the Plan, all to the extent permitted by the Applicable Laws.

b. Powers of the Administrator. Subject to the provisions of the Plan and in
the case of a Committee, the specific duties delegated by the Board to
such Committee, the Administrator shall have the authority, in its
discretion:

i. to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;

ii. to select the officers, Consultants and Employees to whom Options
and Stock Purchase Rights may from time to time be granted
hereunder;

iii. to determine whether and to what extent Options and Stock Purchase
Rights or any combination thereof, are granted hereunder;

iv. to determine the number of shares of Common Stock to be covered by
each such award granted hereunder;

v. to approve forms of agreement for use under the Plan;

vi. to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but
not limited to the share price and any restriction or limitation,
based in each case on such factors as the Administrator shall
determine, in its sole discretion);

vii. to determine the terms and restrictions applicable to Stock
Purchase Rights and the Restricted Stock purchased by exercising
such Stock

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Purchase Rights; and

viii. to make any other such determinations with respect to
awards under the Plan as it shall deem appropriate.

c. Effect of Committee's Decision. All decisions,
determinations and interpretations of the Administrator shall be
final and binding on all Optionees and Purchasers and any other
holders of any Options or Rights.

5. Eligibility for Options.

a. Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option
may, if he is otherwise eligible, be granted an additional Option or
Options.

b. Each Option shall be designated in the written option agreement
as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of the Shares with respect to which
Options designated as Incentive Stock Options are exercisable for
the first time by any Optionee during any calendar year (under all
plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such excess Options shall be treated as Nonstatutory Stock Options.

c. For purposes of Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the
Fair Market Value of the Shares shall be determined as of the time
the Option with respect to such Shares is granted.

d. The Plan shall not confer upon any Optionee any right with respect
to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his right or the
Company's right to terminate his employment or consulting
relationship at any time, with or without cause.

6. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company as described in Section 19 of the Plan. It
shall continue in effect for a term of ten (10) years unless sooner
terminated under section 15 of the Plan.

7. Term of Option. The term of each Option shall be the term stated in
the Option Agreement; provided, however, that in the case of any Stock
Option, the term shall be no more than ten (10) years from the date of
grant thereof or such shorter term as may be provided in the Option
Agreement. However, in the case of an Option granted to an Optionee who,
at the time the Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the term of the Option shall be five (5)
years from the date of grant thereof or such shorter term as may be
provided in the Option Agreement.

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<PAGE> 6
8. Option Exercise Price and Consideration

a. The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the
Board, but shall be subject to the following:

i. In the case of an Incentive Stock Option

(1) granted to an Employee who, at the time of the grant of such
Incentive Stock Option, owns stock representing more than
ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per
Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

(2) granted to any Employee, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on
the date of grant.

ii. In the case of a Nonstatutory Stock Option

(1) granted to a person who, at the time of the grant of such
Option, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise price
shall be no less than 110% of the Fair Market Value per
Share on the date of the grant.

(2) granted to any person, the per Share exercise price shall
be no less than 85% of the Fair Market Value per Share on
the date of grant.

b. The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be
determined by the Administrator (and, in the case of and Incentive
Stock Option, shall be determined at the time of grant) and may
consist entirely of cash, check, other Shares which (x) in the case of
Shares acquired upon exercise of an Option either have been owned by
the Optionee for more than six months on the date of surrender or were
not acquired, directly or indirectly, from the Company, and (y) have a
Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Share as to which said Option shall be
exercised, authorization for the Company to retain from the total
number of Shares as to which the Option is exercised that number of
Shares having a Fair Market Value on the date of exercise equal to the
exercise price for the total number of Shares as to which the Option
is exercised, delivery of a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds required to pay the
exercise price, by delivering

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<PAGE> 7

an irrevocable subscription agreement for the Shares which irrevocably
obligates the option holder to take and pay for the Shares not more
than twelve months after the date of delivery of the subscription
agreement, any combination of the foregoing methods of payment, or
such other consideration and method of payment for the issuance of
Shares to the extent permitted under Applicable Laws. In making its
determination as to the type of consideration to accept, the Board
shall consider if acceptance of such consideration may be reasonably
expected to benefit the Company.

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<PAGE> 8
9. Exercise of Option.

a. Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of the
Plan.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such stock certificate promptly upon exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 13 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

b. Termination of Employment. In the event of termination of an
Optionee's consulting relationship or Continuous Status as an Employee with the
Company (as the case may be), such Optionee may, but only within ninety (90)
days after the date of such termination (or such other period as is set out by
the Administrator in the Option Agreement, but in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise the Option to the extent that Optionee was entitled to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of such termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

c. Disability of Optionee. Notwithstanding the provisions of Section
9(b) above, in the event of termination of an Optionee's consulting relationship
or Continuous Status as an Employee as a result of his disability (as determined
by the Board in accordance with the policies of the Company), Optionee may, but
only within six (6) months from the date of such termination (or such other
longer period as is set out by the Administrator in the Option Agreement, but in
no event later than the expiration date of the term of such Option as set forth
in the Option

