EXHIBIT 10.52B


<PAGE>

                                                                    CONFIDENTIAL

                                                                  EXHIBIT 10.52B

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


                      XBOX(TM) LIVE DISTRIBUTION AMENDMENT
                                     TO THE
                     XBOX(TM) PUBLISHER LICENSING AGREEMENT


This Xbox(TM) Live Distribution  Amendment (the "Amendment") is entered into and
effective  as of the latter of the two  signature  dates  below (the  "Effective
Date")  by  and  between  MICROSOFT   LICENSING,   INC.  a  Nevada   corporation
("Microsoft"),  and THE 3DO COMPANY, a California corporation ("Licensee"),  and
supplements the Xbox(TM)  Publisher  License Agreement between the parties dated
as of July 22, 2002 ("PLA").


                                    RECITALS

         A. Whereas,  Microsoft and its affiliated companies develop and license
a computer game system, known as the Xbox(TM) game system; and

         B. Whereas,  Microsoft and its affiliated  companies  intend to develop
and maintain a  proprietary  online  service  accessible  via the Xbox(TM)  game
system; and

         C. Whereas,  Licensee is an experienced  publisher of software products
and is developing  and  publishing  one or more software  products to run on the
Xbox(TM) game system pursuant the parties' PLA; and

         D. Whereas,  Licensee wishes to participate in the Xbox Live service by
making such software products available to subscribers of such service.

Accordingly,  for and in  consideration  of the mutual  covenants and conditions
contained  herein,  and for other good and  valuable  consideration,  receipt of
which each party hereby acknowledges, Microsoft and Licensee agree as follows:

1. DEFINITIONS; INTERPRETATION

         1.1  Except  as  expressly   provided   otherwise  in  this  Amendment,
capitalized terms shall have the same meanings ascribed to them in the PLA.

         1.2 The terms of the PLA are incorporated by reference,  and except and
to the extent expressly modified by this Amendment, the PLA shall remain in full
force and effect and is hereby ratified and confirmed.

         1.3 "Xbox Live" shall mean the  proprietary  online service  offered by
Microsoft to End Users.  The Xbox Live service may change from time to time, and
may include, without limitation, the Base Service and Premium Service(s).

         1.4 "Online  Features" shall mean a Software Title's content,  features
and services that will be available to End Users via Xbox Live.  Online Features
may be Base Online Features and/or Premium Online Features.

         1.5  "Base  Service"  shall  mean a base  level of Xbox  Live  services
available  to End Users for a fee payable to Microsoft  or its  affiliates.  The
Base Service,  and the terms and conditions for Licensee's Base Online Features,
is further defined in this Amendment and the Xbox Guide.

         1.6  "Base  Online  Features"  shall  mean a  Software  Title's  Online
Features that are available to End Users as part of the Base Service.

* Confidential portion omitted and filed separately with the Commission.

                                       1
<PAGE>

                                                                    CONFIDENTIAL

         1.7 "Premium  Service(s)" shall mean Xbox Live services (other than the
Base Service)  available to End Users for additional fee(s) above and beyond the
Base  Service  fee.  The  Premium  Service,  and the  terms and  conditions  for
Licensee's Premium Online Features, is further defined in this Amendment and the
Xbox Guide.

         1.8 "Premium  Online  Features"  shall mean a Software  Title's  Online
Features that are available to End Users as part of the Premium Service.

         1.9 "End User" shall mean any  individual  or entity that  accesses and
uses  Xbox  Live,  whether  as a  guest  of a  Subscriber,  via a  user  account
established by a Subscriber, or otherwise.

         1.10   "Subscriber"   shall  mean  an  End  User  that   establishes  a
subscription billing account to Xbox Live.

         1.11  "Commercial  Release"  shall mean (a) with  respect to Xbox,  the
first  commercial  availability of Xbox Live in the United States to the general
public,  and (b) with respect to a the Online Features of a Software Title,  the
first availability of such features via Xbox Live to the general public.

