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Published: 2008-03-26

License Agreement for Game Boy Advance - Nintendo of America Inc. and BAM! Entertainment Inc.



                         CONFIDENTIAL LICENSE AGREEMENT
                              FOR GAME BOY ADVANCE
                              (Western Hemisphere)

     THIS LICENSE AGREEMENT ("Agreement") is entered into between NINTENDO OF 
AMERICA INC. ("NOA"), at 4820 150th Avenue N.E., Redmond, WA 98052 Attn: 
General Counsel (Fax: 425-882-3585) and BAM Entertainment, Inc., ("LICENSEE") 
at 333 West Santa Clara Street, Suite 930, San Jose, CA 95113, Attn: Ray Musci 
(Fax: (408) 298-9600). NOA and LICENSEE agree as follows:

1.   RECITALS

     1.1  NOA markets and sells advanced design, high-quality video game 
systems, including the GAME BOY(R) ADVANCE system.

     1.2  LICENSEE desires a license to use highly proprietary programming 
specifications, development tools, trademarks and other valuable intellectual 
property rights of NOA and its parent company, Nintendo Co., Ltd. (collectively 
"Nintendo"), to develop, have manufactured, advertise, market and sell video 
game software for play on the GAME BOY ADVANCE system.

     1.3  NOA is willing to grant a license to LICENSEE on the terms and 
conditions set forth in this Agreement.

2.   DEFINITIONS

     2.1  "Artwork" means the design specifications for the Game Cartridge 
label and Printed Materials in the format specified by NOA in the Guidelines.

     2.2  "Development Tools" means the development kits, programming tools, 
emulators, and other materials that may be used in the development of Games 
under this Agreement.

     2.3  "Effective Date" means the last date on which all parties shall have 
signed this Agreement.

     2.4  "Finished Product(s)" means the fully assembled and shrink-wrapped 
Licensed Products, each including a Game Cartridge, Game Cartridge label and 
Printed Materials.

     2.5  "Game Cartridges(s)" means custom cartridges specifically 
manufactured under the terms of this Agreement for play on the GAME BOY ADVANCE 
system, incorporating semiconductor components in which a Game has been stored.

     2.6  "Game(s)" means interactive video game programs (including source and 
object/binary code) developed for play on the GAME BOY ADVANCE system.

     2.7  "Guidelines" means the current version or any future revision of the 
"Game Boy Packaging Guidelines", "Nintendo Trademark Guidelines", "Game Boy 
Advance Development Manual" and related guidelines.

     2.8  "Independent Contractor" means any individual or entity that is not 
an employee of LICENSEE, including any independent programmer, consultant, 
contractor, board member or advisor.

     2.9  "Intellectual Property Rights" means individually, collectively or in 
any combination, Proprietary Rights owned, licensed or otherwise held by 
Nintendo that are associated with the development, manufacturing, advertising, 
marketing or sale of the Licensed Products, including, without limitation, (a) 
registered and unregistered trademarks and trademark applications used in 
connection with video games for play on the GAME BOY ADVANCE system including 
"Nintendo(R)", "GAME BOY(R) ADVANCE," "AGB" and the "Official Nintendo Seal of 
Quality(R)", (b) select trade dress associated with the 


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GAME BOY ADVANCE system and licensed video games for play thereon, (c) 
Proprietary Rights in the Security Technology incorporated into the Game 
Cartridges, (d) rights in the Development Tools for use in developing the 
Games, (e) patents or design registrations associated with the Game Cartridges, 
(f) copyrights in the Guidelines, and (g) other Proprietary Rights of Nintendo 
in Confidential Information.

      2.10  "Licensed Products" means (a) Finished Products, or (b) Stripped 
Products when fully assembled and shrink-wrapped with the Printed Materials.

      2.11  "Marketing Materials" means marketing, advertising or promotional 
materials developed by or for LICENSEE (or subject to LICENSEE's approval) to 
promote the sale of the Licensed Products, including, but not limited to, 
television, radio and on-line advertising, point-of-sale materials (e.g. 
posters, counter-cards), package advertising and print media or materials.

      2.12  "NDA" means the non-disclosure agreement providing for the 
protection of Confidential Information related to the GAME BOY ADVANCE system 
previously entered into between NOA and LICENSEE.

      2.13  "Notice" means any notice permitted or required under this 
Agreement. All notices shall be sufficiently given when (a) personally served 
or delivered, or (b) transmitted by facsimile, with an original sent 
concurrently by first class U.S. mail, or (c) deposited, postage prepaid, with 
a guaranteed air courier service, in each case addressed as stated herein, or 
addressed to such other person or address either party may designate in a 
Notice. Notice shall be deemed effective upon the earlier of actual receipt or 
two (2) business days after transmittal.

      2.14  "Price Schedule" means the current version or any future revision 
of NOA's schedule of purchase prices and minimum order quantities for the 
Licensed Products.

      2.15  "Printed Materials" means the box, user instruction booklet, 
poster, warranty card and LICENSEE inserts incorporating the Artwork, together 
with a precautions booklet as specified by NOA.

      2.16  "Proprietary Rights" means any rights or applications for rights 
owned, licensed or otherwise held in patents, trademarks, service marks, 
copyrights, mask works, trade secrets, trade dress, moral rights and publicity 
rights, together with all inventions, discoveries, ideas, technology, know-how, 
data, information, processes, formulas, drawings and designs, licenses, 
computer programs, software source code and object code, and all amendments, 
modifications, and improvements thereto for which such patent, trademark, 
service mark, copyright, mask work, trade secrets, trade dress, moral rights or 
publicity rights may exist or may be sought and obtained in the future.

