License Agreement for Game Boy, Game Boy Color and Game Boy Pocket Handheld Video Game Systems - Nintendo of America Inc. and Bay Area Multimedia Inc.


                        (Confidential Portions Omitted)

                         CONFIDENTIAL LICENSE AGREEMENT
                FOR GAME BOY, GAME BOY COLOR AND GAME BOY POCKET
                          HANDHELD VIDEO GAME SYSTEMS
                              (Western Hemisphere)

     THIS AGREEMENT is entered into between NINTENDO OF AMERICA INC., a
Washington corporation with an address for notice purposes of 4820 150th Avenue
N.E., Redmond, WA 98052 (Fax: 425-882-3585) ("NINTENDO") and Bay Area Multimedia
Inc., a California Corporation with an address for notice purposes of 333 West
Santa Clara Street, Suite 930, San Jose, CA 95113 (Fax: 408-298-9600),
Attention: President ("LICENSEE").

NINTENDO and LICENSEE acknowledge and agree as follows:

1.   RECITALS

     1.1  NINTENDO markets and sells high-quality video game systems, including 
without limitation hardware and software, marketed by NINTENDO under its 
trademarks "Game Boy(R)", "Game Boy(R) pocket" and "Game Boy(R) Color" for 
playing video games.

     1.2  LICENSEE desires to gain access to and a license to use highly 
proprietary programming specifications, development tools, trademarks and other 
valuable intellectual property rights owned by NINTENDO, in order to develop 
video game software and to purchase such video game software from NINTENDO for 
play on the Game Boy Systems, which systems were developed by NCL (as defined 
below).

     1.3  NINTENDO is willing to grant to LICENSEE a license to use such 
proprietary information and intellectual property rights and to sell video game 
software to LICENSEE upon the terms and conditions set forth in this Agreement.

2.   DEFINITIONS


     2.1  "Artwork" shall mean the final art and mechanical formats for the 
Licensed Product (as defined below) including the Game box, user instruction 
manual with consumer precautions and warranty, game cartridge label and inserts.

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

     2.3  "Finished Goods" shall mean the Game Cartridge, fully assembled with 
exterior labels, packaged in a plastic or polyethylene bag, placed in a high 
quality, custom packaging box, including all required Artwork.

     2.4  "Game Boy Systems" shall mean individually, collectively or in any 
combination the 8-bit monochrome Game Boy and Game Boy pocket handheld video 
game systems and the 8-bit Game Boy Color handheld video game system.

     2.5  "Game Cartridge(s)" shall mean interchangeable plastic cartridges 
adapted for use with the Game Boy System, housing the Game embodied in 
electronic memory devices or comparable medium authorized by NINTENDO for 
storing the Games.

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     2.6 "Game(s)" shall mean video game software compatible with the Game Boy 
Systems developed under this Agreement.

     2.7 "Guidelines" shall mean the "Game Boy Systems Packaging Guidelines" 
and the "Game Boy Systems Development Manual" setting forth trademark, 
copyright and related artwork standards, as provided by NINTENDO.

     2.8 "Independent Contractor" shall mean any third party agent, 
consultant, contractor or independent programmer, other than LICENSEE.

     2.9 "Licensed Copyright(s)" shall mean various copyrights in printed 
materials, art or logo designs, computer software, electronic circuitry and 
rights in integrated circuit layout designs employed in the Game Boy Systems.

     2.10 "Licensed Intellectual Properties" shall mean individually, 
collectively or in any combination, the Licensed Inventions, Licensed 
Proprietary Information, Licensed Copyrights and Licensed Trademarks.

     2.11 "Licensed Invention(s)" shall mean improvements and inventions 
concerning the Game Boy Systems, including inventions that are or may become 
the subject matter of various patents or patent applications.

     2.12 "Licensed Product(s)" shall mean Game Cartridges (or comparable 
medium authorized by NINTENDO) for employing the Licensed Intellectual 
Properties and having electronic memory devices storing the Games.

     2.13 "Licensed Proprietary Information" shall mean any of the following
information relating to the Game Boy Systems: (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 information 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. "Licensed
Proprietary Information" shall include information disclosed to LICENSEE by
NINTENDO, NINTENDO's affiliated companies, and/or other third parties working
with NINTENDO. Such Licensed Proprietary 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. Licensed Proprietary Information shall not
include: (a) 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, (b) data and information which LICENSEE can demonstrate, through
written records kept in the ordinary course of business, was in its possession
without restriction on 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, (c) 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, and (d) data and information which is required
to be disclosed by an authorized governmental or judicial entity, provided that
LICENSEE shall notify NINTENDO at least thirty (30) days prior to such
disclosure.

     2.14 "Licensed Trademarks" shall mean registered and unregistered 
trademarks and trademark applications used in connection with the Game Boy 
Systems including, but not limited to, "Nintendo", "Game Boy", "Game Boy 
Color", Game Boy pocket, "Official Nintendo Seal of Quality" and trade dress in 
the Game Boy Systems.

