##### 



"[*] denotes confidential information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 Exhibit 10.1
 CONFIDENTIAL LICENSE AGREEMENT
FOR GAME BOY ADVANCE
  1. RECITALS
 ®
   2. DEFINITIONS
         ® ® ®
 PAGE 1




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PAGE 2




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3. GRANT OF LICENSE: LICENSEE RESTRICTIONS
 Limited License Grant
 LICENSEE Acknowledgement
 LICENSEE Restrictions and Prohibitions
          PAGE 3




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Development Tools
 4. SUBMISSION OF GAME AND ARTWORK FOR APPROVAL
 Development and Sale of the Games
 Third Party Developers
 Delivery of Completed Game
 Approval of Completed Game
 Submission of Artwork
 *Information has been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 PAGE 4




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Artwork for Stripped Product
 5 . ORDER PROCESS, PURCHASE PRICE. PAYMENT AND DELIVERY
 Submission of Orders by LICENSEE
 Purchase Price and Minimum Order Quantities
 Payment. Upon placement of an order with NOA
 Shipment and Delivery
 6. MANUFACTURE OF THE LICENSED PRODUCT
 Manufacturing
 Manufacture of the Licensed Products
 Security Features
 Production of Stripped Product Printed Materials
 Prior Approval of Licensees Independent Contractor
 *Information has been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 PAGE 5




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##### 



NOA Inserts for Stripped Product
 Sample Printed Materials and Stripped Product
 Retention of Sample Licensed Products by Nintendo
 7. MARKETING AND ADVERTISING
 Approval of Marketing Materials
 No Bundling
 Warranty and Repair
 *Information has been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 PAGE 6




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Business Facilities
 No Sales Outside the Territory
 Defects and Recall
 NOA Promotional Materials, Publications and Events Nintendo Power Nintendo Power Nintendo Power Source
 Nintendo Gateway System
 8. CONFIDENTIAL INFORMATION
 Definition
 *Information has been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 PAGE 7




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Disclosures Required by Law
 Disclosure and Use
 No Disclosure to Independent Contractors
 Agreement Confidentiality
 Notification Obligations
 Continuing Effect of the NDA
 9. REPRESENTATIONS AND WARRANTIES
 LICENSEES Representations and Warranties
  PAGE 8




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NOAs Representations and Warranties
   INTELLECTUAL PROPERTY RIGHTS DISCLAIMER BY NOA
 GENERAL DISCLAIMER BY NOA
 LIMITATION OF LIABILITY
 10. INDEMNIFICATION
 LICENSEES Indemnification
 PAGE 9




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LICENSEES Insurance
 Suspension of Production
 11. PROTECTION OF PROPRIETARY
RIGHTS
 Joint Actions Against Infringers
 Actions by LICENSEE
 Actions by NOA
 *Information has been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 PAGE 10




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##### 



12. ASSIGNMENT
 No Assignment by LICENSEE
 Assignment by Operation of Law
 Non-Disclosure Obligation
 13. TERM AND TERMINATION
 Term
 Default or Breach
 Bankruptcy
 Termination Other Than by Breach
 Termination by LICENSEEs Breach
 Breach of NDA or Other NOA License Agreements
 *Information has been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 PAGE 11




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No Further Use of the Intellectual Property Rights
 Termination by NOAs Breach
 14. GENERAL
PROVISIONS
 Export Control
 Force Majeure
 [INTENTIONALLY OMITTED]
 Waiver, Severability, Integration, and Amendment
 Survival
 Governing Law and Venue
 Equitable Relief
 *Information has been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 PAGE 12




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Attorneys Fees
 Counterparts and Signature by Facsimile
  NOA:
    
    
    
    LICENSEE:NINTENDO OF AMERICA INC.
    
    
    
    MIDWAY HOME ENTERTAINMENT, INC.By:
    
    /s/ John A. Bauer
    
    
    
    By:
    
    /s/ David W. NicholsTitle:
    
    Executive VP, Administration
    
    
    
    Title:
    
    EVPDate:
    
    8/6/01
    
    
    
    Date:
    
    7-30-01
 PAGE 13