EXHIBIT 10.53


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                                                                    CONFIDENTIAL

                                                                   EXHIBIT 10.53

Confidential  information  omitted where indicated by "[*]" and filed separately
with the SEC pursuant to a request for confidential  treatment under Rule 406 of
the Securities Act of 1933.


                         CONFIDENTIAL LICENSE AGREEMENT
                              FOR NINTENDO GAMECUBE
                              (Western Hemisphere)

         THIS LICENSE  AGREEMENT  ("Agreement") is entered into between NINTENDO
OF AMERICA  INC.  ("NOA") at 4820 150th  Avenue  N.E.,  Redmond,  WA 98052 Attn:
General  Counsel  (Fax:   425-882-3585)  and  THE  3DO  Company  ("LICENSEE")  a
California  corporation at 100 Cardinal Way,  Redwood City, CA 94063 Attn: Maria
Toepfer (Fax: (650) 385-3184). NOA and LICENSEE agree as follows:

1. RECITALS

         1.1 NOA  markets and sells  advanced  design,  high-quality  video game
systems, including the "NINTENDO GAMECUBE(TM)" system.

         1.2  LICENSEE  desires  use  of  the  highly  proprietary   programming
specifications,  unique and valuable security technology, trademarks, copyrights
and other valuable  intellectual  property rights of NOA and its parent company,
Nintendo Co., Ltd., which rights are only available for use under the terms of a
license agreement,  to develop,  have manufactured,  advertise,  market and sell
video game software for play on the NINTENDO GAMECUBE system.

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

2. DEFINITIONS

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

         2.2 "Bulk  Goods" means Game Discs that have been printed with the Game
Disc label Artwork for delivery to LICENSEE  without Printed  Materials or other
packaging.

         2.3 "Check Disc(s)" means the pre-production  Game Discs to be produced
by Nintendo.

         2.4  "Confidential  Information"  means the  information  described  in
Section 8.1.

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

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

         2.7  "Finished  Goods" means Game Discs that have been fully  assembled
with the  Printed  Materials,  cellophane  wrapped  and  boxed for  delivery  to
LICENSEE by NOA

         2.8 "Game Discs(s)" means custom optical discs for play on the NINTENDO
GAMECUBE system on which a Game has been stored.

         2.9 "Game(s)" means interactive  video game programs  (including source
and object/binary code) developed for play on the NINTENDO GAMECUBE system.

* Confidential portion omitted and filed separately with the Commission.

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                                                                    CONFIDENTIAL

         2.10  "Guidelines"  means the then  current  version  of the  "NINTENDO
GAMECUBE   Development   Manual,"  "NINTENDO  GAMECUBE  Packaging   Guidelines,"
"Nintendo  Trademark  Guidelines"  and the "Nintendo  Game Content  Guidelines",
together with related guidelines provided by NOA to LICENSEE from time to time.

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

         2.12 "Intellectual Property Rights" means individually, collectively or
in any  combination,  Proprietary  Rights owned,  licensed or otherwise  held by
Nintendo that are associated with the development,  manufacturing,  advertising,
marketing or sale of the Licensed Products,  including,  without limitation, (a)
registered  and  unregistered  trademarks  and  trademark  applications  used in
connection with the NINTENDO GAMECUBE system including "Nintendo(R)",  "NINTENDO
GAMECUBE(TM)," "GCN" and "Official Nintendo Seal of Quality(R)",  and (b) select
trade dress  associated  with the NINTENDO  GAMECUBE  system and licensed  video
games  for play  thereon,  (c)  Proprietary  Rights in the  Security  Technology
employed in the Games or Game Discs by Nintendo,  (d) rights in the  Development
Tools  for use in  developing  the  Games,  excluding,  however,  rights to use,
incorporate or duplicate  select  libraries,  protocols  and/or sound or graphic
files  associated  with the  Development  Tools which belong to any third party,
without  obtaining  any  necessary  licenses or consents,  (e)  patents,  design
registrations  or  copyrights  which may be  associated  with the Game  Discs or
Printed Materials,  (f) copyrights in the Guidelines,  and (g) other Proprietary
Rights of Nintendo in the Confidential Information.

