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                                                                    Exhibit 3.19

Limited Liability Company Agreement of Gamestop of Texas (Gp), LLC, dated as of
                                  May 25, 2004.

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                       LIMITED LIABILITY COMPANY AGREEMENT
                         OF GAMESTOP OF TEXAS (GP), LLC

          LIMITED LIABILITY COMPANY AGREEMENT OF GAMESTOP OF TEXAS (GP), LLC,
dated as of May 25, 2004, entered into by GameStop, Inc. ("GameStop"), as the
sole member.

          WHEREAS, GameStop of Texas (GP), LLC (the "Company") was formed as a
Delaware limited liability company pursuant to the filing of a Certificate of
Formation in the office of the Secretary of State of the State of Delaware on
May 25, 2004, and such Certificate of Formation remains in full force and
effect; and

          WHEREAS, GameStop by this document intends to establish the operating
rules by which the Company is to be governed.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GameStop hereby agrees as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     1.1 Definitions. In this Agreement, the following terms shall have the
meanings set forth below:

          (a) "Act" or "Delaware Act" means the Delaware Limited Liability
Company Act.

          (b) "Agreement" means this Limited Liability Company Agreement.

          (c) "Capital Account" when used with respect to any Member shall mean
the capital account maintained for such Member in accordance with Section 5.3
hereof, as such capital account may be increased or decreased from time to time
pursuant to the provisions of Section 5.3.

          (d) "Capital Contribution" shall mean the total amount of cash and the
agreed net value of property other than cash contributed to the Company by a
Member pursuant to Section 5.1 hereof. Any reference to the Capital Contribution
of a Member shall include the Capital Contribution made by any predecessor
holders of such Member's Membership Interest.

          (e) "Certificate of Formation" shall mean the Certificate of Formation
of the Company filed on May 25, 2004 with the office of the Secretary of State
of the State of Delaware, as the same may from time to time be amended.

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          (f) "Code" shall mean the Internal Revenue Code of 1986, as amended,
or any superseding federal revenue statute.

          (g) "Company" has the meaning set forth in the first paragraph of this
Agreement.

          (h) "Distribution" means any cash and other property paid to a Member
by the Company from the operations of the Company.

          (i) "Fiscal Year" shall be the same as that of GameStop Corp.

          (j) "GameStop" has the meaning set forth in the first paragraph of
this Agreement.

          (k) "Manager" has the meaning set forth in Section 4.1 of this
Agreement.

          (l) "Member" shall mean GameStop and any other Person that may
hereafter become a member of the Company pursuant to the terms hereof.

          (m) "Member Nonrecourse Debt" shall mean a nonrecourse debt of the
Company within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations.

          (n) "Member Nonrecourse Deductions" shall mean the items of loss,
deduction, and expenditure attributable to Member Nonrecourse Debt within the
meaning of Section 1.704-2(i)(2) of the Treasury Regulations.

          (o) "Membership Interests" shall mean the respective percentage
interests in the Company held by each Member, of which 100% is held by GameStop
as of the date hereof.

          (p) "Net Losses" shall mean the losses of the Company, if any,
determined in accordance with federal income tax principles.

          (q) "Net Profits" shall mean the income of the Company, if any,
determined in accordance with federal income tax principles.

          (r) "Person" shall mean any individual, corporation, governmental
authority, limited liability company, partnership, trust, joint stock company,
business trust, joint venture, unincorporated association or other entity.

          (s) "Treasury Regulations" shall mean all proposed, temporary and
final regulations promulgated under the Code as from time to time in effect.


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                                    ARTICLE 2

                                  ORGANIZATION

     2.1 Formation. The Company was formed on May 25, 2004 by having one or more
Persons act as the organizer or organizers of the Company by preparing,
executing and filing the Certificate of Formation with the office of the
Secretary of State of the State of Delaware pursuant to the Act. The acts of
such Person are hereby authorized and ratified.

     2.2 Name. The name of the Company is GameStop of Texas (GP), LLC, or such
other name as the Manager may from time to time select.

     2.3 Principal Place of Business. The principal place of business, the
administrative office and the mailing address of the Company shall be 2250
William D. Tate Avenue, Grapevine, Texas 76051, Attention: David W. Carlson. The
Manager shall have the right to change the principal place of business of the
Company or the administrative office and mailing address of the Company to the
office of any Member, or otherwise, subject to the provisions of the Act. In
addition, the Company may establish any other places of business as the Manager
may from time to time deem advisable.