      2.17  "Reverse Engineer(ing)" means, without limitation, (a) the x-ray, 
electronic scanning or physical or chemical stripping of semiconductor 
components, (b) the disassembly, decompilation, decryption or simulation of 
object code or executable code, or (c) any other technique designed to extract 
source code or facilitate the duplication of a program or product.

      2.18  "Security Technology" means, without limitation, any security 
signature, bios, data scrambling, password, hardware security apparatus, 
watermark, hologram, copyright management information system or any feature 
which facilitates or limits compatibility with other hardware or software 
outside of the Territory or on a different video game system.

      2.19  "Stripped Product(s)" means the Game Cartridges with Game Cartridge 
labels affixed.

      2.20  "Term" means three (3) years from the Effective Date.

      2.21  "Territory" means all countries within the Western Hemisphere and 
their respective territories and possessions.


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3.   GRANT OF LICENSE; LICENSEE RESTRICTIONS

     3.1  Limited License Grant. For the Term and for the Territory, NOA grants 
to LICENSEE a nonexclusive, nontransferable, limited license to use the 
Intellectual Property Rights to develop Games for manufacture, advertising, 
marketing and sale as Licensed Products, subject to the terms and conditions of 
this Agreement. Except as permitted under a separate written authorization from 
Nintendo, LICENSEE shall not use the Intellectual Property Rights for any other 
purpose.

     3.2  LICENSEE Acknowledgement. LICENSEE acknowledges (a) the value of the 
Intellectual Property Rights, (b) the right, title, and interest of Nintendo in 
and to the Intellectual Property Rights, and (c) the right, title and interest 
of Nintendo in and to the Proprietary Rights associated with all aspects of the
GAME BOY ADVANCE system. LICENSEE recognizes that the Games, Game Cartridges 
and Licensed Products will embody valuable rights of Nintendo and Nintendo's 
licensors. LICENSEE represents and warrants that it will not undertake any act 
or thing which in any way impairs or is intended to impair any part of the 
right, title, interest or goodwill of Nintendo in the Intellectual Property 
Rights. LICENSEE's use of the Intellectual Property Rights shall not create any 
right, title or interest of LICENSEE therein.

     3.3  LICENSEE Restrictions and Prohibitions. LICENSEE represents and 
warrants that it will not at any time, directly or indirectly, do or cause to 
be done any of the following:

          (a)  grant access to, distribute, transmit or broadcast a Game by 
electronic means or by any other means known or hereafter devised, including, 
without limitation, by wireless, cable, fiber optic, telephone lines, 
microwave, radiowave, computer or other device network; provided, however, that 
limited transmissions may be made for the sole purpose of facilitating 
development under the terms of this Agreement, but no right of retransmission 
shall attach to any such authorized transmission and, reasonable security 
measures, customary within the high technology industry, shall be utilized to 
reduce the risk of unauthorized interception or retransmission of any such 
authorized transmission,

          (b)  authorize or permit any online activities involving a Game, 
including, without limitation, multiplayer, peer-to-peer or online play,

          (c)  modify, install or operate a Game on any server or computing 
device for the purpose of or resulting in the rental, lease, loan or other 
grant of remote access to the Game,

          (d)  emulate, interoperate, interface or link a Game for operation or 
use with any hardware or software platform, accessory, computer language, 
computer environment, chip instruction set, consumer electronics device or 
device other than the GAME BOY ADVANCE system or the Development Tools,

          (e)  embed, incorporate, or store a Game in any media or format 
except the cartridge format utilized by the GAME BOY ADVANCE system, except as 
may be necessary as a part of the Game development process under this Agreement,

          (f)  design, implement or undertake any process, procedure, program 
or act designed to circumvent the Security Technology,

          (g)  utilize the Intellectual Property Rights to design or develop 
any interactive video game program, except as authorized under this Agreement,

          (h)  manufacture or reproduce a Game developed under this Agreement, 
except through Nintendo, or

          (i)  Reverse Engineer or assist in the Reverse Engineering of all or 
any part of the GAME BOY ADVANCE system, including the hardware or software 
(whether embedded or otherwise), or the Security Technology.


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     3.4  Development Tools. Nintendo may lease, loan or sell Development Tools 
to LICENSEE to assist in the development of Games under this Agreement. 
Ownership and use of any Development Tools provided to LICENSEE by Nintendo 
shall be subject to the terms of this Agreement. LICENSEE acknowledges the 
exclusive interest of Nintendo in and to the Proprietary Rights associated with 
the Development Tools. LICENSEE's use of the Development Tools shall not create 
any right, title or interest of LICENSEE therein. LICENSEE shall not, directly 
or indirectly, (a) use the Development Tools for any purpose except the design 
and development of Games under this Agreement, (b) reproduce or create 
derivatives of the Development Tools, except in association with the 
development of Games under this Agreement, (c) Reverse Engineer the Development 
Tools, or (d) sell, lease, assign, lend, license, encumber or otherwise 
transfer the Development Tools. Any tools developed or derived by LICENSEE as a 
result of a study of the performance, design or operation of the Development 
Tools shall be considered derivative works of the Intellectual Property Rights, 
but may be retained and utilized by LICENSEE in connection with this Agreement. 
In no event shall LICENSEE (i) seek, claim or file for any patent, copyright or 
other Proprietary Right with regard to any such derivative work, (ii) make 
available any such derivative work to any third party, or (iii) use any such 
derivative work except in connection with the design and development of Games 
under this Agreement.