         2.13 "Licensed  Products"  means (a) Finished  Goods, or (b) Bulk Goods
after  being  assembled  with  the  Printed  Materials  in  accordance  with the
Guidelines by LICENSEE.

         2.14 "Marketing Materials" means marketing,  advertising or promotional
materials developed by or for LICENSEE (or subject to LICENSEE's  approval) that
promote  the  sale of the  Licensed  Products,  including  but not  limited  to,
television,  radio  and  on-line  advertising,  point-of-sale  materials  (e.g.,
posters, counter-cards), package advertising, print media and all audio or video
media other than the Game that is to be included on the Game Disc.

         2.15 "NDA" means the  non-disclosure  agreement related to the NINTENDO
GAMECUBE system previously entered into between NOA and LICENSEE.

         2.16  "Nintendo"  means NOA's parent  company,  Nintendo Co.,  Ltd., of
Kyoto, Japan, individually or collectively with NOA.

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

         2.18 "Price  Schedule" means the then current version of NOA's schedule
of purchase prices and minimum order quantities for the Licensed Products.

         2.19 "Printed Materials" means a plastic disc storage case, title page,
instruction  booklet,  warranty  card  and  poster  incorporating  the  Artwork,
together with a precautions booklet in the form specified by NOA.

         2.20  "Promotional  Disc(s)" means custom optical discs compatible with
the  NINTENDO  GAMECUBE  system  that  incorporate  select game  promotional  or
supplemental materials, as may be specified or permitted in the Guidelines.

         2.21  "Proprietary  Rights" means any rights or applications for rights
owned,  licensed  or  otherwise  held in  patents,  trademarks,  service  marks,
copyrights,  mask works, trade secrets,  trade dress,

* Confidential portion omitted and filed separately with the Commission.

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                                                                    CONFIDENTIAL

moral rights and publicity  rights,  together with all inventions,  discoveries,
ideas, technology,  know-how, data, information,  processes,  formulas, drawings
and designs, licenses,  computer programs, software source code and object code,
and all  amendments,  modifications,  and  improvements  thereto  for which such
patent,  trademark,  service mark,  copyright,  mask work, trade secrets,  trade
dress,  moral rights or publicity rights may exist or may be sought and obtained
in the future.

         2.22 "Rebate  Program" means any then current version of NOA's optional
rebate  program,   establishing  select  terms  for  price  rebates  under  this
Agreement.

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

         2.24  "Security  Technology"  means  the  highly  proprietary  security
features  incorporated  by Nintendo  into the Licensed  Products to minimize the
risk of unlawful  copying and other  unauthorized  or unsafe  usage,  including,
without  limitation,  any security signature,  bios, data scrambling,  password,
hardware  security  apparatus,   watermark,   hologram,   copyright   management
information  system,  proprietary  manufacturing  process or any  feature  which
obstructs piracy, limits unlawful,  unsafe or unauthorized use or facilitates or
limits compatibility with other hardware or software outside of the Territory or
on a different video game system.

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

         2.26 "Territory" shall mean all countries within the Western Hemisphere
and their respective territories and possessions.

3. GRANT OF LICENSE; LICENSEE RESTRICTIONS

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

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

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

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

* Confidential portion omitted and filed separately with the Commission.

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                                                                    CONFIDENTIAL

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

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

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

                  (e) embed, incorporate, or store a Game in any media or format
except the optical disc format utilized by the NINTENDO GAMECUBE system,  except
as may be  necessary  as a part  of the  Game  development  process  under  this
Agreement,

                  (f) design,  implement  or undertake  any process,  procedure,
program or act designed to disable,  obstruct,  circumvent or otherwise diminish
the effectiveness or operation of the Security Technology,

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

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

                  (i) Reverse  Engineer or assist in Reverse  Engineering all or
any part of the NINTENDO  GAMECUBE  system,  including  the  hardware,  software
(embedded or not) or the Security Technology.