     2.4 Registered Office. The Company's registered office shall be located c/o
The Corporation Trust Company, Corporation Trust Center, Wilmington, DE 19801,
or such other place in the State of Delaware as the Manager may from time to
time determine.

     2.5 Term. The term of the Company shall commence on the date of filing of
the Certificate of Formation with the Delaware Secretary of State and terminate
upon the dissolution of the Company pursuant to the provisions of the Act or
Article VIII below.

     2.6 Purposes; Powers. The Company may carry on any lawful business, purpose
or activity, whether or not for profit, to the fullest extent provided in the
Delaware Act. The Company shall possess and may exercise all the powers and
privileges granted by the Act or by any other law or by this Agreement, together
with any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the
businesses, purposes or activities of the Company.

                                    ARTICLE 3

                                     MEMBER

     3.1 Name and Address. GameStop is the sole member of the Company, having a
principal place of business at 2250 William D. Tate Avenue, Grapevine, Texas
76051.

     3.2 Additional Members. One or more additional members of the Company may
be admitted to the Company after the date of this Agreement with the prior
written consent of the Manager.

     3.3 Limitation of Liability. A Member's liability to the Company, to any
other Member or to any third party shall be limited to the maximum extent
permitted by law. A


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Member shall not be personally liable for any indebtedness, liability or
obligation of the Company, except that such Member shall remain personally
liable for the payment of his or her Capital Contribution and as otherwise
expressly set forth in this Agreement, the Act and any other applicable law.

     3.4 Priority and Return of Capital. If there is more than one Member, no
Member shall have priority over any other Member, whether for the return of a
Capital Contribution or for Net Profits, Net Losses or a Distribution; provided,
however, that this Section 3.4 shall not apply to any loan or other indebtedness
(as distinguished from a Capital Contribution) made by a Member to the Company.

     3.5 Liability of a Member to the Company. A Member that rightfully receives
the return of any portion of a Capital Contribution is liable to the Company
only to the extent now or hereafter provided by the Act. A Member that receives
a Distribution made by the Company in violation of this Agreement or made when
the Company's liabilities exceed its assets (after giving effect to such
Distribution) shall be liable to the Company for the amount of such
Distribution.

     3.6 Financial Adjustments. No Member admitted after the date of this
Agreement shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. If there is more than one Member,
the Manager may, at its discretion, at the time a Member is admitted, close the
books and records of the Company (as though the Fiscal Year had ended) or make
pro rata allocations of loss, income and expense deductions to such Member for
that portion of the Fiscal Year in which such Member was admitted, in accordance
with the Code.

     3.7 Action by Members Without a Meeting. Whenever the Members of the
Company are required or permitted to take any action by vote, such action may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the Members who hold voting interests having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all of the Members entitled to vote thereon were present and voted and
shall be delivered to the administrative office of the Company, or to an
employee or agent of the Company.

                                    ARTICLE 4

                                   MANAGEMENT

     4.1 Management. The business, affairs and management of the Company,
including its policies and administration, shall be vested in a manager who may,
but need not be, a Member (the "Manager"). The initial Manager shall be
GameStop. The Manager shall have the sole power to do any and all acts necessary
or convenient to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise, possessed by managers under the
Act.

     4.2 Binding Authority of Manager. No Member is an agent of the Company
solely by virtue of being a Member, and no Member has authority to act for the
Company solely by virtue


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of being a Member. Subject to Section 4.6 of this Agreement, only the Manager
may act for the Company in connection with the ordinary course of its day to day
business and with respect to all other matters.

     4.3 Manager Discretion; Indemnification. Whenever in this Agreement the
Manager is permitted or required to make a decision in their "discretion" or
"sole discretion" or under a grant of similar authority or latitude, the Manager
shall have no duty or obligation to consider any interest of or factors
affecting some or all the Members so long as Manager acts in good faith and in a
manner which it reasonably believes are in or not opposed to the best interest
of the Company. Each Member hereby agrees that any standard of care or duty
imposed under the Delaware Act or any other applicable law shall be modified,
waived or limited in each case as required to permit the Manager to act under
this Agreement and to make any decision pursuant to the authority prescribed in
this Section 4.3 so long as such action or decision does not constitute gross
negligence or intentional disregard of the terms of this Agreement and is
reasonably believed by the Manager to be consistent with the overall purposes
and objectives of the Company.