4.   SUBMISSION OF GAME AND ARTWORK FOR APPROVAL

     4.1  Development and Sale of the Games. LICENSEE may develop Games and 
have manufactured, advertise, market and sell Licensed Products for play on the 
GAME BOY ADVANCE system only in accordance with this Agreement.

     4.2  Third Party Developers. LICENSEE shall not disclose the Confidential 
Information, the Guidelines or the Intellectual Property Rights to any 
Independent Contractor, nor permit any Independent Contractor to perform or 
assist in development work for a Game, unless and until such Independent 
Contractor has been approved by NOA and has executed a written confidentiality 
agreement with NOA relating to the GAME BOY ADVANCE system.

     4.3  Delivery of Completed Game. Upon completion of a Game, LICENSEE shall 
deliver a prototype of the Game to NOA in a format specified in the Guidelines, 
together with written user instructions, a complete description of any security 
holes, backdoors, time bombs, cheats, "easter eggs" or other hidden features or 
characters in the Game and a complete screen text script. NOA shall promptly 
evaluate the Game with regard to (a) its technical compatibility with and 
error-free operation on the GAME BOY ADVANCE system, and (b) its compliance 
with the game content guidelines of the Entertainment Software Ratings Board 
("ESRB"). LICENSEE shall provide NOA with a certificate of a rating for the 
Game from the ESRB other than "AO" or "ADULTS ONLY".

     4.4  Approval of Completed Game. NOA shall, within a reasonable period of 
time after receipt, approve or disapprove each submitted Game. If a Game is 
disapproved, NOA shall specify in writing the reasons for such disapproval and 
state what corrections or improvements are necessary. After making the 
necessary corrections or improvements, LICENSEE shall submit a revised Game to 
NOA for approval. NOA shall not unreasonably withhold or delay its approval of 
any Game. The approval of a Game by NOA shall not relieve LICENSEE of its sole 
responsibility for the development, quality and operation of the Game or in any 
way create any warranty for a Game or a Licensed Product by NOA.

     4.5  Submission of Artwork. Upon submission of a completed Game to NOA, 
LICENSEE shall prepare and submit to NOA the Artwork for the proposed Licensed 
Product. Within ten (10) business days of receipt, NOA shall approve or 
disapprove the Artwork. If any Artwork is disapproved, NOA shall specify in 
writing the reasons for such disapproval and state what corrections or 
improvements are necessary. After making the necessary corrections or 
improvements, LICENSEE shall submit revised Artwork to NOA for approval. NOA 
shall not unreasonably withhold or delay its approval of any Artwork. The 
approval of the Artwork by NOA shall not relieve LICENSEE of its sole 
responsibility for the development and quality of the Artwork or in any way 
create any warranty for the Artwork or the Licensed product by NOA.


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     4.6  Artwork for Stripped Product. If LICENSEE submits an order for 
Stripped Product, all Artwork shall be submitted to NOA in advance of NOA's 
acceptance of the order and no production of Printed Materials shall occur 
until such Artwork has been approved by NOA under Section 4.5 herein.

5.   ORDER PROCESS, PURCHASE PRICE, PAYMENT AND DELIVERY

     5.1  Submission of Order by LICENSEE. LICENSEE may at any time submit 
written purchase orders to NOA for any approved Licensed Product title. The 
purchase order shall specify whether it is for Finished Product or Stripped 
Product. The terms and conditions of this Agreement shall control over any 
contrary terms of such purchase order or any other written documents submitted 
by LICENSEE. All orders are subject to acceptance by NOA in Redmond, WA.

     5.2  Purchase Price and Minimum Order Quantities. The purchase price and 
minimum order quantities for the Licensed Products shall be set forth in NOA's 
then current Price Schedule. The purchase price includes the cost of 
manufacturing together with a royalty for the use of the Intellectual Property 
Rights. No taxes, duties, import fees and other tariffs related to the 
development, manufacture, import, marketing or sale of the Licensed Products 
are included in the purchase price and all such taxes are the responsibility of 
LICENSEE (except for taxes imposed on NOA's income). The Price Schedule is 
subject to change by NOA at any time without Notice.

     5.3  Payment. Upon placement of an order with NOA, LICENSEE shall pay the 
full purchase price to NOA either (a) by placement of an irrevocable letter of 
credit in favor of NOA and payable at sight, issued by a bank acceptable to NOA 
and confirmed, if requested by NOA, at LICENSEE's expense, or (b) in cash, by 
wire transfer to NOA's designated account. All associated banking charges shall 
be for LICENSEE's account.

     5.4  Shipment and Delivery. The Licensed Products shall be delivered 
F.O.B. Japan or such other delivery point specified by NOA, with shipment at 
LICENSEE's direction and expense. Orders may be delivered by NOA in partial 
shipments, each directed to not more than two (2) destinations designated by 
LICENSEE within the Territory. Title to the Licensed Products shall vest in 
accordance with the terms of the applicable letter of credit or, in the absence 
thereof, at the point of delivery.

6.   MANUFACTURE OF THE LICENSED PRODUCT

     6.1  Manufacturing. Nintendo Co., Ltd. shall be the exclusive source for 
the manufacture of the Game Cartridges, with responsibility for all aspects of 
the manufacturing process, including the selection of the locations and 
specifications for any manufacturing facilities, determination of materials and 
processes, appointment of suppliers and subcontractors and management of all 
work-in-progress.

     6.2  Manufacture of the Licensed Products. Upon acceptance by NOA of a 
purchase order for an approved Licensed Product title and payment as provided 
for under Section 5.3 herein, NOA (through Nintendo Co., Inc., and/or its 
subcontractors), will arrange for the manufacture of Finished Product or 
Stripped Product, as specified in LICENSEE's purchase order.