8
<PAGE> 9
Agreement), exercise the Option to the extent otherwise entitled to
exercise it at the date of such termination. To the extent that Optionee was
not entitled to exercise the Option at the date of termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

d. Death of Optionee. In the event of the death of an Optionee, the
Option may be exercised, at any time within twelve (12) months following the
date of death (but in no event later than the expiration date of the term of
such Option as set forth in the Option Agreement), by the Optionee's estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent the Optionee was entitled to exercise the
Option at the date of death. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or it Optionee does not
exercise such Option to the extent so entitled within the time specified
herein, the Option shall terminate.

e. Rule 16b-3. Options granted to persons subject to Section 16(b) of
the Exchange Act must comply with Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

10. Non-Transferability of Options. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

11. Stock Purchase Rights.

a. Rights to Purchase Restricted Stock. Stock Purchase Rights may be
issued either alone, in addition to, or in tandem with other awards granted
under the Plan and/or cash awards made outside of the Plan. After the
Administrator determines that it will offer Stock Purchase Rights under the
Plan, it shall advise the offeree in writing of the terms, conditions and
restrictions related to the offer, including the number of Shares that such
person shall be entitled to purchase, the price to be paid, and the time within
which such person must accept such offer, which shall in no event exceed
one-hundred twenty (120) days from the date of grant of the Stock Purchase
Right. For these purposes, the price to be paid shall be no less than 85% of
fair market value on the date of grant of Stock Purchase Right or, in the case
of a greater than 10% shareholder, no less than 100% of the fair market value on
the date of grant. The offer shall be accepted by execution of a Restricted
Stock agreement in the form determined by the Administrator. Shares purchased
pursuant to the grant of a Stock Purchase Right shall be referred to herein as
"Restricted Stock."

b. Repurchase Option. Unless the Administrator determines otherwise, the
Restricted Stock agreement shall grant the Company a repurchase option

9
<PAGE> 10
exercisable upon the voluntary or involuntary termination of the
Purchaser's employment with the Company for any reason (including
death or Disability). The purchase price for Shares repurchased
pursuant to the Restricted Stock agreement shall be the original price
paid by the Purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company. The repurchase option
with respect to the Restricted Stock shall lapse at such rate as the
Committee may determine, but in no event as to less than 20% of the
total shares granted annually.

c. Other Provisions. The Restricted Stock agreement shall contain
such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole
discretion. In addition, the provisions of Restricted Stock agreement
need not be the same with respect to each purchaser.

d. Rights as a Shareholder. Once the Stock Purchase right is
exercised, the Purchaser shall have the rights equivalent to those of
a shareholder, and shall be a shareholder when his or her purchase is
entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Stock Purchase Right
is exercised, except as provided in Section 13 of the Plan.

12. Stock Withholding to Satisfy Withholding Tax Obligations. At the
discretion of the Administrator, Optionees or Purchasers may satisfy
withholding obligations as provided in this paragraph. When an Optionee or
Purchaser incurs tax liability in connection with an Option or Stock
Purchase Right, which tax liability is subject to tax withholding under
applicable tax laws, and the Optionee or Purchaser is obligated to pay the
Company an amount required to be withheld under applicable tax laws, the
Optionee or Purchaser may satisfy the withholding tax obligation by
electing to have the Company withhold from the Shares to be issued upon
exercise of the Option, or the Shares to be issued in connection with the
Stock Purchase Right, if any, that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value
of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined (the "Tax Date").

All elections by an Optionee or Purchaser to have Shares withheld for
this purpose shall be made in writing in a form acceptable to the Administrator
and shall be subject to the following restrictions:

a. the election must be made on or prior to the applicable Tax Date;

b. once made, the election shall be irrevocable as to the particular
Shares of the Option or Right as to which the election is made;

c. all elections shall be subject to the consent or disapproval of the
Administrator;

d. if the Optionee is subject to Rule 16b-3, the election must comply
with the

10
<PAGE> 11

applicable provisions of Rule 16b-3 and shall be subject to such
additional conditions or restrictions as may be required thereunder to
qualify for the maximum exemption from Section 16 of the Exchange Act
with respect to Plan transactions.

In the event the election to have Shares withheld is made by an
Optionee or Purchaser and Tax Date is deferred under Section 83 of the Code
because no election is filed under Section 83(b) of the Code, the Optionee or
Purchaser shall receive the full number of Shares with respect to which the
Option or Stock Purchase Right is exercised but such Optionee or Purchaser
shall be unconditionally obligated to tender back to the Company the proper
number of Shares on the Tax Date.

13. Adjustments Upon Changes in Capitalization, Dissolution or Liquidation or
Merger.

a. Change in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
Option or Stock Purchase Right.

B. Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, to the extent that an Option or Stock Purchase
Right has not been previously exercised, it will terminate immediately prior to
the consummation of such proposed action. The Board may, in the exercise of its
sole discretion in such instances, declare that any Option or Stock Purchase
Right shall terminate as of a date fixed by the Board and give each Optionee
and Purchaser the right to exercise his or her Option or Stock Purchase Right
as to all or any part of the Optioned Stock or Restricted Stock, including
Shares as to which the Option or Stock Purchase Right would not otherwise be
exercisable.

c. Merger or Asset Sale. In the event of a merger of the Company with
or into another corporation or the sale of substantially all of the assets of
the Company:

(i) Except as set forth below in Section 13(c)(iii), each
outstanding Option or

<PAGE> 12
Stock Purchase Right shall be assumed or an equivalent option substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation.
Any Shares subject to a repurchase option of the Company shall be exchanged for
the consideration (whether stock, cash or other securities or property) received
in the merger or asset sale by the holders of the Common Stock for the successor
corporation or a parent or subsidiary of such successor corporation for each
Share held on the effective date of the transaction and such consideration
shall, in the case of securities of the successor corporation, be subject to a
repurchase option with terms consistent to the Company's repurchase option and
in the case of any other property shall be subject to vesting according to the
schedule for the lapse of the repurchase option.