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

         3.5 Third Party  Development  Tools.  NOA and  Nintendo  Co.,  Ltd. may
authorize  third parties to develop and market  Development  Tools to authorized
developers of Games.  Notwithstanding  any referral or  information  provided or
posted  regarding  such  Development  Tools,  NOA and Nintendo Co., Ltd. make no
representations  or warranties  with regard to any such third party  Development
Tools.  Licensee  acquires and utilizes such Development  Tools at its own risk.
LICENSEE shall not,  directly or indirectly,  use such Development Tools for any
purpose  except the design and  development of Games under this  Agreement.  All
Nintendo  Proprietary Rights contained in or derived from such Development Tools
shall remain owned by Nintendo.

         3.6 Games  Developed  for Linked Play on Two Systems.  In the event the
Guidelines  permit LICENSEE to develop a Game for simultaneous or linked play on
the NINTENDO GAMECUBE system and on another Nintendo video game system, LICENSEE
shall be required to acquire and maintain with

* Confidential portion omitted and filed separately with the Commission.

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                                                                    CONFIDENTIAL

NOA such  additional  licenses as are necessary  for the use of the  Proprietary
Rights associated with such other Nintendo video game system.

4. SUBMISSION AND APPROVAL OF GAME AND ARTWORK

         4.1 Submission of a Completed  Game to NOA. Upon  completion of a Game,
LICENSEE  shall deliver a prototype of the Game to NOA in a format  specified in
the Guidelines.  Delivery shall be made in accordance with the methods  approved
in the  Guidelines.  Each  Submission  shall include such other  information  or
documentation deemed necessary by NOA, including, without limitation, a complete
set of written user instructions,  a complete description of any security holes,
backdoors,  time  bombs,  cheats,  "easter  eggs" or other  hidden  features  or
characters  in the  Game  and a  complete  screen  text  script.  LICENSEE  must
establish that the Game and any other content included on the Game Disc complies
with the Advertising Code of Conduct of the Entertainment Software Ratings Board
("ESRB") and has been rated EC, E, M or T by the ESRB.

         4.2 Testing of a Completed  Game.  Upon submission of a completed Game,
NOA and  Nintendo  Co,  Ltd.  shall  promptly  test the Game with  regard to its
technical  compatibility with and error-free  operation on the NINTENDO GAMECUBE
system utilizing the lot check process. Within a reasonable period of time after
receipt,  NOA shall approve or disapprove  such Game. If a Game is  disapproved,
NOA shall  specify in writing the reasons  for such  disapproval  and state what
corrections are necessary [*]. After making the necessary corrections,  LICENSEE
shall  submit a revised  Game to NOA for  testing.  NOA  shall not  unreasonably
withhold or delay its approval of any Game.  Neither the testing nor approval of
a Game  by NOA  or  Nintendo  Co.,  Ltd.  shall  relieve  LICENSEE  of its  sole
responsibility for the development,  quality and operation of the Game or in any
way create any warranty for Licensed Product by NOA or Nintendo Co., Ltd.

         4.3 Production of Check Discs. By submission of a completed Game to NOA
in accordance  with section 4.1,  LICENSEE  authorizes  Nintendo to proceed with
production  of Check  Discs for such  Game.  If NOA  approves  a Game,  it shall
promptly,  and without  further  notification  to or instruction  from LICENSEE,
submit such Game for the production of Check Discs.  Unless otherwise advised by
LICENSEE, following production of the Check Discs, NOA shall deliver to LICENSEE
approximately ten (10) Check Discs for content  verification,  testing and final
approval by LICENSEE.

         4.4  Approval or  Disapproval  of Check Discs by  LICENSEE.  If,  after
review  and  testing,  LICENSEE  approves  the Check  Discs,  it shall  promptly
transmit to NOA a signed  authorization  for production in the form specified in
the  Guidelines.  If LICENSEE  does not  approve the sample  Check Discs for any
reason,  LICENSEE  shall advise NOA in writing and may,  after  undertaking  any
necessary  changes or  corrections,  resubmit  the Game to NOA for  approval  in
accordance  with the  procedures  set forth in this  Section 4. The absence of a
signed  authorization  form from LICENSEE within five (5) days after delivery of
the Check Discs to LICENSEE  shall be deemed  disapproval  of such Check  Discs.
Production  of  any  order  for  Licensed  Product  shall  not  proceed  without
LICENSEE's signed authorization.