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     2.15 "Marketing Materials" shall mean marketing, advertising or 
promotional materials which incorporate the Licensed Intellectual Properties 
and which are developed by or for LICENSEE to promote the sale of the Licensed 
Products.

     2.16 "NCL" shall mean NINTENDO's parent company, Nintendo Co., Ltd. of  
Kyoto, Japan.

     2.17 "Product Sample" shall mean a sample of the Game for Game Boy Color 
as defined in Section 5.2.

     2.18 "Schedule 1" shall mean the "Nintendo of America Inc. Price Schedule 
for the Game Boy Licensed Game Paks" attached to this Agreement and 
incorporated by reference to this Agreement.

     2.19 "Schedule 2" shall mean the "Nintendo of America Inc. Price Schedule 
for the Game Boy Color Licensed Game Paks" attached to this Agreement and 
incorporated by reference into this Agreement.

     2.20 "Stripped Cartridge(s)" shall mean fully assembled Game Cartridges 
with exterior labels shipped in a plastic or polyethylene bag, excluding the 
required Artwork.

     2.21 "Term" shall mean three (3) years from the Effective Date.

     2.22 "Territory" shall mean all countries within the Western Hemisphere, 
including the United States, Canada, South America, Central America, Mexico and 
all applicable territories and possessions.

3.   GRANT OF LICENSE; RESERVATION OF RIGHTS BY NINTENDO

     3.1  Grant. For the Term and the Territory, NINTENDO hereby grants to 
LICENSEE, and LICENSEE hereby accepts under the terms and conditions set forth 
in this Agreement, a nonexclusive license to develop the Licensed Products. 
Except as may be permitted under a separate written authorization from NINTENDO 
or NCL, LICENSEE shall not use the Licensed Intellectual Properties for any 
other purpose.

     3.2 Reservation of Rights in the Licensed Intellectual Properties. 
LICENSEE acknowledges NINTENDO's and NCL's right, title, and interest in and to 
the Licensed Intellectual Properties and the goodwill associated with the 
Licensed Trademarks. LICENSEE will not at any time do or cause to be done any 
act or thing which in any way impairs or is intended to impair any part of such 
right, title, interest or goodwill. LICENSEE shall not represent that it has 
any ownership in the Licensed Intellectual Properties. This agreement does not 
grant LICENSEE any ownership interest in the Licensed Intellectual Properties, 
and LICENSEE's use of the Licensed Intellectual Properties shall not create any 
right, title or interest therein in LICENSEE's favor beyond the license granted 
herein.

     3.3 Reservation of Rights of Distribution Outside the Territory. LICENSEE 
shall market and sell the Licensed Products only in the Territory. LICENSEE 
shall not directly or indirectly export any Licensed Products from the 
Territory nor shall LICENSEE knowingly permit or assist any third party in 
doing so.

     3.4  Reservation of Rights to Reverse Engineer. LICENSEE may utilize and 
study the design, performance and operation of the Game Boy Systems and the 
Licensed Proprietary Information solely for the purpose of developing software 
which is compatible with the Game Boy Systems for license under this Agreement. 
LICENSEE shall not, directly or indirectly, reverse engineer or aid or assist 
in the reverse engineering of all or any part of the Game Boy Systems, 
including the hardware, software and/or tools. For purposes of this Agreement, 
"reverse engineering" shall mean: (a) the x-ray electronic scanning and/or

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physical or chemical stripping of semiconductor components; and/or (b) the
disassembly, decompilation, decryption, or simulation of object code or
executable code, specifically including, but not limited to, any NINTENDO
supplied or developed libraries. The limitations set forth in this Section 3.4
shall not preclude LICENSEE from engaging in reverse engineering of any Game
code which was developed solely by LICENSEE and related only to the Game and was
not supplied by nor derived from any code supplied by NINTENDO.

     3.5 Reservation of Rights of Electronic Transmission. LICENSEE shall not
directly or indirectly duplicate, distribute or transmit Games via electronic
means or any other means now known or hereafter devised, including without
limitation, wireless, cable, fiber optic means, telephone lines, satellite
transmission, microwave or radio waves or over a network of interconnected
computers or other devices. Notwithstanding this limitation, LICENSEE shall not
be prohibited from the electronic transmission of Games during the development
processed for the sole purpose of facilitating development; provided, however,
that no right of retransmission shall attach to any such transmission, and,
provided, further, that LICENSEE shall use reasonable security measures,
customary within the industry, to reduce the risk of unauthorized interception
or retransmission of such transmission.

     3.6 Notification Obligations. LICENSEE shall promptly notify NINTENDO of
the loss or unauthorized use or disclosure of any Licensed Proprietary
Information and shall promptly act to recover any such information and/or
prevent further breach of the confidentiality obligations herein.