(ii) Except as set forth below in Section 13(c)(iii), in the event
that the successor corporation refuses to assume or substitute for the Option,
the Optionee shall have the right to exercise the Option or Stock Purchase Right
as to all of the vested and exercisable Optioned Stock or Restricted Stock
immediately prior to the effective time of the closing date of the transaction,
as well as an additional 25% of the Shares as to which it would not otherwise be
exercisable, and such Shares shall be fully vested and not subject to any
repurchase option. In the event that the successor corporation fails to assume
the restricted stock purchase agreement pursuant to which the Purchaser
purchased Restricted Stock, the Company's repurchase option shall lapse and the
shares shall be fully vested. If an Option or Stock Purchase Right is
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee or Purchaser that
the Option or Stock Purchase Right shall be exercisable to the extent set forth
above for a period of fifteen (15) days from the date of such notice, and the
Option or Stock Purchase Right shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option or Stock Purchase Right
shall be considered assumed if, following the merger or sale of assets, the
Option or Stock Purchase Right confers the right to purchase or receive, for
each Share of Optioned Stock or Restricted Stock subject to the Option or Stock
Purchase Right immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets was not solely Common Stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock
or Restricted Stock subject to the Option or Stock Purchase Right, to be solely
common stock of the successor corporation or its Parent equal in Fair Market
Value to the per share consideration received by holders of Common Stock in the
merger or sale of assets.

(iii) In the event that Electronic Arts Inc. ("EA") exercises its
option to purchase all of the outstanding securities of the Company pursuant to
the Buyout Option Agreement and the Merger Agreement as described in the
Information Statement regarding the Description of Transactions with EA (copies
of each of which shall be provided to each Optionee), EA shall have the option
to either (i) assume each outstanding Option as set forth in Section 13(c)(i)
hereof or (ii) cancel all outstanding Options. If EA elects to cancel such
Options, then each Optionee shall be entitled to receive as consideration for
the cancellation of an Option, cash from EA, without interest, in an amount
equal to (i) the number of Shares of

12
<PAGE> 13

vested and exercisable Optioned Stock subject to such Option as of immediately
prior to the Effective Time of the Merger as well as an additional 25% of the
Shares as to which such Option would not otherwise be exercisable at such time,
multiplied by (ii) the difference between (a) the consideration received in the
Merger at the Effective Time of the Merger by the holder of a share of Common
Stock and (b) the per share exercise price of such Option.

14. Time of Granting Options. The date of grant of any Option shall, for
all purposes, be the date on which the Administrator makes the
determination granting such Option, or such other date as is determined by
the Board. Notice of the determination shall be given to each Employee or
Consultant to whom an Option is so granted within a reasonable time after
the date of such grant.

15. Amendment and Termination of the Plan.

a. Amendment and Termination. The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the
rights of any Optionee or Purchaser under any grant theretofore made,
without his or her consent. In addition, to the extent necessary and
desirable to comply with Rule 16b-3 under the Exchange Act or with
Section 422 of the Code (or any other applicable law or regulation,
including the requirements of the NASD or an established stock
exchange), the Company shall obtain shareholder approval of any Plan
amendment in such a manner and to such a degree as required.

b. Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options and Stock Purchase Rights
already granted and such Options and Stock Purchase Rights shall
remain in full force and effect as if this Plan had not been amended
or terminated, unless mutually agreed otherwise between the Optionee
or Purchaser and the Board, which agreement must be in writing and
signed by the Optionee or Purchaser and the Company.

16. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the Exercise of an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the
Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option or Stock Purchase Right,
the Company may require the person exercising such Option or Stock Purchase
Right to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned relevant
provisions of law.

13
<PAGE> 14

17. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

18. Agreements. Options and Stock Purchase Rights shall be evidenced by
written agreements in such form as the Board shall approve from time to
time.

19. Shareholder Approval. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months
before or after the date the Plan is adopted. Such shareholder approval
shall be obtained in the degree and manner required under applicable state
and federal law.

20. Information to Optionees. The Company shall provide to each Optionee,
during the period for which such Optionee has one or more Options
outstanding, annual financial statements of the Company. The Company shall
not be required to provide such information if the issuance of Options
under the Plan is limited to key employees whose duties in connection with
the Company assure their access to equivalent information.

<PAGE> 1

EXHIBIT 4.5

GAMEFX, INC.
1997 STOCK OPTION PLAN

AMENDED AND RESTATED
NOTICE OF STOCK OPTION GRANT

__________________

You have been granted an option, consisting of the Stock Option
Agreement attached hereto as EXHIBIT A and this Notice of Stock Option Grant
(together, the "Option") to purchase Common Stock of GameFx, Inc., (the
"Company") as follows:

Date of Grant _________________________________

Vesting Commencement Date _________________________________

Option Price Per Share _________________________________

Total Number of Shares Granted _________________________________

Total Price of Shares Granted _________________________________

Type of Option ___ Incentive Stock Option

___ Nonqualified Stock Option

Term/Expiration Date _________________________________

Exercise Schedule:

This option may be exercised in whole or in part, in accordance with the
Vesting Schedule set out below.