         4.5 Cost of Disc Stamper  Production.  [*] The payment will be due upon
the earlier of (a) the subsequent submission by LICENSEE of a revised version of
the Game to NOA,  or (b) six (6)  months  after  the  date  the  Game was  first
approved by NOA.

         4.6 Submission and Approval of Artwork. Prior to submitting a completed
Game to NOA under Section 4.1,  LICENSEE shall submit to NOA all Artwork for the
proposed Licensed Product.  Within ten (10) business days of receipt,  NOA shall
approve or  disapprove  the Artwork.  If any Artwork is  disapproved,  NOA shall
specify in writing the reasons for such  disapproval and state what  corrections
or  improvements  are necessary [*].  After making the necessary  corrections or
improvements,  LICENSEE  shall submit revised  Artwork to NOA for approval.  NOA
shall not  unreasonably  withhold  or delay its  approval  of any  Artwork.  The
approval  of  the  Artwork  by NOA  shall  not  relieve  LICENSEE  of  its  sole
responsibility  for the  development  and  quality of the  Artwork or in any way
create any warranty for the Artwork or the Licensed  Product by NOA. All Artwork
must be approved prior to submitting an order for the Licensed Product.

* Confidential portion omitted and filed separately with the Commission.

                                       5
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         4.7 Artwork for Bulk Goods. If LICENSEE  intends to submit an order for
Bulk Goods, all Artwork shall be submitted to NOA in accordance with Section 4.6
herein.  No Printed  Materials  shall be produced by LICENSEE until such Artwork
has been approved by NOA.

         4.8 Promotional Discs. In the event NOA issues Guidelines in the future
that  permit  LICENSEE  to develop  and  distribute  Promotional  Discs,  either
separately or as a part of the Licensed Product,  the content and specifications
of such  Promotional Disc shall be subject to all of the terms and conditions of
this  Agreement,  including,  without  limitation,  the  Guidelines,  the  Price
Schedule and the submission and approval procedures provided for in this Section
4.

5. ORDER PROCESS, PURCHASE PRICE, PAYMENT AND DELIVERY

         5.1  Submission of Orders by LICENSEE.  After receipt of NOA's approval
for a Game and Artwork, LICENSEE may at any time submit a written purchase order
to NOA for such Game. The purchase order shall specify  whether the order is for
Finished Goods or Bulk Goods.  The terms and conditions of this Agreement  shall
control  over any contrary  terms of such  purchase  order or any other  written
documentation or verbal  instruction from LICENSEE.  All orders shall be subject
to acceptance by NOA in Redmond, WA.

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

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

         5.4 Delivery of Finished  Goods.  Finished  Goods shall be delivered to
LICENSEE FCA North Bend, Washington USA, or such other delivery point within the
continental United States as may be specified by NOA. Orders may be delivered in
partial  shipments,  at NOA's  option.  Title to  Finished  Goods  shall vest in
LICENSEE at the point of delivery.

         5.5  Delivery of Bulk Goods.  Bulk Goods shall be delivered to LICENSEE
FCA  Torrance,   California  USA,  or  such  other  delivery  point  within  the
continental United States as may be specified by NOA. Orders may be delivered in
partial shipments,  at NOA's option.  Title to Bulk Goods shall vest in LICENSEE
at the point of delivery.

         5.6  Rebate  Program.  NOA,  at its  sole  option,  may  elect to offer
LICENSEE a Rebate Program.  The terms and conditions of any Rebate Program shall
be subject to NOA's sole  discretion.  LICENSEE  shall not be entitled to offset
any claimed  rebate amount against other amounts owing NOA. No interest shall be
payable by NOA to LICENSEE on any claimed rebate.  The Rebate Program is subject
to change or cancellation by NOA at any time without Notice.