4.   CONFIDENTIALITY

     4.1 Disclosure of Proprietary Information. During the Term, NINTENDO may
provide LICENSEE with highly proprietary development information, development
tools, emulation systems, programming specifications and related resources and
information constituting and incorporating the Licensed Proprietary Information
to enable LICENSEE to develop video games for use with the Game Boy Systems.

     4.2 Confidentiality of Licensed Proprietary Information. LICENSEE shall
maintain all Licensed Proprietary Information as strictly confidential and will
use such Licensed Proprietary Information only in accordance with this
Agreement. LICENSEE shall limit access to the Licensed Proprietary 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 Licensed
Proprietary 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 Licensed Proprietary
Information shall not disclose or make unauthorized use of the Licensed
Proprietary Information.

     4.3 Agent/Consultant Confidentiality. LICENSEE shall not disclose the
Licensed Proprietary Information to any Independent Contractor without
NINTENDO's prior written approval. Each approved Independent Contractor shall be
required to enter into a written non-disclosure agreement with NINTENDO prior to
receiving any access to or disclosure of the Licensed Proprietary Information.

5.   DEVELOPMENT; QUALITY STANDARDS; ARTWORK; MANUFACTURING

     5.1 Development and Sale of the Game Boy Systems Programs. During the Term
and for the Territory, LICENSEE may develop Games and/or sell Licensed Products
for the Game Boy Systems in accordance with this Agreement.

     5.2 Submission of Product Sample (Game Boy Color Only). Prior to a Game Boy
Color Game



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reaching fifty percent (50%) completion, LICENSEE shall submit to NINTENDO for 
approval a Product Sample. Such Product Sample must include a demonstration of 
the manner in which such Game Boy Color dedicated or compatible Game will 
utilize and exploit the following color criteria: (a) differentiation from 
monochrome Game Boy software (each Game Boy Color Game must appear 
significantly more colorful than monochrome Game Boy software when "colorized" 
by the Game Boy Color hardware); (b) simultaneous colors; (c) appropriate use 
of color, (d) variety of colors, and (e) contrast and saturation. For the 
purpose of demonstrating these criteria, the Product Sample shall be either a 
programmed demo or various ROM images. In addition to these criteria, for Games 
which have been previously released for the Game Boy monochrome system, 
LICENSEE must provide a demonstration of the game-play enhancements which have 
been added to the Game which may include any of the following: (i) additional 
stages, levels or areas; (ii) new characters; and/or (iii) game-play based on 
color. Subsequent to acceptance and approval of a Product Sample, LICENSEE 
shall notify NINTENDO in writing of any material proposed changes in the 
Product Sample and/or the proposed Licensed Product. No submission samples are 
required for Games exclusively for play on Game Boy and Game Boy pocket systems.

          5.3  Delivery of Completed Game. Upon completion of a Game, LICENSEE 
shall deliver to NINTENDO one (1) prototype of the Game in a format specified 
by NINTENDO, together with written user instructions and a complete screen text 
script. NINTENDO shall promptly evaluate the Game with regard to: (a) its 
technical compatibility with and error-free operation on the Game Boy Systems; 
(b) the suitability of the Game content, taking into account reasonable 
standards set forth in the Guidelines; and, if applicable, (c) whether the Game 
achieves the criteria as set forth in Section 5.2 at 50% completion and upon 
final completion. LICENSEE shall have satisfied the Game content suitability 
criteria by providing NINTENDO with proof that the Game has been provided with 
a certificate of a rating other than ADULTS ONLY (or its equivalent) from the 
Entertainment Software Ratings Board or comparable independent ratings body 
which reviews and certifies product for violent or sexual content, and that the 
Game meets the content criteria set forth in NINTENDO's content guidelines.

          5.4  Approval of Completed Game. NINTENDO shall, within a reasonable 
period of time after receipt, approve or disapprove such Game. If such Game is 
disapproved, NINTENDO shall specify in writing 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 a revised Game 
for approval by NINTENDO. The approval of any Game by NINTENDO 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 Licensed Product 
by NINTENDO. NINTENDO shall not unreasonably withhold or delay any approval 
provided for herein.

          5.5  Development and Quality of Artwork. In connection with the 
submission of a proposed Licensed Product to NINTENDO, LICENSEE shall submit 
all Artwork to NINTENDO. All Artwork shall conform to the requirements set 
forth in the Guidelines. With fifteen (15) business days of receipt of the 
Artwork, NINTENDO shall approve or disapprove the Artwork based upon the 
Guidelines. If any of the Artwork is disapproved, NINTENDO shall specify in 
writing the reasons for such disapproval and state what corrections and/or 
improvements are necessary. After making the necessary corrections and/or 
improvements to the disapproved Artwork, LICENSEE shall resubmit new Artwork 
for approval by NINTENDO. NINTENDO shall not unreasonably withhold or delay its 
approval of any Artwork.