     6.3  Security Features. The final release version of the Game, Game 
Cartridges and Printed Materials shall include such Security Technology as 
Nintendo, in its sole discretion, may deem necessary or appropriate.

     6.4  Production of Stripped Product Printed Materials. For Stripped 
Product, LICENSEE shall arrange and pay for the production of the Printed 
Materials using the Artwork. Upon receipt of an order of Stripped Product, 
LICENSEE shall assemble the Game Cartridges and Printed Materials into the 
Licensed Products. Licensed Products may be sold or otherwise distributed by 
LICENSEE only in fully assembled and shrink-wrapped condition.

     6.5  Prior Approval of LICENSEE's Independent Contractor. Prior to the 
placement of a purchase order for Stripped Product, LICENSEE shall obtain 
NOA's approval of any independent

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Contractors selected to perform the production and assembly operations. LICENSEE
shall provide NOA with the names, addresses and all business documentation
reasonably requested by NOA for such Independent Contractors. NOA may, prior to
approval and at reasonable intervals thereafter, (a) require submission of
additional business or financial information regarding the Independent
Contractors, (b) inspect the facilities of the Independent Contractors, and (c)
be present to supervise any work on the Licensed Products to be done by the
Independent Contractors. If at any time NOA deems an Independent Contractor to
be unable to meet quality, security or performance standards reasonably
established by NOA, NOA may refuse to grant its approval or withdraw its
approval upon Notice to LICENSEE. LICENSEE may not proceed with the production
of the Printed Materials or assembly of the Licensed Product until NOA's
concerns have been resolved to its satisfaction or until LICENSEE has selected
and received NOA's approval of another Independent Contractor.

     6.6  NOA Inserts for Stripped Product. NOA, at its option, may provide
LICENSEE with NOA produced promotional materials (as provided for at Section
7.7(a) herein), which LICENSEE agrees to include in the assembly of the Licensed
Products.

     6.7  Sample Printed Materials and Stripped Product. Within a reasonable
period of time after LICENSEE's assembly of the initial order for a Stripped
Product title, LICENSEE shall provide NOA with (a) one (1) sample of the fully
assembled shrink-wrapped Licensed Product, and (b) fifty (50) samples of
LICENSEE produced Printed Materials for such Licensed Product.

     6.8  Retention of Sample Licensed Products by Nintendo. Nintendo may, at
its own expense, manufacture reasonable quantities of the Game Cartridges or the
Licensed Products to be used for archival purposes, legal proceedings against
infringers of the Intellectual Property Rights or for other lawful purposes.

7.   MARKETING AND ADVERTISING

     7.1  Approval of Marketing Materials. LICENSEE represents and warrants that
the Marketing Materials shall (a) be of high quality and comply with the
Guidelines, (b) comply with all voluntary ESRB advertising, marketing or
merchandising guidelines, and (c) comply with all applicable laws and
regulations in those jurisdictions in the Territory where they will be used or
distributed. Prior to actual use or distribution, LICENSEE shall submit to NOA
for review samples of all proposed Marketing Materials. NOA shall, within ten
(10) business days of receipt, approve or disapprove the quality of such
samples. If any of the samples are disapproved, NOA shall specify the reasons
for such disapproval and state what corrections and/or improvements are
necessary. After making the necessary corrections and/or improvements, LICENSEE
shall submit revised samples for approval by NOA. No Marketing Materials shall
be used or distributed by LICENSEE without NOA's prior written approval. NOA
shall not unreasonably withhold or delay its approval of any proposed Marketing
Materials.

     7.2  No Bundling. LICENSEE shall not market or distribute any Finished
Product or Stripped Product that has been bundled with (a) any peripheral
designed for use with the GAME BOY ADVANCE system which has not been licensed or
approved in writing by NOA, or (b) any other product or service where NOA's
sponsorship, association, approval or endorsement might be suggested by the
bundling of the products or services.

     7.3  Warranty and Repair. LICENSEE shall provide the original consumer with
a minimum ninety (90) day limited warranty on all Licensed Products. LICENSEE
shall also provide reasonable product service, including out-of-warranty
service, for all Licensed Products.

     7.4  Business Facilities. LICENSEE agrees to develop and maintain (a)
suitable office facilities within the United States, adequately staffed to
enable LICENSEE to fulfill all responsibilities under this Agreement, (b)
necessary warehouse, distribution, marketing, sales, collection and credit
operations to facilitate proper handling of the Licensed Products, and (c)
customer service and game counseling, including telephone service, to adequately
support the Licensed Products.



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     7.5  No Sales Outside the Territory. LICENSEE represents and warrants that 
it shall not market, sell, offer to sell, import or distribute the Licensed 
Products outside the Territory, or within the Territory when with actual or 
constructive knowledge that a subsequent destination of the Licensed Product is 
outside the Territory.

     7.6  Defects and Recall. In the event of a material programming defect in 
a Licensed Product that would, in NOA's reasonable judgment, significantly 
impair the ability of a consumer to play the Game, NOA may, after consultation 
with LICENSEE, require the LICENSEE to recall the Licensed Product and 
undertake suitable repairs or replacements.