6. MANUFACTURE OF THE LICENSED PRODUCT

         6.1 Manufacturing.  Nintendo Co. Ltd. shall be the exclusive source for
the  manufacture  of the Game Discs,  Check Discs and  Promotional  Discs,  with
responsibility  for all  aspects of the  manufacturing  process,  including  the
selection of the locations and specifications for any manufacturing  facilities,
determination   of  materials  and  processes,   appointment  of  suppliers  and
subcontractors and management of all work-in-progress. Upon acceptance by NOA of
a purchase order from LICENSEE and

* Confidential portion omitted and filed separately with the Commission.

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receipt of payment as provided  for at Section  5.3 herein,  NOA shall place the
order  with   Nintendo   Co.,   Ltd.  who  shall   (through  its  suppliers  and
subcontractors) arrange for the manufacture of the Licensed Products.

         6.2 Security Features.  The final release version of the Game, the Game
Disc and the  Printed  Materials  shall  include  such  Security  Technology  as
Nintendo,  in its sole discretion,  deems necessary or appropriate to (a) reduce
the risk of unlawful copying or other unlawful, unsafe or unauthorized uses, (b)
protect the  Proprietary  Rights of Nintendo  and of the  LICENSEE,  (c) promote
consumer confidence,  and (d) increase the quality,  reliability or operation of
the NINTENDO GAMECUBE system.

         6.3 Bulk Goods Orders. LICENSEE may elect to order Bulk Goods under the
terms of this  Agreement,  in which event LICENSEE shall arrange and pay for the
production  of the Printed  Materials  and the final  assembly  of the  Licensed
Products in accordance with the Guidelines.

         6.4 Printed Materials for Bulk Goods. Upon delivery to LICENSEE of Bulk
Goods,  LICENSEE  shall  assemble the Printed  Materials and Game Discs into the
Licensed Products in accordance with the Guidelines. No other materials,  items,
products or packaging may be included in the assembled  Bulk Goods without NOA's
prior written  consent.  Bulk Goods may be sold or  distributed by LICENSEE only
when fully assembled in accordance with the Guidelines.

         6.5 Prior Approval of LICENSEE's Independent Contractors.  Prior to the
placement  of a purchase  order for Bulk  Goods,  LICENSEE  shall  obtain  NOA's
approval of any Independent  Contractors  selected to perform the production and
assembly  operations.  LICENSEE shall provide NOA with the names,  addresses and
all business  documentation  reasonably  requested  by NOA for such  Independent
Contractors.  NOA may, prior to approval and at reasonable intervals thereafter,
(a) require submission of additional business or financial information regarding
the  Independent   Contractors,   (b)  inspect  applicable   facilities  of  the
Independent  Contractors,  and  (c) be  present  to  supervise  any  work on the
Licensed Products to be done by the Independent Contractors.  If at any time NOA
deems any  Independent  Contractor  to be unable to meet  quality,  security  or
performance standards reasonably established by NOA, NOA may refuse to grant its
approval or withdraw  its  approval  upon Notice to  LICENSEE.  LICENSEE may not
proceed with the production of the Printed Materials or assembly of the Licensed
Products  until NOA's concerns have been resolved to its  satisfaction  or until
LICENSEE  has  selected  and  received  NOA's  approval  of another  Independent
Contractor.  NOA may establish  preferred or required  supply sources for select
components of the Printed  Materials,  which sources shall be deemed preapproved
in  accordance  with this Section 6.5.  LICENSEE  shall comply with all sourcing
requirements established by NOA.

         6.6 NOA  Inserts  for Bulk  Goods.  NOA,  at its  option,  may  provide
LICENSEE  with [*]  promotional  materials  (as provided  for at Section  7.7(a)
herein) [*], which LICENSEE agrees to include in the assembly of the Bulk Goods.

         6.7 Sample Printed Materials for Bulk Goods. Within a reasonable period
of time after  LICENSEE's  assembly of an initial  order for a Bulk Goods title,
LICENSEE  shall  provide  NOA with (a) six (6)  samples  of the fully  assembled
Licensed Product,  and (b) seventy (70) samples of the LICENSEE produced Printed
Materials  (excluding the plastic disc storage case,  warranty card,  poster and
precautions booklet) for such Bulk Goods.