          5.6  Appointment of NCL as Manufacturer of Licensed Product. LICENSEE 
hereby appoints NCL, and NINTENDO hereby confirms that NCL accepts such 
appointment, as manufacturer of the Licensed Products in the form of Finished 
Goods and/or Stripped Cartridges. NCL shall acquire and retain responsibility 
for all equipment, tooling, molds or masks used in connection with the 
manufacture of the Licensed Products. NCL shall have the sole responsibility 
for establishing and fulfilling all aspects of the manufacturing process


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of the Licensed Products, including selecting the location of and 
specifications for any manufacturing facilities, appointing suppliers and 
subcontractors, and managing all work-in progress.

      5.7   Manufacture of Licensed Products. Upon approval of a Game and upon 
receipt from LICENSEE of an order in accordance with Section 6 herein, NCL will 
manufacture the Licensed Products for LICENSEE. LICENSEE may, at its option, 
order Stripped Cartridges rather than Finished Goods and utilize an Independent 
Contractor to manufacture the Artwork and/or complete the final pack-out only, 
provided such Independent Contractor is approved in writing by NINTENDO.

      5.8   Retention of Sample Licensed Products. NCL may, at its own expense, 
manufacture samples of the Licensed Products, only to the extent necessary, to 
be used by NINTENDO for archival purposes, legal proceedings against infringers 
of the Licensed Intellectual Properties, and for other lawful purposes.

6.    PURCHASE PRICE; PAYMENT; DELIVERY OF COMPLETED LICENSED PRODUCT

      6.1   Minimum Initial Orders. Upon placement of an initial order, LICENSEE
shall order a minimum quantity of [*] units of a Licensed Product.

      6.2   Subsequent Minimum Orders. LICENSEE may subsequently order
additional Licensed Product in a minimum quantity of [*] units of a Licensed
Product.

      6.3   Purchase Price. The purchase price to be paid by LICENSEE to 
NINTENDO for the Licensed Products shall be in accordance with NINTENDO's 
pricing schedules currently set forth in the attached Schedules 1 & 2. The 
purchase price includes the cost of manufacturing, printing and packaging the 
Licensed Products and a royalty for the use of the Licensed Intellectual 
Properties. Schedule 1 and/or Schedule 2 are subject to change by NINTENDO at 
any time without notice.

      6.4   Payment. At the time an order is placed, LICENSEE shall provide to 
NINTENDO an irrevocable letter of credit in favor of NINTENDO and payable at 
sight, issued by a bank acceptable to NINTENDO and confirmed, at LICENSEE's 
expense, if requested by NINTENDO. The letter of credit shall be in United 
States dollars in an amount equal to the purchase price of the Licensed 
Products ordered. All associated banking charges are for LICENSEE's account.

      6.5   Shipment and Delivery. The Licensed Products shall be delivered 
F.O.B. Japan, with shipment at LICENSEE's direction and expense. Orders may be 
delivered by NINTENDO in partial shipments, each directed to no more than two 
(2) destinations designated by LICENSEE in the Territory. Title to the Licensed 
Products shall vest in accordance with the terms of the applicable letter of 
credit.

7.    MARKETING, SALE AND RENTAL OF THE LICENSED PRODUCTS

      7.1   Marketing Materials. LICENSEE agrees that any Marketing Materials 
shall be of high quality and shall comply with the Guidelines.

      7.2   Submission of Proposed Marketing Materials. Prior to actual use or 
distribution, LICENSEE shall submit to NINTENDO for review and evaluation 
initial samples of all Marketing Materials. NINTENDO shall, within fifteen (15) 
business days of receipt of such samples, approve or disapprove of the quality 
of such samples. If any of the samples are disapproved as to quality, NINTENDO 
shall specify the reasons for such disapproval and state what corrections 
and/or improvements are necessary. After making the necessary corrections 
and/or improvements to the disapproved samples, LICENSEE may resubmit new 
samples for

*Confidential portions omitted and filed separately with the Commission.


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approval by NINTENDO as to quality. No Marketing Materials shall be distributed
or utilized by LICENSEE without obtaining prior written approval as to quality
by NINTENDO. NINTENDO shall not unreasonably withhold or delay its approval of
the proposed Marketing Materials. NINTENDO reserves the right to disapprove
Marketing Materials that include non-licensed accessories.

     7.3  Warranty and Repair. With respect to the Licensed Product, LICENSEE
shall provide to the original consumer a minimum ninety (90) day limited
warranty, comparable to that offered by NINTENDO. LICENSEE shall also provide to
the original consumer, either directly or indirectly through authorized service
centers, reasonably accessible product service, including out-of-warranty
service for a period of three (3) years following sale of the Licensed Product.
In the event LICENSEE is unable to obtain sufficient quantities of repair parts
for service obligations from defective and/or product returns, NINTENDO shall
cooperate in providing reasonable quantities of repair parts to LICENSEE at its
standard cost.

     7.4  Business Facilities: Sales of Licensed Products. LICENSEE agrees to
develop, maintain and utilize during the Term: (a) suitable office facilities
within the Territory, 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 Product; and, (c) customer service and game counseling support,
including telephone service, to adequately support the Licensed Product.

