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License Agreement for Nintendo 64 Video Game System - Nintendo of America Inc. and Bay Area Multimedia Inc.

                        (Confidential Portions Omitted)

                       FOR NINTENDO 64 VIDEO GAME SYSTEM
                              (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:


     1.1 NINTENDO markets and sells a high-quality video game system,
including hardware, software and an input controller, marketed by NINTENDO under
its trademarks "Nintendo 64" and "N64", for playing video games.

     1.2 LICENSEE desires to gain access to and rights to utilize highly
proprietary programming specifications, development tools, trademarks and other
valuable intellectual property rights in order to develop video game software
and to purchase and sell such video game software from NINTENDO for play on the
Nintendo 64 system, which system was developed by NCL and Silicon Graphics, Inc.

     1.3 NINTENDO is willing to grant a license to utilize 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.


     2.1 "Artwork" shall mean the final art and mechanical formats for the
Licensed Product including the Game Cartridge box, user instruction manual with
consumer precautions and warranty, Game Cartridge label and inserts.

     2.2 "Competing Systems" shall mean hardware platforms, whether marketed now
or in the future, designed to play interactive video games, including but
without limitation: Apple/Bandai Pippin or Atmark, Atari Jaguar, Atari Lynx,
Bandai WonderSwan, 3DO Real, Matsushita M2, Microsoft X-Box, Phillips CD-1
Interactive Player, Sega Master System, Sega Genesis, Sega CD, Sega Game Gear,
Sega CD/X, Sega Nomad, Sega 32X, Sega Saturn, Sega Pico, Sega Dreamcast, Sony
PSX/Playstation, Sony PSX II/Playstation II, SNK Neo Geo/Neo Geo Pocket, VM Labs
Project X, and any successors or derivatives of any of the foregoing.

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

     2.4 "Exclusive Licensed Product" shall mean the audiovisual work in its
current form and as hereafter developed, which is sold by LICENSEE as a Licensed
Product under this Agreement.

     2.5 "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.

      2.6   "Game Cartridge(s)" shall mean interchangeable plastic cartridges 
adapted for use with the N64 System, housing the Game embodied in electronic 
memory devices or comparable medium authorized by NINTENDO for storing and 
playing Games on the N64 System.

      2.7   "Game(s)" shall mean video game software compatible with the N64 
System developed under this Agreement.

      2.8   "Guidelines" shall mean the "Nintendo 64 Packaging Guidelines" and 
the "Nintendo 64 Development Manual" setting forth trademark, copyright and 
related artwork standards, as published from time to time by NINTENDO.

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

      2.10  "Licensed Copyright(s)" shall mean various copyrights in printed 
materials, art or logo designs, trade dress, computer software, microcode, 
electronic circuitry and rights in integrated circuit layout designs employed 
in the N64 System.

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

      2.12  "Licensed Invention(s)" shall mean improvements and inventions 
concerning the N64 System, including inventions that are or may become the 
subject matter of various patents or patent applications.

      2.13  "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.

      2.14  "Licensed Proprietary Information" shall mean any of the following 
information relating to the N64 System: (a) all current or future information, 
know-how, techniques, methods, information, tools, emulator boards, software 
development specifications, and/or trade secrets, (b) any patents or patent 
applications, (c) any business, marketing or sales data 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, SGI, 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 
specification, software, samples, pictures, models, recordings, or other 
tangible items which contain or manifest, in any form, the Licensed Proprietary 
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 


     2.15 "Licensed Trademarks" shall mean registered and unregistered 
trademarks and trademark applications used in connection with the N64 System, 
including "Nintendo", "Nintendo 64", "N64", "Official Nintendo Seal of Quality" 
and trade dress in the N64 System.

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

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

     2.18 "Nintendo 64 System" and "N64 System" shall mean the 64-bit Nintendo 
64 video game system, including the hardware, software and input controller 
marketed by NINTENDO and NCL.

     2.19 "Product Proposal" shall mean a written proposal that provides a 
detailed explanation of the Game.

     2.20 "Schedule 1" shall mean the "Nintendo of America Inc. Price Sheet N64 
Licensed Game Paks" attached to this Agreement and incorporated by reference 
into this Agreement.

     2.21 "SGI" shall mean Silicon Graphics, Inc. and/or MIPS Technologies, Inc.

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

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

     2.24 "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.