Vesting Schedule

This option shall vest and become exercisable over a four year period with
25% (________) of the total number of Shares vesting on the first annual
anniversary of the Vesting Commencement Date.

Thereafter, monthly on the last day of each month, 1/36 (_______) of the

<PAGE> 2
remaining number of Shares shall vest and become exercisable until fully
vested. In the event of fractional Shares, the monthly number of Shares
shall be adjusted accordingly to the nearest whole Share.

Termination Period:

This option may be exercised for 90 days after termination of employment or
consulting relationship except as set out in Sections 7 and 8 of the Stock
Option Agreement (but in no event later than the Expiration Date).

Exercise of this Option requires the execution and delivery by Optionee of the
Exercise Notice for Vested Shares attached hereto as Exhibit B and each of the
other documents referred to therein.

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THIS OPTION IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION
OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1997 STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Company's 1997 Stock Option
Plan (the "Plan"), each of Exhibits A, B, C and D hereto and the GameFx
Information Statement Describing the Transactions with Electronic Arts Inc.
dated October 1, 1997 (the "Description of Transactions with EA"), and
represents that he or she is familiar with the terms and provisions of the
Plan, this Option, and such Exhibits. Optionee accepts this Option subject to
all such terms and provisions. Optionee has reviewed the Plan, this Option and
the Description of Transactions with EA in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option and
fully understands all provisions of the Option.

By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and the Stock Option Agreement, and the other
Exhibits hereto, all of which are attached and made a part of this document.

OPTIONEE: GAMEFX, INC.,
a Delaware corporation

2
<PAGE> 3

- --------------------------------- By
Signature ---------------------------------

- --------------------------------- Title
Print Name ------------------------------

CONSENT OF SPOUSE

The undersigned spouse of _________________ has read and hereby approves
the terms and conditions of the Plan and this Option. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set forth
in the Plan and this Option, the undersigned hereby agrees to be irrevocably
bound by the terms and conditions of the Plan and this Option and further agrees
that any community property interest shall be similarly bound. The undersigned
hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned
with respect to any amendment or exercise of rights under the Plan or this
Option.

----------------------------------------
Spouse of Optionee

3
<PAGE> 4
EXHIBIT A TO NOTICE OF GRANT

STOCK OPTION AGREEMENT

1. Grant of Option. GameFx, Inc., a Delaware corporation (the
"Company"), hereby grants to the person (the "Optionee") named in the Notice of
Grant, an option (the "Option") to purchase a number of Shares, as set forth in
the Notice of Grant, at the exercise price per share set forth in the Notice of
Grant (the "Exercise Price"), subject to the terms, conditions and definitions
of the 1997 Stock Option Plan (the "Plan") adopted by the Company, which is
incorporated herein by reference. In the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of this Option
Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined
meanings in this Options Agreement.

If designated in the Notice of Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code.

2. Exercise of Option.

(a) Right to Exercise. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Option Agreement. In the event
of Optionee's death, disability or other termination of Optionee's employment
or consulting relationship, the exercisability of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise. This Option is exercisable only upon
execution and delivery by Optionee of (i) an exercise notice, in the form
attached to the Notice of Grant as Exhibit B (the "Exercise Notice"), which
shall state the election to exercise the Option and the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), (ii)
such other representations and agreements as to the holder's investment intent
with respect to the Exercised Shares as may be required by the Company pursuant
to the provisions of the Plan, including the Investment Representation
Statement in the form attached to the Notice of Grant as EXHIBIT C and (iii)
each of the Stockholders Agreement in the form attached to the Notice of Grant
as EXHIBIT D and the Proxy in the form attached thereto. The Exercise Notice
shall be signed by the Optionee and, if the Optionee is married, by the
Optionee's spouse, and shall be delivered in person or by certified mail to the
Secretary of the Company. The Exercise Notice shall be accompanied by payment
of the Aggregate Exercise Price as to all Exercised Shares. This Option shall
be deemed to be exercised only upon receipt by the Company of fully executed
originals of each of the documents referred to in clauses (i), (ii) and (iii)
above accompanied by such aggregate Exercise Price.

4
<PAGE> 5
No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares are then
listed. Assuming such compliance, for income tax purposes the Exercised Shares
shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.

3. Method of Payment. Payment of the aggregate Exercise Price
shall be by any of the following, or a combination thereof, at the election of
the Optionee:

(a) cash; or

(b) check; or

4. Optionee's Representations. In the event the Shares
purchasable pursuant to the exercise of this Option have not been registered
under the Securities Act of 1933, as amended, at the time this Option is
exercised, Optionee shall, if required by the Company, concurrently with the
exercise of all or any portion of this Option, deliver to the Company his
Investment Representation Statement in the form attached to the Notice of Grant
as EXHIBIT C.