     7.5  Defects; Recall. In the event of a material programming defect in the
Licensed Product, which defect in the reasonable judgment of NINTENDO would
significantly impair the ability of a consumer to play the Licensed Product,
NINTENDO may require the LICENSEE to recall the Licensed Product and undertake
suitable repairs or replacements prior to sale.

     7.6  Rental. In the event LICENSEE elects to engage in the commercial
rental of the Licensed Products within the Territory on such terms and
conditions as LICENSEE shall determine, LICENSEE shall secure appropriate
authorizations and/or assignments from the holder(s) of the copyrightable
elements employed in the computer programs for the Licensed Product. LICENSEE
shall clearly provide notice on the Artwork for each Licensed Product of any
rental right or reservation thereof.

     7.7  Nintendo Promotional Materials, Publications and Events. At its
option, NINTENDO may: (a) insert in the packaging for the Licensed Product
promotional materials concerning Nintendo Power magazine; (b) utilize screen
shots, package art and related art and information regarding the Licensed
Product in Nintendo Power, Nintendo Power Source (NINTENDO's on-line version of
Nintendo Power) or other media or marketing programs which promote NINTENDO
products; and (c) exercise public performance rights of the Licensed Product and
use the related trademarks and art in NINTENDO sponsored contests, tours and
events which generally promote NINTENDO products, provided that no other third
party approvals are required.

8.   LICENSEE'S COPYRIGHTS AND TRADEMARKS

     8.1  Copyright and Trademark Warranties. LICENSEE represents and warrants
that, throughout the Territory, LICENSEE is either: (a) the sole owner of all
right, title and interest in and to the trademarks, copyrights, Artwork and
other intellectual property rights used on or in association with the Licensed
Products; or (b) the holder of sufficient rights to the trademarks, copyrights,
Artwork and other intellectual property rights which have been licensed from a
third party for use in the Licensed Product.

     8.2  Licensee's Indemnification. LICENSEE shall indemnify and hold NINTENDO
and NCL harmless from any claims, losses, liabilities, damages, expenses and
costs, including, without limitation,


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reasonable attorneys' fees and costs, which result from: (a) a breach of any of
the representations or warranties provided by LICENSEE herein; (b) any claim of
infringement of any third party's intellectual property rights with respect to
the Licensed Product, (including, but not limited to, any claim relating to
marketing, advertising and/or sale of the Licensed Product), excluding claims
based solely upon NINTENDO's Licensed Intellectual Properties; or, (c) any claim
of bodily injury (including death) or property damage arising out of, or in
connection with, the development, sale and/or use of any of the Licensed
Products. NINTENDO shall give LICENSEE prompt written notice of the assertion of
any such claim and provided, further, that LICENSEE shall have the right to
select counsel and control the defense and/or settlement of any such claim,
subject to the right of NINTENDO to participate in any such action or proceeding
at its own expense with counsel of its own choice.

     8.3  Insurance. LICENSEE shall, at its own expense, obtain a policy of 
general liability insurance that includes product liability coverage by a 
recognized insurance company. Such policy of insurance shall be in an amount of 
not less than Three Million Dollars ($3,000,000 US) on a per occurrence basis 
and shall provide for adequate protection against any suits, claims, loss or 
damage or any alleged intellectual property infringements by the Licensed 
Products. Such policy shall name NINTENDO as an additional insured and may not 
be canceled without thirty (30) days' prior written notice to NINTENDO. A 
Certificate of Insurance shall be provided to NINTENDO's Licensing Department 
within thirty (30) days of the Effective Date. If LICENSEE fails to maintain 
such insurance during the Term, NINTENDO may secure and maintain such insurance 
at LICENSEE's expense.

9.   LIMITATION OF LIABILITY

     9.1  Disclaimer Regarding Licensed Intellectual Properties. NINTENDO makes 
no representations, guarantees or warranties concerning the scope or validity 
of the Licensed Intellectual Properties, and does not warrant that the sale of 
the Licensed Products by LICENSEE will not infringe upon the patent, trade 
secret, copyright, mask work or trademark rights of another in the Territory. 
LICENSEE HEREBY ASSUMES THE RISK OF INFRINGEMENT.