     7.7  NOA Promotional Materials, Publications and Events. At its option, 
NOA may (a) insert in the Printed Materials for the Licensed Products 
promotional materials concerning Nintendo Power magazine or other NOA products, 
services or programs, (b) utilize screen shots, Artwork and Information 
regarding the Licensed Products in Nintendo Power, Nintendo Power Source or 
other advertising, promotional or marketing media which promotes Nintendo 
products, services or programs, and (c) exercise public performance rights in 
the Games and use related trademarks and Artwork in connection with NOA 
sponsored contests, tours, conventions, trade shows, press briefings and 
similar events which promote the GAME BOY ADVANCE system.

     7.8  Nintendo Gateway System. To promote and increase demand for games on 
Nintendo video game systems, NOA licenses a system (the "Nintendo Gateway 
System") in various non-coin activated commercial settings such as commercial 
airlines, cruise ships, rail systems and hotels, where customers play games on 
specially adapted Nintendo video game systems. If NOA identifies a Game for 
possible license on the Nintendo Gateway System, the parties agree to conduct 
good faith negotiations toward including the Game in the Nintendo Gateway 
System.

8.   CONFIDENTIAL INFORMATION

     8.1  Definition. "Confidential Information" means information provided to 
LICENSEE by Nintendo or any third party working with Nintendo relating to the 
hardware and software for the GAME BOY ADVANCE system or the Development Tools, 
including, but not limited to, (a) all current or future information, know-how, 
techniques, methods, information, tools, emulator hardware or software, 
software development specifications, and/or trade secrets, (b) any patents or 
patent applications, (c) any business, marketing or sales data or information, 
and (d) any other information or data relating to development, design, 
operation, manufacturing, marketing or sales. Confidential Information shall 
include all confidential information disclosed, whether in writing, orally, 
visually, or in the form of drawings, technical specifications, software, 
samples, pictures, models, recordings, or other tangible items which contain or 
manifest, in any form, the above listed information. Confidential Information 
shall not include (i) data and information which was in the public domain prior 
to LICENSEE's receipt of the same hereunder, or which subsequently becomes part 
of the public domain by publication or otherwise, except by LICENSEE's wrongful 
act or omission, (ii) data and information which LICENSEE can demonstrate, 
through written records kept in the ordinary course of business, was in its 
possession without restriction or use or disclosure, prior to its receipt of 
the same hereunder and was not acquired directly or indirectly from Nintendo 
under an obligation of confidentiality which is still in force, and (iii) data 
and information which LICENSEE can show was received by it from a third party 
who did not acquire the same directly or indirectly from Nintendo and to whom 
LICENSEE has no obligation of confidentiality.

     8.2  Disclosures Required by Law. LICENSEE shall be permitted to disclose 
Confidential Information if such disclosure is required by an authorized 
governmental or judicial entity, provided that NOA is given Notice thereof at 
least thirty (30) days prior to such disclosure. LICENSEE shall use its best 
efforts to limit the disclosure to the greatest extent possible consistent with 
LICENSEE's legal obligations, and if required by NOA, shall cooperate in the 
preparation and entry of appropriate protective orders.

     8.3  Disclosure and Use. NOA may provide LICENSEE with highly confidential 
development information, Guidelines, Development Tools, systems, specifications 
and related resources and information constituting and incorporating the 
Confidential Information to assist LICENSEE in the 


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development of Games. LICENSEE agrees to maintain all Confidential Information 
as strictly confidential and to use such Confidential Information only in 
accordance with this Agreement. LICENSEE shall limit access to the Confidential 
Information to LICENSEE's employees having a strict need to know and shall 
advise such employees of their obligation of confidentiality as provided 
herein. LICENSEE shall require each such employee to retain in confidence the 
Confidential Information pursuant to a written non-disclosure agreement between 
LICENSEE and such employee. LICENSEE shall use its best efforts to ensure that 
its employees working with or otherwise having access to Confidential 
Information shall not disclose or make any unauthorized use of the Confidential 
Information.

     8.4  No Disclosure to Independent Contractors. LICENSEE shall not disclose 
the Confidential Information to any Independent Contractor without the prior 
written consent of NOA. Any Independent Contractor seeking access to 
Confidential Information shall be required to enter into a written 
non-disclosure agreement with NOA prior to receiving any access to or 
disclosure of the Confidential Information from either LICENSEE or NOA.

     8.5  Agreement Confidentiality. LICENSEE agrees that the terms, conditions 
and contents of this Agreement shall be treated as Confidential Information. 
Any public announcement or press release regarding this Agreement or the 
release dates for Games developed by LICENSEE under this Agreement shall be 
subject to NOA's prior written approval. The parties may disclose this 
Agreement (a) to accountants, banks, financing sources, lawyers, parent 
companies and related parties under substantially equivalent confidentiality 
obligations, (b) in connection with any formal legal proceeding for the 
enforcement of this Agreement, (c) as required by the regulations of the 
Securities and Exchange Commission ("SEC"), provided that all Confidential 
Information regarding NOA shall be redacted from such disclosures to the 
maximum extent allowed by the SEC, and (d) in response to lawful process, 
subject to a written protective order approved in advance by NOA.

     8.6  Notification Obligations. LICENSEE shall promptly notify NOA of the 
unauthorized use or disclosure of any Confidential Information and shall 
promptly act to recover any such information and prevent further breach of the 
obligations herein. The obligations of LICENSEE set forth herein are in 
addition to and not in lieu of any other legal remedy that may be available to 
NOA under this Agreement or applicable law.

     8.7  Continuing Effect of the NDA. The terms of this Section 8 supplement 
the terms of the NDA, which shall remain in effect. In the event of a conflict 
between the terms of the NDA and this Agreement, the terms of this Agreement 
shall control.