     3.1  Grant. For the Term and in 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 employ the Licensed Intellectual 
Properties solely to develop and sell video games incorporated into Game 
Cartridges for play on the N64 System. 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 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. Use of the Licensed 
Intellectual Properties shall not create any right, title or interest therein 
in LICENSEE's favor.

     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 N64 System and the Licensed
Proprietary Information solely for the purpose of developing software which is
compatible with the N64 System 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 N64 System, including the hardware,
software, input controller and/or tools. For purposes of this Agreement,
"reverse engineering" shall mean: (a) the x-ray electronic scanning and/or
physical or chemical stripping of semiconductor components; (b) the disassembly,
decompilation, decryption, simulation, debugging or code tracing of microcode;
and/or (c) the disassembly, decompilation, decryption, simulation, debugging or
code tracing of object code or executable code, specifically including, but not
limited to, any NINTENDO supplied or developed libraries or microcode. 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 within 
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 
process 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 transmissions.

     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.


     4.1  Disclosure of Proprietary Information. NINTENDO has and shall during 
the Term 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 N64 System.

     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 


     4.4  SGI as a Third-Party Beneficiary. LICENSEE hereby acknowledges and 
agrees that SGI shall be a third-party beneficiary of LICENSEE's 
confidentiality obligations as set forth in this Section 4.


     5.1  Development and Sale of the N64 System Programs. During the Term, 
LICENSEE may develop Games and/or sell Licensed Products for the N64 System in 
accordance with this Agreement.

     5.2  Exclusivity; Exclusive Licensed Product. For the Exclusive Licensed 
Product, LICENSEE agrees that, commencing on the Effective Date and continuing 
for a period of one (1) year from NINTENDO's first shipment of such Exclusive 
Licensed Product to LICENSEE, neither the Game incorporated into such Exclusive 
Licensed Product nor any adaptation, translation, derivative, sequel or 
substantially similar game which is sold by LICENSEE as a Licensed Product 
under this Agreement shall be sold anywhere in the Territory by LICENSEE or by 
any third party for play on any Competing System. Except as provided herein with
regard to the Exclusive Licensed Product, or as may otherwise be limited by the 
legitimate intellectual property rights of NINTENDO or any third party, 
LICENSEE shall retain all rights with regard to the adaptation of Games for 
development and sale in any other format, including on any Competing System.

     5.3  Submission of Game Concept. Before commencing development of a Game, 
LICENSEE shall submit to NINTENDO for approval, a Product Proposal. Such 
Product Proposal must include a detailed explanation of the manner in which the 
Game will utilize and exploit: (a) the unique 3-D capabilities and high quality 
graphics display of the N64 System; (b) the complex, high-capacity processing 
speed of the N64 System; and, (c) the dynamic interfaces and touch control 
features of the unique N64 System controller. For that purpose, the Product 
Proposal shall include: (a) a description of the proposed Game; (b) the 
development team profile, including information regarding any Independent 
Contractor which LICENSEE proposes to retain to work on the Game; (c) a 
description of any special hardware or software requirements; and, (d) the 
anticipated completion date of the proposed Licensed Product. Subsequent to 
acceptance and approval of a Product Proposal, LICENSEE shall notify NINTENDO 
in writing of any material proposed changes in the Product Proposal and/or the 
proposed Licensed Product. From time to time, at approximately quarterly 
intervals or such other reasonable times NINTENDO may establish for purposes of 
ensuring utilization and exploitation of the N64 System in the manner set forth 
above, LICENSEE shall submit work-in-progress on the Game to NINTENDO for 
further review in accordance with the criteria set forth herein. NINTENDO shall 
not unreasonably withhold or delay any approval provided for herein.

     5.4  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 N64 System; (b) 
the suitability of the Game content, taking into account reasonable standards 
set forth in the Guidelines; and, (c) whether the Game achieves the objectives 
set forth in LICENSEE's approved Product Proposal. 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.

     5.5  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.

     5.6  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. Within 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 

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

     5.8  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.

     5.9  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.


     6.1  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 per title.

     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 
schedule currently set forth in the attached Schedule 1. 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 is 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.


* Confidential Portions Omitted and Filed Separately with the Commission.

     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 


     7.1  Marketing Materials. LICENSEE agrees that any Marketing Materials 
shall all 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 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 Game Cartridges. 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 

     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 author(s) of the copyrightable 
elements 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, 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.