     4.4 No Exclusive Duty to Company. The Manager shall not be required to
manage the company as its sole and exclusive function and may have other
business interests and may engage in other activities in addition to those
relating to the Company. The Member acknowledges that the Manager and its
affiliates may pursue such other business opportunities for their respective
accounts regardless of whether they have learned of such opportunity in the
course of the Company's business. Neither the Company nor any Member shall have
any right pursuant to this Agreement to share or participate in such other
business interests or activities or to the income or proceeds derived therefrom.
The Manager shall not incur any liability to the Company or any Member as a
result of engaging in any other business interests or activities.

     4.5 Indemnification. The Company shall indemnify and hold harmless the
Manager and each officer of the Company from and against all claims and demands
to the maximum extent permitted under the Act.

     4.6 Officers. (a) The Manager may designate one or more individuals as
officers of the Company who may but need not have titles, and shall exercise and
perform such powers and duties as shall be assigned to them from time to time by
the Manager. Any officer may be removed by the decision of the Manager at any
time, with or without cause. Each officer shall hold office until his or her
successor is elected and qualified. Any number of offices may be held by the
same individual. Any salaries and other compensation of the officers shall be
fixed by the Manager. The initial officers shall be as follows:

          (i) R. Richard Fontaine shall be the Chief Executive Officer of the
     Company and, in such capacity, shall have general supervision, direction
     and control of the business and affairs of the Company. So long as he is an
     officer of the Company, R. Richard Fontaine shall devote such time,
     attention and energies as may be necessary in his judgment to perform his
     duties hereunder.

          (ii) Daniel A. DeMatteo shall be the President of the Company and, in
     such capacity, shall have general supervision, direction and control of the
     business and affairs


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     of the Company, subject to the supervision of the Chief Executive Officer.
     So long as he is an officer of the Company, Daniel A. DeMatteo shall devote
     such time, attention and energies as may be necessary in his judgment to
     perform his duties hereunder.

          (iii) David W. Carlson shall be the Executive Vice President and Chief
     Financial Officer of the Company, and in such capacities, shall have
     general supervision, direction and control of the business and financial
     affairs of the Company, subject to the supervision of the Chief Executive
     Officer. So long as he is an officer of the Company, David W. Carlson shall
     devote such time, attention and energies as may be necessary in his
     judgment to perform his duties hereunder.

          (b) Execution of Contracts. Each of the Chief Executive Officer, the
President, the Executive Vice President, the Chief Financial Officer, or any
other officer authorized by the Manager shall execute all bonds, mortgages,
agreements, deeds, instruments and other contracts and documents, except: (i)
where required or permitted by law or this Agreement to be otherwise signed and
executed and (ii) where signing and execution thereof shall be expressly
delegated by the Manager to some other officer or agent of the Company.

          (c) Officers as Agents. The officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Manager
not inconsistent with this Agreement, are agents of the Company for the purpose
of the Company's business and the actions of the officers taken in accordance
with such powers shall bind the Company.

                                    ARTICLE 5

                              CAPITAL CONTRIBUTIONS

     5.1 Capital Contributions. The Member has contributed, or is deemed to have
contributed to the capital of the Company the amount set forth in the books and
records of the Company.

     5.2 Additional Contributions. Except as set forth in Section 5.1 of this
Agreement, no Member shall be required to make any Capital Contribution.

     5.3 Capital Accounts. If there is more than one Member, a Capital Account
shall be maintained for each Member. Said Capital Account shall be kept in
accordance with the provisions of Section 1.704-l(b)(2)(iv) of the Treasury
Regulations. Without limiting the foregoing, each Member's Capital Account shall
be (a) increased by the net agreed value of each Capital Contribution made by
such Member, allocations to such Member of the Net Profits and any other
allocations to such Member of income pursuant to the Code, and (b) decreased by
the net agreed value of each Distribution made to such Member by the Company,
allocations to such Member of Net Losses and other allocations to such Member
pursuant to the Code.

