As of April 1, 2004, we were three months in arrears on the rent obligations for our corporate lease in Irvine, California. On April 9, 2004, our lessor served us with a Three-Day Notice to Pay Rent or Surrender Possession. If we are unable to pay our rent, we may lose our office space, which would interrupt our operations and cause substantial harm to our business. We have received notice from the Internal Revenue Service ("IRS") that we owe approximately $70,000 in payroll tax penalties. We estimate that we owe an additional $10,000, which we have accrued in penalties for nonpayment of approximately $99,000 in Federal and State payroll taxes, which were due on March 31, 2004 and is still outstanding. We were unable to meet our April 15, 2004 payroll obligations to our employees. Our property, general liability, auto, workers compensation, fiduciary liability, and employment practices liability have been cancelled.

We are currently in default of the settlement agreement with Warner and have entered into a payment plan, of which we are in default, for the balance of the $0.32 million owed payable in one remaining installment. On or about February 23, 2004, we received correspondence from Atari Interactive alleging that Interplay had failed to pay royalties due under the D&D license as of February 15, 2004. If we are unable to cure this alleged breach of the license agreement, we may lose our remaining rights under the license, including the rights to continued distribution of BALDUR'S GATE: DARK ALLIANCE II. The loss of the remaining rights to distribute games created under the D&D license could have a significant negative impact on our future operating results.