Exhibit 10.1
 CONFIDENTIAL LICENSE AGREEMENT
FOR THE Wii CONSOLE
  1. RECITALS
    2. DEFINITIONS
           Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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® TM ® TM
          Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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3. GRANT OF LICENSE; LICENSEE RESTRICTIONS
 Limited License Grant
 LICENSEE Acknowledgement
 LICENSEE Restrictions and Prohibitions
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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No Free-Riding; No Co-Publishing Arrangements
 Development Tools
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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Third Party Developers
 Independent Contractor may have access to highly-confidential
and proprietary information, intellectual property, and trade
secrets of Nintendo Co., Ltd. and/or Nintendo of America Inc.
(collectively, Nintendo). Independent Contractor expressly
acknowledges (i) the valuable nature of such materials; and (ii)
Nintendos right, title and interest in such materials. All such
materials constitute confidential information under this agreement
and shall be treated by Independent Contractor as such.
Independent Contractor shall not undertake any act or thing which
in any way impairs or is intended to impair any part of the right,
title, interest or goodwill of Nintendo in such materials.
Independent Contractors use of such materials shall not create any
right, title or interest of Independent Contractor therein.
Nintendo Co., Ltd. and Nintendo of America Inc. are intended
third-party beneficiaries of this agreement.
  Games Developed for Linked Play on Two Systems
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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In Game Advertising.
 Use of Mii Characters.
 Sending Data to Consumers.
 Downloadable Content.
 4. SUBMISSION AND APPROVAL OF GAME AND ARTWORK
 Submission of a Completed Game to NOA
 Testing of a Completed Game
 Production of Check Discs
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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Approval or Disapproval of Check Discs by LICENSEE
 Cost of Check Discs and Disc Stamper
 Submission and Approval of Artwork
 Promotional Discs
 5. ORDER PROCESS, PURCHASE PRICE, PAYMENT AND DELIVERY
 Submission of Orders by LICENSEE
 Purchase Price and Minimum Order Quantities
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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Payment
 Delivery of Bulk Goods
 Rebate Program
 6. MANUFACTURE OF THE LICENSED PRODUCT
 Manufacturing
 Security Features
 Printed Materials for Bulk Goods
 Prior Approval of LICENSEEs Independent Contractors
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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Sample Printed Materials
 Retention of Sample Licensed Products by NOA
 7. MARKETING AND ADVERTISING
 Approval of Marketing Materials
 No Bundling
 Warranty and Repair
 Business Facilities
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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No Sales Outside the Territory
 Defects and Recall
 NOA Promotional Materials, Publications and Events Nintendo Power Nintendo Power Source,
 Nintendo Gateway System
 8. CONFIDENTIAL INFORMATION
 Definition
 Disclosures Required by Law
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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Disclosure and Use
 Agreement Confidentiality
 Notification Obligations
 Continuing Effect of the NDA
 9. REPRESENTATIONS AND WARRANTIES
 LICENSEEs Representations and Warranties
    Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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NOAs Representations and Warranties
   INTELLECTUAL PROPERTY RIGHTS DISCLAIMER
 GENERAL DISCLAIMER.
 LIMITATION OF LIABILITY
 10. INDEMNIFICATION
 Claim.
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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LICENSEEs Indemnification
      LICENSEEs Insurance
 Suspension of Production
 11. PROTECTION OF PROPRIETARY RIGHTS
 Joint Actions against Infringers
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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Actions by LICENSEE
 Actions by NOA
 12. ASSIGNMENT
 Definition
 No Assignment by LICENSEE
 Proposed Assignment
 LICENSEEs Obligation of Non-Disclosure
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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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
 No Further Use of the Intellectual Property Rights
 Termination by NOAs Breach
 14. GENERAL PROVISIONS
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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Export Control
 Force Majeure
 Records and Audit
 Waiver, Severability, Integration, and Amendment
 Survival
 Governing Law and Venue
 Equitable Relief
 Attorneys Fees
 Counterparts and Signature by Facsimile
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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NOA:
    
    
    
    LICENSEE:NINTENDO OF AMERICA INC.
    
    MAJESCO ENTERTAINMENT COMPANYBy:
    
    
    
    By:Name: James R. Cannataro
    
    
    
    Name:Title: Executive VP, Administration
    
    
    
    Title:
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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