     5.4 Transfers. Upon a permitted sale or other transfer of a Membership
Interest in the Company, the Capital Account of the Member transferring its
Membership Interests shall become the Capital Account of the Person to whom such
Membership Interest is sold or transferred in accordance with Section
1.704-l(b)(2)(iv) of the Treasury Regulations.


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     5.5 Modifications. The manner in which Capital Accounts are to be
maintained pursuant to this Section is intended to comply with the requirements
of Section 704(b) of the Code. If in the opinion of the Members the manner in
which Capital Accounts are to be maintained pursuant to this Agreement should be
modified to comply with Section 704(b) of the Code, then the method in which
Capital Accounts are maintained shall be so modified; provided, however, that
any change in the manner of maintaining Capital Accounts shall not materially
alter the economic agreement between or among the Members.

     5.6 Deficit Capital Account. Except as otherwise required in the Act or
this Agreement, no Member shall have any liability to restore all or any portion
of a deficit balance in a Capital Account.

     5.7 Withdrawal or Reduction of Capital Contributions. A Member shall not
receive from the Company any portion of a Capital Contribution until all
indebtedness and liabilities of the Company, except any indebtedness,
liabilities and obligations to Members on account of their Capital
Contributions, have been paid or there remains property of the Company, in the
sole discretion of the Members, sufficient to pay them. A Member, irrespective
of the nature of the Capital Contribution of such Member, has only the right to
demand and receive cash in return for such Capital Contribution.

                                    ARTICLE 6

                          ALLOCATIONS AND DISTRIBUTIONS

     6.1 Allocations of Profits and Losses and Distributions if There is One
Member. So long as there shall be only one Member, the Net Profits and Net
Losses of the Company shall belong to such Member and any distributions of cash
or property may be made as determined by such Member. The remainder of this
Article VI applies if there shall be more than one Member.

     6.2 Allocations of Profits and Losses. If there is more than one Member,
the Net Profits and the Net Losses for each Fiscal Year shall be allocated among
the Members in accordance with the respective Membership Interests.

     6.3 Required Special Allocations if there is More than One Member.
Notwithstanding Section 6.2 hereof, if there is more than one Member:

          (a) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required under Section 704(c) of the Code
and the Treasury Regulations thereunder and under Sections 1.704-l(b)(2)(iv)(d),
(e), (f) and (g) of the Treasury Regulations.

          (b) Any Member Nonrecourse Deductions shall be specially allocated to
the Member(s) that bear(s) the economic risk of loss with respect to the Member
Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in
accordance with Section 1.704-2(i)(1) of the Treasury Regulations.

          (c) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required to comply with the "qualified
income offset" provisions of


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Section 1.704-1 (b)(2)(ii)(d) of the Treasury Regulations, the Company "minimum
gain chargeback" provisions of Section 1.704-2(f) of the Treasury Regulations,
and the Member "minimum gain chargeback" provisions of Section 1.704-2(i)(4) of
the Treasury Regulations, all issued pursuant to Section 704(b) of the Code.

     6.4 Distributions. The Manager may from time to time make Distributions pro
rata in proportion to Membership Interests as of the record date set for such
Distribution. Distribution of liquidation proceeds shall be governed by Section
8.2.

     6.5 Offset. The Company may offset all amounts owing to the Company by a
Member against any Distribution to be made to such Member.

     6.6 Limitation Upon Distributions. No Distribution shall be declared and
paid unless, after such Distribution is made, the assets of the Company are in
excess of all liabilities of the Company.

     6.7 Interest on and Return of Capital Contributions. No Member shall be
entitled to interest on its Capital Contribution or to a return of its Capital
Contribution, except as specifically set forth in this Agreement.

     6.8 Accounting Period. The accounting period of the Company shall be the
Fiscal Year.

                                    ARTICLE 7

                      TAXES; BOOKS AND RECORDS; INFORMATION

     7.1 Tax Returns. If there is more than one Member, the Manager shall cause
to be prepared and filed all necessary federal and state income tax returns for
the Company. The Manager shall furnish to the Members all pertinent information
in its possession relating to Company operations that is necessary to enable the
Company's income tax returns to be prepared and filed.