9.   REPRESENTATIONS AND WARRANTIES

     9.1  LICENSEE's Representations and Warranties. LICENSEE represents and 
warrants that:

          (a)  it is a duly organized and validly existing corporation and has 
full authority to enter into this Agreement and to carry out the provisions 
hereof,

          (b)  the execution, delivery and performance of this Agreement by 
LICENSEE does not conflict with any agreement or understanding to which 
LICENSEE may be bound, and

          (c)  excluding the Intellectual Property Rights, LICENSEE is either 
(i) the sole owner of all right, title and interest in and to the trademarks, 
copyrights and other intellectual property rights used on or in association with
the development, advertising, marketing and sale of the Licensed Products and 
the Marketing Materials, or (ii) the holder of such rights to the trademarks, 
copyrights and other intellectual property rights which have been licensed from 
a third party as are necessary for the development, advertising, marketing and 
sale of the Licensed Products and the Marketing Materials under this Agreement.


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   9
     9.2  NOA'S Representations and Warranties. NOA represents and warrants
that:
          (a) it is a duly organized and validly existing corporation and has
full authority to enter into this Agreement and to carry out the provisions 
hereof, and

          (b) the execution, delivery and performance of this Agreement by NOA
does not conflict with any agreement or understanding to which NOA may be bound.

     9.3  INTELLECTUAL PROPERTY RIGHTS DISCLAIMER BY NOA. NOA MAKES NO 
REPRESENTATION OR WARRANTY CONCERNING THE SCOPE OR VALIDITY OF THE 
INTELLECTUAL PROPERTY RIGHTS. NOA DOES NOT WARRANT THAT THE DESIGN, 
DEVELOPMENT, ADVERTISING, MARKETING OR SALE OF THE LICENSED PRODUCTS OR THE USE
OF THE INTELLECTUAL PROPERTY RIGHTS BY LICENSEE WILL NOT INFRINGE UPON PATENT, 
COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. ANY 
WARRANTY THAT MAY BE PROVIDED IN ANY APPLICABLE PROVISION OF THE UNIFORM 
COMMERCIAL CODE OR ANY OTHER COMPARABLE LAW OR STATUTE IS EXPRESSLY DISCLAIMED.
LICENSEE HEREBY ASSUMES THE RISK OF INFRINGEMENT.

     9.4  GENERAL DISCLAIMER BY NOA. NOA DISCLAIMS ANY AND ALL WARRANTIES WITH
RESPECT TO THE LICENSED PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE SECURITY
TECHNOLOGY. LICENSEE PURCHASES AND ACCEPTS ALL LICENSED PRODUCTS ON AN "AS IS"
AND "WHERE IS" BASIS. NOA DISCLAIMS ALL WARRANTIES UNDER THE APPLICABLE LAWS OF 
ANY COUNTRY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF 
MERCHANTABILITY OR FITNESS FOR A GENERAL OR PARTICULAR PURPOSE.

     9.5  LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 
NEITHER NOA NOR NINTENDO CO., LTD. (OR THEIR RESPECTIVE AFFILIATES, LICENSORS
OR SUPPLIERS) SHALL BE LIABLE FOR LOSS OF PROFITS, OR FOR ANY SPECIAL, 
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF LICENSEE OR ITS CUSTOMERS 
ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE
BREACH OF THIS AGREEMENT BY NOA, THE MANUFACTURE OF THE LICENSED PRODUCTS OR 
THE USE OF THE LICENSED PRODUCTS ON ANY NINTENDO VIDEO GAME SYSTEM BY LICENSEE
OR ANY END USER.

10.  INDEMNIFICATION

     10.1 LICENSEE'S Indemnification. LICENSEE shall indemnify and hold 
harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, 
subsidiaries, licensors, suppliers, officers, directors, employees or agents) 
from any claims, losses, liabilities, damages, expenses and costs, including,
without limitation, reasonable attorney's fees and costs and any expenses 
incurred in the settlement or avoidance of any such claim, which result from or
are in connection with:

          (a) a breach of any of the provisions, representations or warranties,
undertaken by LICENSEE in this Agreement,

          (b) any infringement of a third party's Proprietary Rights as a 
result of the design, development, advertising, marketing, sale or use of the 
Licensed Products or the Marketing Materials.

          (c) any claims alleging a defect, failure to warn, bodily injury 
(including death) or other personal or property damage arising out of, or in 
connection with, the design, development, advertising, marketing, sale or use
of any of the Licensed Products, and

          (d) any federal, state or foreign civil or criminal actions relating
to the design, development, advertising, marketing, sale or use of the Licensed
Products or the Marketing Materials.


                                                                         PAGE 9

   10

NOA and LICENSEE shall give prompt Notice to the other of any indemnified claim 
under this Section 10.1. With respect to any third party claim subject to this 
indemnity clause, LICENSEE, as indemnitor, shall have the right to select 
counsel and to control the defense and/or settlement thereof. NOA may, at its 
own expense, participate in such action or proceeding with counsel of its own 
choice. LICENSEE shall not enter into any settlement of any such claim in which 
(i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims 
relating to the Intellectual Property Rights have been asserted, without NOA's 
prior written consent. NOA shall provide reasonable assistance to LICENSEE in 
its defense of any such claim.