         6.8 Retention of Sample Licensed  Products by NOA. NOA or Nintendo may,
at their own expense,  manufacture  reasonable quantities of the Game Discs, the
Printed  Materials  or the Licensed  Products to be used for archival  purposes,
legal proceedings against infringers of the Intellectual Property Rights and for
other lawful purposes (but not for resale).

7. MARKETING AND ADVERTISING

         7.1 Approval of Marketing  Materials.  LICENSEE represents and warrants
that the Printed Materials and the Marketing  Materials shall be of high quality
and comply with (a) the Guidelines,  (b) the Advertising Code of Conduct and the
Principles and Guidelines for  Responsible  Advertising of the ESRB,

* Confidential portion omitted and filed separately with the Commission.

                                       7
<PAGE>

                                                                    CONFIDENTIAL

and (c) all  applicable  laws  and  regulations  in those  jurisdictions  in the
Territory  where  they  will be used or  distributed.  All  LICENSEE  controlled
websites  featuring the Games shall adopt a privacy  policy [*]. Prior to actual
use or  distribution,  LICENSEE  shall  submit to NOA for review  samples of all
proposed  Marketing  Materials.  NOA  shall,  within ten (10)  business  days of
receipt,  approve or disapprove  of the quality of such  samples.  If any of the
samples are disapproved,  NOA shall specify the reasons for such disapproval and
state what  corrections  and/or  improvements  are  necessary.  After making the
necessary corrections and/or improvements, LICENSEE shall submit revised samples
for  approval by NOA. No Marketing  Materials  shall be used or  distributed  by
LICENSEE  without  NOA's  prior  written  approval.  NOA shall not  unreasonably
withhold or delay its approval of any proposed Marketing Materials.

         7.2 No Bundling.  LICENSEE  shall not market or distribute any Finished
Goods or Bulk Goods that have been bundled with (a) any peripheral  designed for
use with the NINTENDO  GAMECUBE system that has not been licensed or approved in
writing by NOA, or (b) any other product or service where NOA's  association  or
endorsement might be suggested by bundling the products or services.

         7.3 Warranty and Repair.  LICENSEE shall provide the original  consumer
with a minimum  ninety  (90) day  limited  warranty  on all  Licensed  Products.
LICENSEE   shall   also   provide   reasonable   product   service,    including
out-of-warranty service, [*] for all Licensed Products. LICENSEE shall make such
warranty and repair information available to consumers as required by applicable
federal and state law.

         7.4 Business  Facilities.  LICENSEE  agrees to develop and maintain (a)
suitable  office  facilities  within the United  States,  adequately  staffed to
enable LICENSEE to fulfill all of its 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, including telephone service, to adequately
support the Licensed Products.

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

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

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

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

8. CONFIDENTIAL INFORMATION

         8.1 Definition.  Confidential Information means information provided to
LICENSEE by Nintendo or any third party  working with  Nintendo  relating to the
hardware and software for the

* Confidential portion omitted and filed separately with the Commission.

                                       8
<PAGE>

                                                                    CONFIDENTIAL

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

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

         8.3  Disclosure   and  Use.  NOA  may  provide   LICENSEE  with  highly
confidential  development information,  Guidelines,  Development Tools, systems,
specifications   and  related   resources  and  information   constituting   and
incorporating the Confidential Information to assist LICENSEE in the development
of Games.  LICENSEE agrees to maintain all Confidential  Information as strictly
confidential  and to use such  Confidential  Information only in accordance with
this Agreement.  LICENSEE shall limit access to the Confidential  Information to
LICENSEE's  employees  having  a  strict  need to know  and  shall  advise  such
employees of their obligation of  confidentiality  as provided herein.  LICENSEE
shall  require  each such  employee  to retain in  confidence  the  Confidential
Information pursuant to a written non-disclosure  agreement between LICENSEE and
such employee.  LICENSEE shall use its best efforts to ensure that its employees
working with or otherwise  having access to Confidential  Information  shall not
disclose or make any unauthorized use of the Confidential Information.

         8.4  Independent  Contractor  Use.  LICENSEE  shall  not  disclose  the
Confidential Information,  the Guidelines or the Intellectual Property Rights to
any Independent Contractor,  nor permit any Independent Contractor to perform or
assist in development work for a Game, nor utilize any Development Tools without
NOA's prior written  consent.  Each  approved  Independent  Contractor  shall be
required  to enter  into a written  non-disclosure  agreement  with NOA prior to
receiving any access to or disclosure of such materials from either  LICENSEE or
NOA.