     7.2 Tax Elections. The Company shall make the following elections on the
appropriate tax returns:

          (a) If there is more than one Member, and a Distribution as described
in Section 734 of the Code occurs or a transfer of a Membership Interest
described in Section 743 of the Code occurs, upon the written request of any
Member, to elect to adjust the basis of the property of the Company pursuant to
Section 754 of the Code;

          (b) To elect to amortize the organizational expenses of the Company
and the start-up expenditures of the Company under Section 195 of the Code
ratably over a period of sixty (60) months as permitted by Section 709(b) of the
Code; and

          (c) Any other election that the Manager may deem appropriate and in
the best interests of the Members.


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Neither the Company nor any Member may make an election for the Company to be
taxed as a corporation under the Code or any similar provisions of applicable
state law, and no provisions of this Agreement shall be interpreted to authorize
any such election.

     7.3 Tax Matters Partners. The Manager is hereby designated as the "tax
matters partner" of the Company pursuant to Section 6231(a)(7) of the Code.

     7.4 Books and Records. The Company shall keep books and records of accounts
and minutes of all decisions taken by the Member and the Manager. Such books and
records shall be maintained on a cash basis in accordance with this Agreement.

     7.5 Information. A Member may inspect during ordinary business hours and at
the principal place of business of the Company the Certificate of Formation,
this Agreement, the minutes of any decision of the Member or meeting of the
Manager, any tax returns of the Company for the immediately preceding three
Fiscal Years, and all other business records in the possession of the Company.

                                    ARTICLE 8

                                   DISSOLUTION

     8.1 Dissolution. The Company shall be dissolved and its affairs shall be
wound up upon the first to occur of the following:

          (a) The latest date on which the Company is to dissolve, if any, as
set forth in the Certificate of Formation;

          (b) The unanimous vote or written consent of the holders of all the
Membership Interests; or

          (c) The entry of a decree by a court of competent jurisdiction that
dissolution and liquidation of the Company is required by law.

     8.2 Winding Up. Upon the dissolution of the Company, the Manager may, in
the name of and for an on behalf of the Company, prosecute and defend suits,
whether civil, criminal or administrative, and sell or otherwise dispose of the
Company's assets to the extent permitted by any agreement dealing with the
Company's assets, discharge the Company's liabilities for which a Member or
Members have assumed personal liability and distribute to the Members any
remaining assets of the Company, all without affecting the liability of Members.
Upon such a winding up of the Company, the assets shall be distributed as
follows:

          (a) First, to the payment of the debts and liabilities of the Company,
including Members who are creditors, including any expenses of the Company
incidental to such winding-up and dissolution;

          (b) Second, to the setting up of any reserves which the Manager may
deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Company as provided in Section 18-804(b) of the Delaware Act
and, subject to such Section 18-804(b), at


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the expiration of such period as the aforesaid person or persons may deem
advisable, for distribution in the manner hereinafter provided; and

          (c) Third, in accordance with the first sentence of Section 6.4.

     8.3 Cancellation of Certificate of Formation. Upon the completion of the
distribution of the Company's assets as provided in Section 8.2 hereof, the
Company shall be terminated, and the Manager shall cause the Certificate of
Formation and all qualifications of the Company as a foreign limited liability
company to be canceled and shall take such other actions as may be necessary to
terminate the Company.

     8.4 Deficit Capital Account. If the Company has more than one Member, upon
a liquidation of the Company within the meaning of Section 1.704-l(b)(2)(ii)(g)
of the Treasury Regulations, if any Member has a deficit Capital Account (after
giving effect to all contributions, distributions, allocations and other
adjustments for all Fiscal Years, including the Fiscal Year in which such
liquidation occurs), the Member shall have no obligation to make any Capital
Contribution, and the negative balance of any Capital Account shall not be
considered a debt owed by the Member to the Company or to any other Person for
any purpose.

     8.5 Nonrecourse to Other Members or the Manager. Except as provided by
applicable law or as expressly provided in this Agreement, upon dissolution,
each Member shall receive a return of its Capital Contribution solely from the
assets of the Company. If the assets of the Company remaining after the payment
or discharge of the debts and liabilities of the Company are insufficient to
return any Capital Contribution of any Member, such Member shall have no
recourse against any other Member or the Manager.