      10.2  LICENSEE's Insurance. LICENSEE shall, at its own expense, obtain a 
comprehensive policy of general liability insurance (including coverage for 
advertising injury and product liability claims) from a recognized insurance 
company. Such policy of insurance shall be in an amount of not less than Five 
Million Dollars ($5,000,000 US) on a per occurrence basis and shall provide for 
adequate protection against any suits, claims, loss or damage by the Licensed 
Products. Such policy shall name NOA and Nintendo Co., Ltd. as additional 
insureds and shall specify that it may not be canceled without thirty (30) 
days' prior written Notice to NOA. A Certificate of Insurance shall be provided 
to NOA's Licensing Department not later than the date of the initial order of 
Licensed Products under this Agreement. If LICENSEE fails to maintain such 
insurance at any time during the Term and for a period of two (2) years 
thereafter, NOA may secure such insurance at LICENSEE's expense.

      10.3  Suspension of Production. In the event NOA deems itself at risk 
with respect to any claim, action or proceeding under this Section 10, NOA may, 
at its sole option, suspend production, delivery or order acceptance for any 
Licensed Products, in whole or in part, pending resolution of such claim, 
action or proceeding.

11.   PROTECTION OF PROPRIETARY RIGHTS

      11.1  Joint Actions Against Infringers. LICENSEE and NOA may agree to 
jointly pursue cases of infringement involving of the Licensed Products, as 
such Licensed Products will contain Proprietary Rights owned by each of them. 
Unless the parties otherwise agree, or unless the recovery is expressly 
allocated between them by the court, in the event of such an action, any 
recovery shall be used first to reimburse LICENSEE and NOA for their respective 
reasonable attorneys' fees and costs incurred in bringing such action, pro 
rata, and any remaining recovery shall be distributed to LICENSEE and NOA, pro 
rata, based upon the fees and costs incurred in bringing such action.

      11.2  Actions by LICENSEE. LICENSEE, without the consent of NOA, may 
bring any action or proceeding relating to an infringement or potential 
infringement of LICENSEE's Proprietary Rights in the Licensed Products. 
LICENSEE shall make reasonable efforts to inform NOA of such actions in a 
timely manner. LICENSEE will have the right to retain all proceeds it may 
derive from any recovery in connection with such actions.

      11.3  Actions by NOA. NOA, without the consent of LICENSEE, may bring any 
action or proceeding relating to an infringement or potential infringement of 
NOA's Intellectual Property Rights in the Licensed Products. NOA shall make 
reasonable efforts to inform LICENSEE of such actions in a timely manner. NOA 
will have the right to retain all proceeds it may derive from any recovery in 
connection with such actions.

12.   ASSIGNMENT

      12.1  No Assignment by LICENSEE. This Agreement is personal to LICENSEE 
and may not be sold, assigned, delegated, sublicensed or otherwise transferred 
or encumbered, in whole or in part, without NOA's prior written consent, which 
consent may be withheld by NOA in its sole discretion. In the event of an 
assignment or other transfer in violation of this Agreement, NOA shall have the 
unqualified right to immediately terminate this Agreement without further 
obligation to LICENSEE.

      12.2  Assignment by Operation of Law. In the event of an assignment of 
this Agreement by operation of law, LICENSEE shall, not later than thirty (30) 
days thereafter, give Notice and seek consent


                                                                         PAGE 10

   11
thereto from NOA. Such Notice shall disclose the name of the assignee, the 
effective date and the nature and extent of the assignment. An assignment by 
operation of law includes, but is not limited to (a) a merger of LICENSEE into 
another business entity or a merger of another business entity into LICENSEE, 
(b) the sale, assignment or transfer of all or substantially all of the assets 
of LICENSEE to a third party, (c) the sale, assignment or transfer to a third 
party of any of LICENSEE's intellectual property rights which are used in the 
development of or are otherwise incorporated into any Licensed Products, or (d) 
the sale, assignment or transfer of any of LICENSEE's stock resulting in the 
acquirer having management power over or voting control of LICENSEE. Following 
the later of (i) such an assignment by operation of law, or (ii) receipt of 
Notice therefor, NOA shall have the unqualified right for a period of ninety 
(90) days to immediately terminate this Agreement without further obligation to 
LICENSEE.

     12.3 Non-Disclosure Obligation. In no event shall LICENSEE disclose or 
allow access to NOA's Confidential Information prior to or upon the occurrence 
of an assignment, whether by operation of law or otherwise, unless and until 
NOA gives its written consent to such disclosure.

13.  TERM AND TERMINATION

     13.1 Term. This Agreement shall commence on the Effective Date and 
continue for the Term, unless earlier terminated as provided for herein.

     13.2 Default or Breach. In the event that either party is in default or 
commits a breach of this Agreement, which is not cured within thirty (30) days 
after Notice thereof, then this Agreement shall automatically terminate on the 
date specified in such Notice.

     13.3 Bankruptcy. At NOA's option, this Agreement may be terminated 
immediately and without Notice in the event that LICENSEE (a) makes an 
assignment for the benefit of creditors, (b) becomes insolvent, (c) files a 
voluntary petition for bankruptcy, (d) acquiesces to any involuntary bankruptcy 
petition, (e) is adjudicated as a bankrupt, or (f) ceases to do business.

     13.4 Termination Other Than by Breach. Upon the expiration of this 
Agreement or its termination other than by LICENSEE's breach, LICENSEE shall 
have a period of one hundred eighty (180) days to sell any unsold Licensed 
Products. All Licensed Products in LICENSEE's control following the expiration 
of such sell-off period shall be destroyed by LICENSEE within ten (10) days and 
proof of such destruction (certified by an officer of LICENSEE) shall be 
provided to NOA.

     13.5 Termination by LICENSEE's Breach. If this Agreement is terminated by 
NOA as a result of a breach of its terms and conditions by LICENSEE, LICENSEE 
shall immediately cease all distribution, advertising, marketing or sale of any 
Licensed Products. All Licensed Products in LICENSEE's control as of the date 
of such termination shall be destroyed by LICENSEE within ten (10) days and 
proof of such destruction (certified by an officer of LICENSEE) shall be 
provided to NOA.