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

         8.6 Notification Obligations. LICENSEE shall promptly notify NOA of the
unauthorized  use  or  disclosure  of any  Confidential  Information  and  shall
promptly act to recover any such  information  and prevent further breach of the
obligations herein. The obligations of LICENSEE set forth herein are in

* Confidential portion omitted and filed separately with the Commission.

                                       9
<PAGE>

                                                                    CONFIDENTIAL

addition to and not in lieu of any other legal  remedy that may be  available to
NOA under this Agreement or applicable law.

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

9. REPRESENTATIONS AND WARRANTIES

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

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

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

                  (c) excluding the Intellectual  Property  Rights,  LICENSEE is
either  (i) the sole  owner  of all  right,  title  and  interest  in and to the
trademarks,  copyrights and all other Proprietary  Rights  incorporated into the
Games or the Artwork or used in the development, advertising, marketing and sale
of the Licensed Products or the Marketing Materials,  or (ii) the holder of such
rights, including trademarks,  copyrights and all other Proprietary Rights which
belong  to any  third  party but have been  licensed  from such  third  party by
LICENSEE, as are necessary for incorporation into the Games or the Artwork or as
are used in the  development,  advertising,  marketing  and sale of the Licensed
Products or the Marketing Materials under this Agreement.

         9.2 NOA's  Representations and Warranties.  NOA represents and warrants
that:

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

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

         9.3 INTELLECTUAL PROPERTY RIGHTS DISCLAIMER. NOA (ON ITS OWN BEHALF AND
ON BEHALF OF NINTENDO CO.,  LTD. AND ITS  AFFILIATES,  LICENSORS,  SUPPLIERS AND
SUBCONTRACTORS)   EXPRESSLY   DISCLAIMS  ALL   REPRESENTATIONS   AND  WARRANTIES
CONCERNING THE SCOPE OR VALIDITY OF THE INTELLECTUAL  PROPERTY  RIGHTS.  NOA (ON
ITS OWN  BEHALF  AND ON  BEHALF  OF  NINTENDO  CO.,  LTD.  AND  ITS  AFFILIATES,
LICENSORS,  SUPPLIERS AND SUBCONTRACTORS)  EXPRESSLY DISCLAIMS ANY WARRANTY THAT
THE DESIGN, DEVELOPMENT, ADVERTISING, MARKETING OR SALE OF THE LICENSED PRODUCTS
OR THE USE OF THE  INTELLECTUAL  PROPERTY  RIGHTS BY LICENSEE  WILL NOT INFRINGE
UPON ANY PATENT,  COPYRIGHT,  TRADEMARK OR OTHER  PROPRIETARY  RIGHTS OF A THIRD
PARTY.  ANY  WARRANTY  THAT MAY BE PROVIDED IN ANY  APPLICABLE  PROVISION OF THE
UNIFORM  COMMERCIAL  CODE OR ANY OTHER  COMPARABLE  LAW OR STATUTE IS  EXPRESSLY
DISCLAIMED. LICENSEE HEREBY ASSUMES THE RISK OF INFRINGEMENT.

         9.4  GENERAL  DISCLAIMER.  NOA (ON  ITS OWN  BEHALF  AND ON  BEHALF  OF
NINTENDO CO., LTD. AND ITS AFFILIATES,  LICENSORS, SUPPLIERS AND SUBCONTRACTORS)
EXPRESSLY  DISCLAIMS ANY AND ALL  WARRANTIES  WITH RESPECT TO THE GAME DISCS AND
THE LICENSED PRODUCTS,  INCLUDING,  WITHOUT LIMITATION, THE SECURITY TECHNOLOGY.
LICENSEE  PURCHASES  AND ACCEPTS ALL GAME DISCS AND LICENSED  PRODUCTS ON AN "AS
IS" AND "WHERE IS" BASIS.  NOA (ON ITS OWN BEHALF AND ON BEHALF OF NINTENDO CO.,
LTD. AND ITS  AFFILIATES,  LICENSORS,  SUPPLIERS  AND  SUBCONTRACTOR)  EXPRESSLY
DISCLAIMS ALL WARRANTIES  UNDER THE APPLICABLE  LAWS OF ANY COUNTRY,  EXPRESS OR
IMPLIED,  INCLUDING  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR FITNESS  FOR A
GENERAL OR PARTICULAR PURPOSE.