5. Restrictions on Exercise. This Option may not be exercised
until such time as the Plan has been approved by the Stockholders of the
Company, or if the issuance of such Shares upon such exercise or the method of
payment of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation, including any
rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation
G") as promulgated by the Federal Reserve Board. As a condition to the exercise
of this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or regulation.

Termination of Relationship. In the event of termination
of Optionee's consulting relationship or Continuous Status as an Employee,
Optionee may, to the extent otherwise so entitled at the date of such
termination (the "Termination Date"), exercise this Option during the
Termination Period set out in the Notice of Grant. To the extent that Optionee
was not entitled to exercise this Option at the date of such termination, or if
Optionee does not exercise this Option within the time specified herein, the
Option shall terminate.

7. Disability of Optionee. Notwithstanding the provisions of
Section 6 above, in the event of termination of Optionee's Continuous Status as
an Employee as a result of disability (as determined by the Board in accordance
with the policies of the Company), Optionee may, but only within six (6) months
from the date of termination of employment (but in no event later than the date
of expiration of the term of this Option as set forth in Section 10 below),
exercise the Option to the extent otherwise so entitled at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the

<PAGE> 6
date of termination, or if Optionee does not exercise such Option (to
the extent otherwise so entitled) within the time specified herein, the
Option shall terminate.

8. Death of Optionee. In the event of the death of
Optionee, the Option may be exercised at any time within twelve (12)
months following the date of death (but in no event later than the date
of expiration of the term of this Option as set forth in Section 10
below), by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent
the Optionee could exercise the Option at the date of death.

9. Non-Transferability of Option. This Option may not be
transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of
Optionee only by him. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the
Optionee.

10. Term of Option. This Option may be exercised only
within the term set out in the Notice of Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this
Option. The limitations set out in Section 7 of the Plan regarding
Option terms and Options granted to more than ten percent (10%)
stockholders shall apply to this Option.

11. Governing Law Severability. This Agreement shall be
governed by and construed in accordance with the laws of the State of
California excluding that body of law pertaining to conflicts of law.
Should any provision of this Agreement be determined by a court of law
to be illegal or unenforceable, the other provisions shall nevertheless
remain effective and shall remain enforceable.

12. Tax Consequences. Some of the federal and California
tax consequences relating to this Option, as of the date of this Option,
are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT
A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a) Exercising the Option.

(i) Nonqualified Stock Option ("NSO"). If
this Option does not qualify as an ISO, the Optionee may incur regular federal
income tax and California income tax liability upon exercise. The Optionee will
be treated as having received compensation income (taxable at ordinary income
tax rates) equal to the excess, if any, of the fair market value of the
Exercised Shares on the date of exercise over their aggregate Exercise Price. If
the Optionee is an employee, the Company will be required to withhold from his
or her compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the
time of exercise.

(ii) Incentive Stock Option ("ISO"). If this
Option qualifies as an ISO, the Optionee will have no regular federal income tax
or California income tax liability upon its exercise, although the excess, if
any, of the fair market value of the Exercised Shares

<PAGE> 7
on the date of exercise over their aggregate Exercise Price will be treated as
an adjustment to the alternative minimum tax for federal tax purposes and may
subject the Optionee to alternative minimum tax in the year of exercise.

(b) Disposition of Shares.

(i) NSO. If the Optionee holds NSO Shares for
at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.

(ii) ISO. If the Optionee holds ISO Shares
for at least one year after exercise and two years after the grant date, any
gain realized on disposition of the Shares will be treated as long-term capital
gain for federal income tax purposes. If the Optionee disposes of ISO Shares
within one year after exercise or two years after the grant date, any gain
realized on such disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of-the excess, if any, of the lesser of the
difference between the fair market value of the Shares acquired on the date of
exercise and the aggregate Exercise Price, or the difference between the sale
price of such Shares and the aggregate Exercise Price.

(c) Notice of Disqualifying Disposition of ISO Shares. If
the Optionee sells or otherwise disposes of any of the Shares acquired pursuant
to an ISO on or before the later of the date two years after the grant date, or
the date one year after the exercise date, the Optionee shall immediately notify
the Company in writing of such disposition. The Optionee agrees that he or she
may be subject to income tax withholding by the Company on the compensation
income recognized from such early disposition of ISO Shares by payment in cash
or out of the current earnings paid to the Optionee.

<PAGE> 8
EXHIBIT B TO NOTICE OF GRANT

EXERCISE NOTICE FOR VESTED SHARES

GameFx, Inc.
645A Massachusetts Avenue
Arlington, MA 02174
Attention: Secretary

1. Exercise of Option. Effective as of today, _________________,
19__, the undersigned ("Optionee") hereby elects to exercise Optionee's option
to purchase _______________ shares of the Common Stock (the "Shares") of GameFx,
Inc. (the "Company") under and pursuant to the Company's 1997 Stock Option Plan,
as amended (the "Plan"), and the Notice of Grant, and the [ ]Incentive[ ]
Nonqualified Stock Option Agreement dated _____________ (together, the
"Option").

2. Representations of Optionee. Optionee acknowledges that
Optionee has received, read and understood the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions. Optionee
represents that Optionee is purchasing the Shares for Optionee's own account for
investment and not with a view to, or for sale in connection with, a
distribution of any of such Shares and Optionee has read, understood and
executed the Investment Representation Statement attached as Exhibit C to the
Notice of Grant.