     9.2  Warranty Disclaimer. NINTENDO DISCLAIMS ANY AND ALL WARRANTIES OF THE
LICENSED PRODUCTS AS BETWEEN NINTENDO AND LICENSEE AND AS BETWEEN NINTENDO AND
ANY THIRD PARTY PURCHASERS FROM LICENSEE. LICENSEE PURCHASES AND ACCEPTS ALL
LICENSED PRODUCTS FROM NINTENDO ON AN "AS IS" AND "WHERE IS" BASIS AND WITHOUT
ANY WARRANTIES, EXPRESS OR IMPLIED. WITH RESPECT TO THE LICENSED PRODUCTS,
NINTENDO DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A GENERAL
OR PARTICULAR PURPOSE AND SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL AND/OR
CONSEQUENTIAL DAMAGES OF LICENSEE, ITS RETAILERS OR CUSTOMERS. LICENSEE SHALL BE
SOLELY RESPONSIBLE FOR PROVIDING WARRANTY AND REPAIR/REPLACEMENT SERVICES FOR
ANY DEFECTIVE LICENSED PRODUCTS. NOTWITHSTANDING THE CONDITIONS SET FORTH IN
THIS PARAGRAPH, NINTENDO WILL USE ITS BEST EFFORTS TO RESOLVE ANY CATASTROPHIC
DEFECT IN THE LICENSED PRODUCTS PURCHASED BY LICENSEE FROM NINTENDO. A
"CATASTROPHIC DEFECT" IS DEFINED AS A MANUFACTURING DEFECT RATE OF FIVE PERCENT
(5%) OR GREATER IN ANY SHIPMENT OF LICENSED PRODUCTS TO LICENSEE.


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10.   INFRINGEMENT OF LICENSED INTELLECTUAL PROPERTIES AND
      LICENSEE'S TRADEMARKS AND COPYRIGHTS

      10.1  Reporting. In the event any claim is asserted against LICENSEE 
alleging that any of the Licensed Intellectual Properties constitute an 
infringement of another's rights or if a claim is asserted against NINTENDO 
alleging that the Licensed Products infringe the rights of a third party, then 
the party with such knowledge shall promptly notify the other party.

      10.2  Licensed Intellectual Properties. NINTENDO shall have the sole 
right, at its expense, to commence and/or defend a legal action or negotiate a 
settlement relating to any alleged infringement by the Licensed Intellectual 
Properties. LICENSEE agrees to give reasonable assistance in any such legal 
action, but at no expense to it. NINTENDO shall be entitled to all of the 
recovery or damages collected as a result of such legal action or negotiated 
settlement. In the event of a legal action against LICENSEE alleging an 
infringement by the Licensed Intellectual Properties as incorporated into 
LICENSEE's Licensed Products which NINTENDO affirmatively elects in writing not 
to defend, LICENSEE may defend or settle such legal action, at its option and 
expense. NINTENDO agrees to provide reasonable assistance in defending any such 
legal action. LICENSEE agrees to keep NINTENDO fully informed with respect to 
developments in any such legal action and to provide NINTENDO reasonable notice 
of the terms of any proposed settlement and to consider any comments by 
NINTENDO before settlement is made.

      10.3  Infringement of Licensed Products. LICENSEE shall take reasonable 
steps to abate any infringement of LICENSEE's copyrights and trademarks 
employed in the Licensed Products. LICENSEE shall also take all reasonable and 
necessary steps, including legal action, to defend against any alleged 
infringement caused by any of LICENSEE's content in a Licensed Product or any 
Artwork, title or designation used in conjunction with any of the Licensed 
Products. NINTENDO shall give to LICENSEE reasonable assistance and cooperation 
in any such legal action, but at no expense to NINTENDO.

11.   TERM AND TERMINATION

      11.1  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 written notice thereof, then this Agreement shall automatically terminate 
on the date specified in such notice.

      11.2  Bankruptcy/Insolvency. At NINTENDO's option, and for its own 
convenience, this Agreement can 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.

      11.3  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 sixty (160) days to sell any unsold Licensed 
Products. All Licensed Products in LICENSEE's control following expiration of 
such sell-off period, shall be destroyed by LICENSEE within ten (10) days and 
proof of such destruction shall be delivered to NINTENDO certified by an 
officer of LICENSEE.

      11.4  Termination by LICENSEE's Breach. If this Agreement is terminated 
by NINTENDO as a result of a breach of its terms and conditions by LICENSEE, 
LICENSEE shall immediately cease all distribution, promotion or sale of any 
Licensed Products. LICENSEE shall have a period of one hundred sixty (160) days 
to sell any unsold Licensed Products. All Licensed Products in LICENSEE's 
control following expiration of such sell-off period, shall be destroyed by 
LICENSEE within ten (10) days.


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      11.5  Licensed Intellectual Property Rights. Upon expiration and/or 
termination of this Agreement, LICENSEE will cease all use of the Licensed 
Intellectual Properties for any purpose, and Sections 4.2 and 4.3 of this 
Agreement, pertaining to LICENSEE's obligation to not disclose to third parties 
any Licensed Proprietary Information shall survive the termination of this 
Agreement. LICENSEE shall also return to NINTENDO all writings, drawings, 
models, data 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 
Licensed Proprietary Information without making copies or otherwise retaining 
any such information.

      11.6  Termination by Nintendo's Breach. If this Agreement is terminated 
by LICENSEE as a result of a breach of its terms or conditions by NINTENDO, 
LICENSEE may continue to sell the Licensed Products in the Territory until the 
expiration of the Term, at which time the provisions herein relating to 
termination other than by default of LICENSEE shall apply to any unsold 
Licensed Products.