* Confidential portion omitted and filed separately with the Commission.

                                       10
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                                                                    CONFIDENTIAL

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

10. INDEMNIFICATION

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

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

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

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

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

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

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

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

* Confidential portion omitted and filed separately with the Commission.

                                       11
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                                                                    CONFIDENTIAL

11. PROTECTION OF PROPRIETARY RIGHTS

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

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

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

12. ASSIGNMENT

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

         12.2  Assignment  by Operation of Law. In the event of an assignment by
operation of law which purports to affect this Agreement,  LICENSEE  shall,  not
later than thirty (30) days  thereafter,  give Notice and seek  consent  thereto
from NOA.  Such Notice shall  disclose the name of the  assignee,  the effective
date and the nature and extent of the assignment.  An assignment by operation of
law  includes,  but is not  limited  to (a) a merger of  LICENSEE  into  another
business entity or a merger of another  business  entity into LICENSEE,  (b) the
sale,  assignment  or  transfer  of all or  substantially  all of the  assets of
LICENSEE to a third party, (c) the sale, assignment or transfer to a third party
of any of the  LICENSEE's  intellectual  property  rights  which are used in the
development of or are otherwise  incorporated into any Licensed Products, or (d)
the sale,  assignment  or transfer of any of LICENSEE's  stock  resulting in the
acquirer having  management power over or voting control of LICENSEE.  Following
the later of (i) an assignment by operation of law, or (ii) receipt of Notice of
an  assignment by operation of law, NOA shall have the  unqualified  right for a
period of ninety  (90) days to  immediately  terminate  this  Agreement  without
further obligation to LICENSEE.

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

13. TERM AND TERMINATION

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

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

* Confidential portion omitted and filed separately with the Commission.

                                       12
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                                                                    CONFIDENTIAL

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

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

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

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

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

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

14. GENERAL PROVISIONS

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

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

         14.3  Records  and  Audit.  During the Term and for a period of two (2)
years  thereafter,  LICENSEE  agrees to keep  accurate,  complete  and  detailed
records relating to the use of the Confidential Materials, the Development Tools
and the Intellectual  Property Rights.  Upon reasonable Notice to

* Confidential portion omitted and filed separately with the Commission.

                                       13
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                                                                    CONFIDENTIAL

LICENSEE, NOA may, at its expense,  audit LICENSEE's records,  reports and other
information  related to LICENSEE's  compliance  with this  Agreement;  provided,
however,  that NOA shall not, during the course of the audit,  access LICENSEE's
source code,  development  plans,  marketing plans,  internal  business plans or
other items deemed confidential by LICENSEE, except to the extent such materials
incorporate,  disclose  or  reference  Nintendo's  Confidential  Information  or
Intellectual Property Rights.

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

         14.5 Survival.  In addition to those rights specified elsewhere in this
Agreement,  the rights and obligations set forth in Sections 3, 8, 9, 10, 11, 12
and 13 shall survive any  expiration  or  termination  of this  Agreement to the
degree necessary to permit their complete fulfilment or discharge.

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

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

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

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

* Confidential portion omitted and filed separately with the Commission.

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<PAGE>

                                                                    CONFIDENTIAL

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


NOA:                                          LICENSEE:
NINTENDO OF AMERICA INC.                      THE 3DO COMPANY


By:      /s/ John B.                          By:      James Alan Cook
   ------------------------------------          ------------------------------
Title:  Executive VP, Administration          Title:   Exec. Vice President
                                                    ---------------------------
Date:    March 6, 2002                        Date:    February 25, 2002
     ----------------------------------            ----------------------------

* Confidential portion omitted and filed separately with the Commission.

                                       15