     8.6 Distribution in Kind, (a) Notwithstanding the provisions of Section 8.2
which require the liquidation of the assets of the Company, but subject to the
order of priorities provided thereunder, if upon the dissolution of the Company
the Manager determines that an immediate sale of part or all of the assets of
the Company would be impractical or would cause undue loss to the Members, the
Manager may, in its absolute discretion, defer for a reasonable time the
liquidation of any assets except those necessary to satisfy liabilities of the
Company (other than those to Members) and may, in its absolute discretion,
distribute to the Members, in lieu of cash, as tenants in common, undivided
interests in such Company assets as the Manager deems not suitable for
liquidation.

          (b) Any distributions in kind shall be subject to such conditions
relating to the disposition and management of such assets as the Manager deems
reasonable and equitable and to any agreements governing the operating of such
assets at such time. The Manager shall determine the fair market value of any
property distributed in kind using such reasonable method of valuation as it may
adopt.

     8.7 Termination. Upon completion of the dissolution, winding up,
liquidation, and distribution of the assets of the Company, the Company shall be
deemed terminated.


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                                    ARTICLE 9

                               GENERAL PROVISIONS

     9.1 Notices. Any notice, demand or other communication required or
permitted to be given pursuant to this Agreement shall have been sufficiently
given for all purposes if (a) delivered personally or by overnight courier
service to the party to whom such notice, demand or other communication is
directed or (b) sent by registered or certified mail, postage prepaid, addressed
to the Member or the Company at its address set forth in this Agreement. Except
as otherwise provided in this Agreement, any such notice shall be deemed to be
given (i) when received if delivered personally or by overnight courier and (ii)
three business days after the date on which it was deposited in a regularly
maintained receptacle for the deposit of United States mail, addressed and sent
as set forth in this section.

     9.2 Amendments. This document sets forth the entire operating agreement of
the Company and may be amended by the Member as it sees fit or, if there is more
than one Member, by the unanimous consent or approval of all of the Membership
Interests.

     9.3 Construction. Whenever the singular number is used in this Agreement
and when required by the context, the same shall include the plural and vice
versa, and the masculine gender shall include the feminine and neuter genders
and vice versa.

     9.4 Restriction on Transferability of Interests. Without the prior written
consent of the Manager, no Member may sell, assign, transfer or encumber, in
whole or in part, any of such Member's Membership Interest. Upon the death or
dissolution of a Member, the legal representative of the deceased or dissolved
Member shall thereafter be admitted as a Member upon its agreement to be bound
by the terms hereof.

     9.5 Headings. The headings in this Agreement are for convenience only and
shall not be used to interpret or construe any provision of this Agreement.

     9.6 Waiver. No failure of a Member to exercise, and no delay by a Member in
exercising, any right or remedy under this Agreement shall constitute a waiver
of such right or remedy. No waiver by a Member of any such right or remedy under
this Agreement shall be effective unless made in a writing duly executed by all
Members and specifically referring to each such right or remedy being waived.

     9.7 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law. However, if any provision of this Agreement shall be prohibited by or
invalid under such law, it shall be deemed modified to conform to the minimum
requirements of such law or, if for any reason it is not deemed so modified, it
shall be prohibited or invalid only to the extent of such prohibition or
invalidity without the remainder thereof or any other such provision being
prohibited or invalid.

     9.8 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of all Members, and each of the successors and assignees of the Members,
except that no right Or obligation of a Member under this Agreement may be
assigned by such Member to another Person without first obtaining the written
consent of all other Members.


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     9.9 Agency. If there is more than one Member, each Member shall designate a
natural person to act as such Member's sole authorized agent for all matters
relating to the Company and to this Agreement (which agent may, in the case of a
Member who is a natural person, be the Member). Unless and until a Member shall
have given written notice to each other member to the effect that such agency
has been terminated, (a) any consent or other instrument to be made or given
under the provisions of this Agreement that may be executed by a Member shall be
executed on behalf of such Member only by such Agent, and (b) each other Member
shall be entitled conclusively to rely on the execution by the agent as if it
were the execution by the Member.

     9.10 Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.


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          IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the date first indicated above.

                                        SOLE MEMBER

                                        GAMESTOP, INC.


                                        By:
                                            ------------------------------------
                                            David W. Carlson
                                            Chief Financial Officer


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