12.   GENERAL PROVISIONS

      12.1  Nonassignability/Sublicensing. This Agreement is personal to
Licensee and may not be sold, assigned, delegated, sublicensed or otherwise
transferred or encumbered, in whole or in part, including without limitation, by
operation of law, without the prior written consent of Nintendo, which consent
may be withheld by Nintendo in its sole discretion. For purposes of determining
whether an assignment of this agreement by Licensee (but not by Licensor) has
occurred under this Section 12.1, a merger of Licensee into another business
entity or a merger of another business entity into Licensee; the sale or
transfer of more than twenty percent (20%) of the stock of Licensee, Licensee's
assets, or ownership interest or control of Licensee; or, the granting of any
security interest or other encumbrance in this Agreement or any rights arising
under this Agreement, shall be deemed an assignment requiring notice to, and the
prior written consent of, Nintendo, which consent may be withheld by Nintendo in
its sole discretion. Upon any attempted sale, assignment, delegation, sublicense
or other transfer or encumbrance in violation of the preceding sentences, this
Agreement shall be deemed null and void, and of no effect, and in such event,
notwithstanding anything in this Agreement to the contrary, Nintendo shall have
the immediate, unqualified right to terminate this Agreement in addition to all
other rights and remedies it may obtain due to Licensee's breach. This Agreement
may be assigned by Licensor upon written notice to Licensee but without any
consent, provided, however, that any such assignment shall not release the
Licensor from its obligations to the Licensee under this Agreement. Subject to
such restriction and to the restriction against assignment provided above, this
Agreement shall be binding upon and inure to the benefit of the parties, their
successors and assigns.

      12.2  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 microcomputer chips 
necessary for production of the Licensed Products, NINTENDO reserves the right 
to allocate essential materials among itself and its licensees.

      12.3  Waiver; Severability; Integration. The failure of any 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, clause 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. This Agreement
constitutes the entire agreement between the parties relating to the subject
matter hereof. All prior


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   11
negotiations, representations, agreements and understandings are merged into, 
extinguished by and completely expressed by this Agreement. Any amendment to 
this Agreement shall be in writing, signed by both parties.

     12.4  Governing Law: Venue. This Agreement shall be governed by, subject 
to and construed under the laws of the State of Washington. Any legal actions 
prosecuted or instituted by NINTENDO or by LICENSEE under this Agreement, with 
respect to any matters arising under or growing out of this Agreement, shall 
only be brought in a court of competent jurisdiction in King County, Washington 
and each party hereby consents to the jurisdiction and venue of such courts for 
such purposes.

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

     12.6  Attorneys' Fees. In the event it is necessary for either party of 
this Agreement to undertake legal action to enforce any of the terms, 
conditions or rights contained herein, or to defend any such action, then the 
prevailing party in any 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.

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

     12.8  Counterparts; 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.

     12.9  Time is of the Essence. Time is of the essence with regard to this 
Agreement and the performance of the parties' obligations hereunder.

IN WITNESS WHEREOF, NINTENDO and LICENSEE have entered into this Agreement on 
the dates set forth below:

NINTENDO:                                      LICENSEE:

NINTENDO OF AMERICA INC.                       BAY AREA MULTIMEDIA, INC.


By: /s/ JOHN BAUER                             By: 
   ------------------------------                 ------------------------------

Its: Executive Vice President Administration   Its:
                                                   -----------------------------
Date: 2/18/00                                  Date:
                                                    ----------------------------


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   12

completely expressed by this Agreement. Any amendment to this Agreement shall 
be in writing, signed by both parties.

      12.4  Governing Law; Venue. This Agreement shall be governed by, subject 
to and construed under the laws of the State of Washington. Any legal actions 
prosecuted or instituted by NINTENDO or by LICENSEE under this Agreement, with 
respect to any matters arising under or growing out of this Agreement, shall 
only be brought in a court of competent jurisdiction in King County, Washington 
and each party hereby consents to the jurisdiction and venue of such courts for 
such purposes.

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

      12.6  Attorneys' Fees. In the event it is necessary for either party of 
this Agreement to undertake legal action to enforce any of the terms, 
conditions or rights contained herein, or to defend any such action, then the 
prevailing party in any 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.

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

      12.8  Counterparts; 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.

      12.9  Time is of the Essence. Time is of the essence with regard to this 
Agreement and the performance of the parties' obligations hereunder.


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

NINTENDO:                              LICENSEE:

NINTENDO OF AMERICA, INC.              BAY AREA MULTIMEDIA, INC.

By:                                    By: /s/ RAYMOND C. MUSCI
    ---------------------------------      ------------------------------------

Its: Executive Vice President,         Its: President
     Administration                         -----------------------------------

Date:                                  Date: 2/10/99
      -------------------                    --------------------


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   13

                                   SCHEDULE 1

                            NINTENDO OF AMERICA INC.