3. Compliance with Securities Laws; Federal Restrictions on
Transfer. Optionee has read and executed the Investment Representation Statement
attached as Exhibit C to the Notice of Grant. Optionee represents that he or she
understands the matters set forth in the Investment Representation Statement and
that he or she is purchasing the Shares subject to the restrictions and
limitations set forth in that document.

4. Buyout Option of Electronic Arts Inc.: Execution of
Stockholders Agreement. Optionee acknowledges that Optionee has received, read
and understood the Description of the Transactions with Electronic Arts Inc.
("EA") and the Stockholders Agreement in the form attached as Exhibit D to the
Notice of Grant and agrees to abide by and be bound by the terms and conditions
of the Stockholders Agreement. Optionee understands that Optionee is agreeing to
sell the shares being purchased hereby to EA upon the exercise by EA, if ever,
of its option to acquire all of the outstanding shares of the Company's stock
and that the aggregate consideration received by all securityholders of the
Company for such purchase of all of the Company's outstanding shares and the
assumption by EA, or cancellation, of all options outstanding under the Plan
shall be not less than an aggregate of $6,000,000 and not more than an aggregate
of $12,000,000 as more fully described in the Description of the Transactions
with EA. Optionee delivers herewith an

<PAGE> 9
executed counterpart signature page to the Stockholders Agreement attached as
Exhibit D to the Notice of Grant and an executed Proxy in favor of EA in the
form attached thereto.

5. Right of First Refusal. Before any Shares held by Optionee or
any transferee (either being sometimes referred to herein as the "Holder") may
be sold or otherwise transferred (including transfer by gift or operation of
law), the Company or its assignee(s) shall have a right of first refusal to
purchase the Shares on the terms and conditions set forth in this Section (the
"Right of First Refusal").

(a) Notice of Proposed Transfer. The Holder of the Shares
shall deliver to the Company a written notice (the "Sale Notice") stating: (i)
the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii)
the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and
(iv) the bona fide cash price or other consideration for which the Holder
proposes to transfer the Shares (the "Offered Price"), and the Holder shall
offer the Shares at the Offered Price to the Company or its assignee(s).

(b) Bona Fide Transfer. Within ten (10) days after receipt
of the Sale Notice, the Company shall determine the bona fide nature of the
proposed voluntary transfer and give the Optionee written notice of the
Company's determination. If the proposed transfer is deemed not to be bona fide,
the Optionee shall be responsible for providing additional information to the
Company to show the bona fide nature of the proposed transfer. The Company shall
have the right to demand further assurances from the Optionee and the Proposed
Transferee (in a form satisfactory to the Company) that the Sale Notice fully
and accurately sets forth all of the terms and conditions of the proposed
transfer, including, without limitation, assurance that the Sale Notice fully
and accurately sets forth the consideration actually to be paid for the Shares
and all transactions, directly or indirectly, between the parties which may have
affected the price the Proposed Transferee was willing to pay for the Shares.

(c) Exercise of Right of First Refusal by Company. In the
event that the proposed transfer is deemed to be bona fide, the Company and/or
its assignee(s) may, by giving written notice to the Holder, elect to purchase
all, but not less than all, of the Shares proposed to be transferred to any one
or more of the Proposed Transferees, at the purchase price determined in
accordance with subsection (c) below. Such written notice may be given within
thirty (30) days after receipt of the Sale Notice.

(d) Purchase Price. The purchase price ("Purchase Price")
for the Shares purchased by the Company or its assignee(s) under this Section
shall be the Offered Price. If the Offered Price includes consideration other
than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith.

(e) Payment. Payment of the Purchase Price shall be made,
at the option of the Company or its assignee(s), by cancellation of all or a
portion of any outstanding indebtedness of the Holder to the Company (or, in the
case of repurchase by an assignee, to the assignee), or by any combination
thereof within sixty (60) days after receipt of the Sale

<PAGE> 10
Notice, in the manner and at the times set forth in such notice.

(f) Holder's Right to Transfer. If all of the Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s), then the Holder may sell or
otherwise transfer such Shares to that Proposed Transferee at the Offered Price
or at a higher price, provided that such sale or other transfer is consummated
within one hundred twenty (120) days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that
the provisions of this Section shall continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall be
given to the Company, and the Company and/or its assignees shall again be
offered the Right of First Refusal before any Shares held by the Holder may be
sold or otherwise transferred.

(g) Exception for Certain Family Transfers. Anything to
the contrary contained in this Section notwithstanding, the transfer of any or
all of the Shares during the Optionee's lifetime or on the Optionee's death by
will or intestacy to the Optionee's immediate family or a trust for the benefit
of the Optionee's immediate family shall be exempt from the provisions of this
Section. "Immediate Family" as used herein shall mean spouse, lineal descendant
or antecedent, father, mother, brother or sister. In such case, the transferee
or other recipient shall receive and hold the Shares so transferred subject to
the provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section.