     7.8  NINTENDO Gateway System. LICENSEE acknowledges that NINTENDO operates 
the Nintendo Gateway System in various non-coin activated commercial settings 
including, but not limited to, commercial airlines, cruise ships and hotels, 
whereby customers may be charged on a per use basis to play various Games on an 
adapted Nintendo 64 and/or Super Nintendo Entertainment System. The purpose of 
the Gateway System is to promote and increase demand for Nintendo 64 software 
in general. LICENSEE acknowledges that NINTENDO selects high quality Nintendo 
64 software for possible participation in the program and may indentify one or 
more of LICENSEE's Games for possible adaptation and participation. Should 
NINTENDO identify one of LICENSEE's Games for possible participation, LICENSEE 
hereby agrees to conduct a good faith discussion with NINTENDO about the 
inclusion and adaptation of such Game for the Nintendo 64 Gateway System.


     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 and Artwork used 
on or in association with the Licensed Products; or (b) the holder of 
sufficient rights to the trademarks, copyrights and Artwork 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, 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, excluding claims based solely upon NINTENDO's trademarks, copyrights 
and patents; 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 

     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) 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.


     9.1  Disclaimer of 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 




     10.1  Reporting. In the event (a) any claim is asserted against either
party alleging that any of the Licensed Intellectual Properties or a Licensed
Product constitutes an infringement of another's rights; or, (b) either party
discovers that any of the Licensed Intellectual Properties or LICENSEE's
copyrights or trademarks used in connection with the Licensed Products have been
infringed by 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 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 software programs developed under this Agreement 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.


     11.1  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, 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. LICENSEE shall destroy all Licensed Products in LICENSEE's control 
following expiration of such sell-off period, within ten (10) days.

      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.

      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 will not disclose to third parties
any Licensed Proprietary Information. LICENSEE shall also return to NINTENDO all
writings, drawings, models, data and other materials and things in LICENSEE's
possession or in the possession or 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.


      12.1  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 
shipment 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, provided, however, that the Other Agreements shall remain in 
effect, except as may be modified by specific reference herein. All prior 
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 

     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 purpose of this 

     12.9 Time is of the Essence. Time if 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:


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

Its: Executive Vice President, Administration  Its:

Date:   2/18/00                                Date:
     ----------------------------------------       ----------------------------


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

NINTENDO:                                      LICENSEE:


By:                                            By: /s/ RAYMOND C. MUSCI
   ----------------------------                    -----------------------------
Its: Executive Vice President,                 Its: President
     Administration                                 ----------------------------
Date:                                          Date: [Illegible]
     --------------------------                     ----------------------------

                                   SCHEDULE 1

                            NINTENDO OF AMERICA INC.

                                  PRICE SHEET

                             N64 LICENSED GAME PAKS

Memory Capacity NOA Price ----------------------------------------------------------- 32 Megabit $ [*] 32 Megabit + 4K bit E. ROM $ [*] 32 Megabit + 16K bit E. ROM $ [*] 32 Megabit + 256K SRAM + Battery $ [*] 64 Megabit $ [*] 64 Megabit + 4K bit E. ROM $ [*] 64 Megabit + 16K bit E. ROM $ [*] 64 Megabit + 256K SRAM + Battery $ [*] 96 Megabit $ [*] 96 Megabit + 4K bit E. ROM $ [*] 96 Megabit + 16K bit E. ROM $ [*] 96 Megabit + 256K SRAM + Battery $ [*] 128 Megabit $ [*] 128 Megabit + 4K bit E. ROM $ [*] 128 Megabit + 16K bit E. ROM $ [*] 128 Megabit + 256K SRAM + Battery $ [*] 256 Megabit $ [*]
PAGE 13 * Confidential Portions Omitted and Filed Separately with the Commission. 15 256 Megabit + 4K bit E. ROM $[*] 256 Megabit + 16K bit E. ROM $[*] 256 Megabit + 256K SRAM + Battery $[*] Price includes an instruction manual up to 40 pages. There will be an extra charge for manuals larger than 40 pages (including the front and back cover). EXTRA PACKAGING (Must be ordered with product on a separate PO) Game Pak Box $[*] Instruction Manual $[*] (under 40 pages) Instruction Manual $[*] (over 40 pages) Game Pak Label $[*] Game Pak Poster $[*] Warranty Card $[*] Inner Carton $[*] Master Carton $[*] ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE Revised 7/15/98 PAGE 14 * Confidential Portions Omitted and Filed Separately with the Commission.
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