                                 PRICE SCHEDULE

                          GAME BOY LICENSED GAME PAKS

---------------------------------------------------------------------------------------------------- MEMORY CAPACITY MBC BATTERY PREVIOUS NOA PREVIOUS "CLASSIC" PRICE NEW PRICE (SHIPPED BEFORE 12/31/94) PRICE ---------------------------------------------------------------------------------------------------- 256K $ [*] $ [*] $ [*] 512K MBC-1 $ [*] $ [*] $ [*] 1 Megabit MBC-1 $ [*] $ [*] $ [*] 2 Megabit MBC-1 $ [*] $ [*] $ [*] 4 Megabit MBC-1 $ [*] $ [*] $ [*] 8 Megabit MBC-1 $ [*] 512K X 64K SRAM MBC-1 Battery $ [*] $ [*] $ [*] 1 Megabit X 64K SRAM MBC-1 Battery $ [*] $ [*] $ [*] 1 Megabit X 256K SRAM MBC-1 Battery $ [*] $ [*] $ [*] 2 Megabit X 16K SRAM MBC-1 $ [*] $ [*] $ [*] 2 Megabit X 64K SRAM MBC-1 Battery $ [*] $ [*] $ [*] 4 Megabit X 64K SRAM MBC-1 $ [*] $ [*] $ [*] 4 Megabit X 64K SRAM MBC-1 Battery $ [*] $ [*] $ [*] 512K MBC-2 Battery $ [*] $ [*] $ [*] 1 Megabit MBC-2 Battery $ [*] $ [*] $ [*] ----------------------------------------------------------------------------------------------------
*Confidential Portions Omitted and Filed Separately with the Commission. PAGE 12 14 -------------------------------------------------------------------------------- 2 Megabit MBC-2 Battery $[*] $[*] $[*] --------------------------------------------------------------------------------
EXTRA PACKAGING (MUST BE ORDERED WITH PRODUCT ON A SEPARATE PO) Game Pak Box $[*] Instruction Manual [*] Game Pak Label [*] Game Pak Poster [*] Warranty Card [*] ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. REV. 4/1/97 *Confidential Portions Omitted and Filed Separately with the Commission. PAGE 13 15 SCHEDULE 2 NINTENDO OF AMERICA INC. PRICE SCHEDULE GAME BOY COLOR LICENSED GAME PAKS
-------------------------------------------------------------------------------- MEMORY CAPACITY MBC BATTERY RUMBLE PAK PRICE -------------------------------------------------------------------------------- 8 Megabit MBC-5 $[*] -------------------------------------------------------------------------------- 8 Megabit MBC-5 Yes $[*] -------------------------------------------------------------------------------- 8 Megabit X 64K SRAM MBC-5 Battery $[*] -------------------------------------------------------------------------------- 8 Megabit X 64K SRAM MBC-5 Battery Yes $[*] -------------------------------------------------------------------------------- 8 Megabit X 256K SRAM MBC-5 Battery $[*] -------------------------------------------------------------------------------- 8 Megabit X 256K SRAM MBC-5 Battery Yes $[*] -------------------------------------------------------------------------------- 16 Megabit MBC-5 $[*] -------------------------------------------------------------------------------- 16 Megabit MBC-5 Yes $[*] -------------------------------------------------------------------------------- 16 Megabit X 64K SRAM MBC-5 Battery $[*] -------------------------------------------------------------------------------- 16 Megabit X 64K SRAM MBC-5 Battery Yes $[*] -------------------------------------------------------------------------------- 16 Megabit X 256K SRAM MBC-5 Battery $[*] -------------------------------------------------------------------------------- 16 Megabit x 256K SRAM MBC-5 Battery Yes $[*] -------------------------------------------------------------------------------- 32 Megabit MBC-5 $[*] -------------------------------------------------------------------------------- 32 Megabit MBC-5 Yes $[*] -------------------------------------------------------------------------------- 32 Megabit X 64K SRAM MBC-5 Battery $[*] -------------------------------------------------------------------------------- 32 Megabit X 64K SRAM MBC-5 Battery Yes $[*] -------------------------------------------------------------------------------- 32 Megabit x 256K SRAM MBC-5 Battery $[*] -------------------------------------------------------------------------------- 32 Megabit x 256K SRAM MBC-5 Battery Yes $[*] --------------------------------------------------------------------------------
*Confidential Portions Omitted and Filed Separately with the Commission. PAGE 14 16
-------------------------------------------------------------------------------- 8 Megabit X 64K SRAM MBC-3 Battery $[*] --------------------------------------------------------------------------------
EXTRA PACKAGING (MUST BE ORDERED WITH PRODUCT ON A SEPARATE PO) Game Pak Box $[*] Instruction Manual [*] Game Pak Label [*] Game Pak Poster [*] Warranty Card [*] ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. REV. 2/1/99 *Confidential Portions Omitted and Filed Separately with the Commission. PAGE 15