(h) Transfers Not Subject to the Right of First Refusal.
The Right of First Refusal shall not apply to any transfer or exchange of the
shares acquired pursuant to the exercise of the Option if such transfer is in
connection with a Change in Capitalization, as described in Section 13 of the
Plan. If the consideration received pursuant to such transfer or exchange
consists of stock of a Parent or Subsidiary, such consideration shall remain
subject to the Right of First Refusal unless the provisions of paragraph 4(j)
result in a termination of the Right of First Refusal.

(i) Assignment of the Right of First Refusal. The Company
shall have the right to assign the Right of First Refusal at any time, whether
or not the Optionee has attempted a transfer, to one or more persons as may be
selected by the Company,

(j) Early Termination of the Right of Refusal. The other
provisions of this paragraph 4 notwithstanding, the Right of First Refusal shall
terminate, and be or no further force and effect upon (i) a merger of the
Company or transaction in which over 80% of the voting power of the Company is
transferred and following which the stockholders of the Company have less then
20% of the voting power or the resulting or combined entity and shall not apply
with respect to shares sold in such offering or acquisition, or (ii) the
existence of a public market for the class of shares subject to the Right of
First Refusal. A "public market" shall be deemed to exist if (x) such stock is
listed on a national securities exchange (as that term is used in the Exchange
Act) or (y) such stock is traded on the over-the-counter market and prices
therefor are published daily on business days in a recognized financial journal.

<PAGE> 11
6. Rights as Stockholder. Subject to the terms and conditions of
this Agreement, Optionee shall have all of the rights of a stockholder of the
Company with respect to the Shares from and after the date that Optionee
delivers full payment of the Exercise Price until such time as Optionee disposes
of the Shares or the Company and/or its assignee(s) exercises the Right of First
Refusal hereunder. Upon such exercise, Optionee shall have no further rights as
a holder of the Shares so purchased except the right to receive payment for the
Shares so purchased in accordance with the provisions of this Agreement, and
Optionee shall forthwith cause the certificate(s) evidencing the Shares so
purchased to be surrendered to the Company for transfer or cancellation.

7. Tax Consultation. Optionee understands that Optionee may
suffer adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with
any tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

8. Restrictive Legends and Stop-Transfer Orders.

(a) Legends. Optionee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by state or
federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,
IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL
OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH
IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT
THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON
TRANSFEREES OF THESE SHARES.

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS
SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR

<PAGE> 12
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES.

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE
STOCKHOLDERS AGREEMENT DATED AS OF October ___, 1997, AS
IT MAY BE AMENDED, AMONG ELECTRONIC ARTS INC., THE
REGISTERED HOLDER OF THIS CERTIFICATE, AND THE OTHER
STOCKHOLDERS OF THE ISSUER, A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Optionee understands that transfer of the Shares may be
restricted by Section 260.141.11 of the Rules of the California Corporations
Commissioner, a copy of which is attached to the Investment Representation
Statement (Exhibit C to the Notice of Grant).

(b) Stop-Transfer Notices. Optionee agrees that, in order
to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required
(i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or (ii) to
treat as owner of such Shares or to accord the right to vote or pay dividends to
any purchaser or other transferee to whom such Shares shall have been so
transferred.

(d) Market Standoff Agreement. Optionee agrees, in
connection with the Company's initial underwritten public offering of the
Company's securities, (1) not to sell, make short sale of, loan, grant any
options for the purchase of, or otherwise dispose of any shares of Common Stock
of the Company held by Optionee (other than those shares included in the
registration) without the prior written consent of the Company or the
underwriters managing such initial underwritten public offering of the Company's
securities for one hundred eighty (180) days from the effective date of such
registration, and (2) further agrees to execute any agreement reflecting (1)
above as may be requested by the underwriters at the time of the public
offering; provided however that the officers and directors of the Company who
own the stock of the Company also agree to such restrictions.

9. Successors and Assigns. The Company may assign any of its
rights under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Company. Subject
to the restrictions on transfer herein set forth, this Agreement shall be
binding upon Optionee and his or her heirs, executors, administrators,
successors and assigns.

10. Interpretation. Any dispute regarding the interpretation of
this

<PAGE> 13
Agreement shall be submitted by Optionee or by the Company forthwith to the
Company's Board of Directors or the committee thereof that administers the Plan,
which shall review such dispute at its next regular meeting. The resolution of
such a dispute by the Board or committee shall be final and binding on the
Company and on Optionee.

11. Governing Law; Severability. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware excluding
that body of law pertaining to conflicts of law. Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.

12. Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.

13. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.

14. Delivery of Payment. Optionee herewith delivers to the Company the
full Exercise Price for the Shares.

15. Third Party Beneficiary. EA is an intended third party beneficiary
of this Agreement. Optionee and the Company agree that the terms of this
Agreement may be enforced by EA.

16. Entire Agreement. The Plan, the Notice of Grant, and each of the
exhibits thereto, including the Option Agreement, are incorporated herein by
reference. This Agreement, the Plan and the Notice of Grant, and each of the
exhibits thereto, including the Option Agreement, constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and is governed by Delaware law except for that body of law pertaining
to conflict of laws.