     13.6 Breach of NDA or Other NOA License Agreements. At NOA's option, any 
breach by LICENSEE of (a) the NDA, or (b) any other license agreement between 
NOA and LICENSEE relating to the development of games for any Nintendo video 
game system which is not cured within the time period for cure allowed under 
the applicable agreement, shall be considered a material breach of this 
Agreement entitling NOA to terminate this Agreement in accordance with Section 
13.5 herein.

     13.7 No Further Use of the Intellectual Property Rights. Upon expiration 
and/or termination of this Agreement, LICENSEE shall cease all use of the 
Intellectual Property Rights for any purpose, except as may be required in 
connection with the sale of Licensed Products authorized under Section 13.4 
herein. LICENSEE shall, within thirty (30) days thereafter, return or destroy 
all Guidelines, writings, drawings, models, data, tools and other materials and 
things in LICENSEE's possession or in the possession of any past or present 
employee, agent or contractor receiving the information through LICENSEE, which 
constitute or relate to or disclose any Confidential Information, without 
making copies or otherwise retaining any such information. Proof of any 
destruction shall be certified by an officer of LICENSEE and promptly provided 
to NOA.


                                                                         PAGE 11
   12
     13.8  Termination by NOA's Breach. If this Agreement is terminated by 
LICENSEE as a result of a breach of its terms or conditions by NOA, LICENSEE 
may continue to sell the Licensed Products in the Territory until the 
expiration of the Term, at which time the provisions of Section 13.4 shall 
apply.

14.  GENERAL PROVISIONS

     14.1  Export Control. LICENSEE agrees to comply with the export laws and 
regulations of the United States and any other country with jurisdiction over 
the Licensed Products and/or either party.

     14.2  Force Majeure. Neither party shall be liable for any breach of this 
Agreement occasioned by any cause beyond the reasonable control of such party, 
including governmental action, war, riot or civil commotion, fire, natural 
disaster, labor disputes, restraints affecting shipping or credit, delay of 
carriers, inadequate supply of suitable materials or any other cause which 
could not with reasonable diligence be controlled or prevented by the parties. 
In the event of material shortages, including shortages of materials or 
production facilities necessary for production of the Licensed Products, NOA 
reserves the right to allocate such resources among itself and its licensees.

     14.3  Records and Audit. During the Term and for a period of two (2) years 
thereafter, LICENSEE agrees to keep accurate, complete and detailed records 
related to the development and sale of the Licensed Products and the Marketing 
Materials. Upon reasonable Notice to LICENSEE, NOA may, at its expense, audit 
LICENSEE's records, reports and other information related to LICENSEE's 
compliance with this Agreement.

     14.4  Waiver, Severability, Integration, and Amendment. The failure of a 
party to enforce any provision of this Agreement shall not be construed to be a 
waiver of such provision or of the right of such party to thereafter enforce 
such provision. In the event that any term, cause or provision of this 
Agreement shall be construed to be or adjudged invalid, void or unenforceable, 
such term, clause or provision shall be construed as severed from this 
Agreement, and the remaining terms, clauses and provisions shall remain in 
effect. Together with the NDA, this Agreement constitutes the entire agreement 
between the parties relating to the subject matter hereof. All prior 
negotiations, representations, agreements and understandings are merged into, 
extinguished by and completely expressed by this Agreement and the NDA. Any 
amendment to this Agreement shall be in writing, signed by both parties.

     14.5  Survival. In addition to those rights specified elsewhere in this 
Agreement, the rights and obligations set forth in Sections 3, 8, 9, 10 and 13 
shall survive any expiration or termination of this Agreement to the degree 
necessary to permit their complete fulfillment of discharge.

     14.6  Governing Law and Venue. This agreement shall be governed by the 
laws of the State of Washington, without regard to its conflict of laws 
principles. Any legal action (including judicial and administrative 
proceedings) with respect to any matter arising under or growing out of this 
Agreement, shall be brought in a court of competent jurisdiction in King 
County, Washington. Each party hereby consents to the jurisdiction and venue of 
such courts for such purposes.

     14.7  Equitable Relief. LICENSEE acknowledges that in the event of its 
breach of this Agreement, no adequate remedy at law may be available to NOA and 
that NOA shall be entitled to seek injunctive or other equitable relief in 
addition to any relief available at law.

     14.8  Attorneys' Fees. In the event it is necessary for either party to 
this Agreement to undertake legal action to enforce or defend any action 
arising out of or relating to this Agreement, the prevailing party in such 
action shall be entitled to recover from the other party all reasonable 
attorneys' fees, costs and expenses relating to such legal action or any appeal 
therefrom.

     14.9  Counterparts and Signature by Facsimile. This Agreement may be 
signed in counterparts, which shall together constitute a complete Agreement. A 
signature transmitted by facsimile shall be considered an original for purposes 
of this Agreement.

                                                                         PAGE 12

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IN WITNESS WHEREOF, the parties have entered into this Agreement on the dates 
set forth below.


NOA:                                       LICENSEE:

NINTENDO OF AMERICA INC.                   BAM ENTERTAINMENT, INC.



By:    /s/ John Bauer                      By:    /s/ Raymond C. Musci
       ----------------------------               -------------------------
Title: Executive VP, Administration        Title: President
       ----------------------------               -------------------------
Date:  05/29/01                            Date:  May 21, 2001
       ----------------------------               -------------------------