Submitted by: Accepted by:

PURCHASER: GAMEFX, INC.
a Delaware corporation

By
- ---------------------------------- ------------------------------------
(Signature) Its
------------------------------------

13
<PAGE> 14
Address Address

_________________________________ 645A Massachusetts Avenue
_________________________________ Arlington, MA 02174
_________________________________

14
<PAGE> 15
EXHIBIT C TO NOTICE OF GRANT
INVESTMENT REPRESENTATION STATEMENT

OPTIONEE: _____________________________________
COMPANY: GameFx, Inc., a Delaware Corporation
SECURITY: COMMON STOCK
AMOUNT: ______________________________________
DATE: ______________________________________

In connection with the purchase of the above-listed Securities, the undersigned
Optionee represents to the Company the following:

(a) Optionee is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the securities. Optionee is
acquiring these securities for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

(b) Optionee acknowledges and understands that the securities
constitute "restricted securities" under the Securities Act and have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of Optionee's investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if
Optionee's representation was predicated solely upon a present intention to hold
these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one year or any other fixed
period in the future. Optionee further understands that the Securities must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. Optionee further
acknowledges and understands that the Company is under no obligation to register
the securities. Optionee understands that the certificate evidencing the
securities will be imprinted with a legend which prohibits the transfer of the
Securities unless they are registered or such registration is not required in
the opinion of counsel satisfactory to the Company, a legend prohibiting their
transfer without the consent of the Commissioner of Corporations of the State of
California and any other legend required under applicable state securities laws.

15
<PAGE> 16

(c) Optionee is familiar with the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of "restricted securities" acquired, directly or indirectly from
the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions. Rule 701 provides that if the issuer qualifies under Rule
701 at the time of exercise of the Option by the Optionee, such exercise will be
exempt from registration under the Securities Act. In the event the Company
later becomes subject to the reporting requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, ninety (90) days thereafter the securities
exempt under Rule 701 may be resold, subject to the satisfaction of certain of
the conditions specified by Rule 144, including among other things: (1) the sale
being made through a broker in an unsolicited "brokers transaction" or in
transactions directly with a market maker (as said term is defined under the
Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the
availability of certain public information about the Company, and the amount of
securities being sold during any three month period not exceeding the
limitations specified in Rule 144(e), if applicable.

In the event that the Company does not qualify under Rule 701 at the
time of exercise of the Option, then the securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires
among other things: (1) the resale occurring not less than one year after the
party has purchased, and made full payment for, within the meaning of Rule 144,
the securities to be sold; and, in the case of an affiliate, or of a
non-affiliate who has held the securities less than two years, (2) the
availability of certain public information about the Company, (3) the sale being
made through a broker in an unsolicited "broker's transaction" or in
transactions directly with a market maker (as said term is defined under the
Securities Exchange Act of 1934), and (4) the amount of securities being sold
during any three month period not exceeding the specified limitations stated
therein, if applicable.

(d) Optionee agrees, in connection with the Company's initial
underwritten public offering of the Company's securities, (1) not to sell, make
short sale of, loan, grant any options for the purchase of, or otherwise dispose
of any shares of Common Stock of the Company held by Optionee (other than those
shares included in the registration) without the prior written consent of the
Company or the underwriters managing such initial underwritten public offering
of the Company's securities for one hundred eighty (180) days from the effective
date of such registration, and (2) further agrees to execute any agreement
reflecting (1) above as may be requested by the underwriters at the time of the
public offering; provided however that the officers and directors of the Company
who own the stock of the Company also agree to such restrictions.

(e) Optionee further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules

16
<PAGE> 17
144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.

Signature of Optionee:

----------------------------------------

Date:_______________, 19__

17
<PAGE> 18
EXHIBIT D TO NOTICE OF GRANT
STOCKHOLDERS AGREEMENT

SEE EXHIBIT C TO INFORMATION STATEMENT

<PAGE> 1

[SIDLEY & AUSTIN LETTERHEAD]

EXHIBIT 5

March 18, 1999

THQ Inc.
5016 North Parkway Calabasas
Calabasas, California 91302

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by THQ Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of
9,870 shares (the "Shares") of common stock, par value $.01 per share (the
"Common Stock"), of the Company which may be issued upon the exercise of options
granted pursuant to the GameFx, Inc. 1997 Stock Option Plan (the "Plan").

We have acted as counsel to the Company in connection with the
Registration Statement and have examined such records, documents and questions
of law, and satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion. In addition, we
have examined the originals, or photocopies, of such other corporate records of
the Company, certificates of public officials and of officers of the Company and
such agreements, instruments and other documents as we have deemed necessary as
a basis for the opinions expressed below. As to the questions of fact material
to such opinions, we have, when relevant facts were not independently
established by us, relied upon a certificate of the Company or its officers or
of public officials.

Based on the foregoing, we are of the opinion that the Shares
are duly authorized, legally issued, fully paid and nonassessable.

We do not find it necessary for purposes of this opinion to
cover, and accordingly we express no opinion as to, the application of the
securities or "Blue Sky" laws of the various states to the sale of the Shares.
This opinion is limited to the General Corporation Law of the State of Delaware.

<PAGE> 2

SIDLEY & AUSTIN LOS ANGELES

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to all references to our firm in the
Registration Statement.

Very truly yours,

/s/ Sidley & Austin

<PAGE> 1
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
THQ Inc. on Form S-8 of our report dated February 20, 1998, appearing in the
Annual Report on Form 10-K of THQ Inc. for the year ended December 31, 1997.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
March 15, 1999