         1.12  "Trial  Version"  shall mean a  time-limited  or  feature-limited
version of a Software  Title's  Online  Features  that is available to End Users
only to  advertise  or promote the  applicable  Software  Title,  and is further
defined in this Amendment and the Xbox Guide.

         1.13   "Online   Territory"   shall   be   determined   on  an   Online
Feature-by-Online  Feature  basis,  and shall  mean such  geographic  regions or
countries  as may be  specified  in writing  when the Concept of the  applicable
Online  Feature is approved.  The Online  Territories  for Online  Features of a
Software Title may differ in scope from the Territories for the Software Title's
Finished Product Units.

2. DEVELOPMENT; DELIVERY; APPROVAL

         2.1 Development Support.  Microsoft shall provide Licensee a reasonable
level of support in connection  with the  development  and testing of Licensee's
Online Features in a manner  consistent with the guidelines and requirements set
forth in the Xbox Guide.

         2.2 Approval  Process.  The approval  process for Online Features is as
set forth in the PLA (i.e., the stages for Concept approval,  pre-Certification,
Certification and Marketing Materials shall apply to all aspects of the Software
Title, including without limitation,  its Online Features).  Additional approval
criteria  specific  to Online  Features  are as set forth  below and in the Xbox
Guide.

                  2.2.1  Concept.   Licensee's  Concept  submission  form  shall
include a description of the Online Features,  including,  without limitation, a
description of any incremental content (i.e., to be made available following the
Commercial  Release of the Finished  Product  Units of the  Software  Title) and
proposed  distribution   schedule.   Licensee  shall  designate,   in  its  sole
discretion,  which Online  Features shall be included in the Base Service and in
the Premium  Service.  Subject to the foregoing,  Microsoft may require that all
Online  Feature  Concept  submissions  include,  at  a  minimum,  certain  basic
functionality  necessary  to achieve  certification  (e.g.,  all  features  must
support user  authentication),  and any such requirements  shall be set forth in
the Xbox Guide.  Licensee may  additionally  propose Online Features at any time
after a Software Title Concept has been  approved,  in which case Licensee shall
deliver to Microsoft a separate Concept submission addendum form for each Online
Feature  proposal.  Evaluation of the proposed  Online Features will be based on
criteria  including,  but not  limited  to, the  criteria  set forth in the Xbox
Guide. To the extent  Licensee  desires that Online Features be available in the
Territory comprising European Union countries,  the EU Approval Option shall not
apply.

                  2.2.2  Client-Server  Games.  The Online  Features  of certain
Software Titles may require that all or part of the Online Features be hosted on
game  server(s)  ("Game  Servers").  Such Game Servers shall be  maintained  and
operated by Microsoft  unless  Licensee  desires to maintain and operate its own
game server(s) for Premium Online Services  ("Licensee Game Servers"),  in which
case Licensee  Game Servers must be certified in  accordance  with Section 2.2.5
below.  Notwithstanding the foregoing,  given the necessity of creating a secure
and reliable online service to ensure the success of the Xbox Live platform, the
option for Licensee to maintain  and operate its own  Licensee  Game Servers may
not be available until at least one year following the Online Commercial Release
of Xbox Live. All  maintenance  and operation of Game Servers,  if any, for Base
Online Features shall be conducted solely by Microsoft.

* Confidential portion omitted and filed separately with the Commission.

                                       2
<PAGE>

                                                                    CONFIDENTIAL

                  2.2.3 Pre-Certification.  At the Pre-Certification submission,
Licensee shall deliver to Microsoft a version of the Online  Features,  and such
other content as may be required by the Xbox Guide. Microsoft shall also conduct
certain testing of the Online  Features,  which may vary depending on the nature
of the Online  Features.  If  applicable,  Licensee shall also provide access to
Licensee  Game Servers  and/or the Game Server  software  for  Pre-Certification
testing  in  accordance  with the  Xbox  Guide.  Online  Features  must  receive
satisfactory  Pre-Certification  testing  results  prior to the  Software  Title
proceeding to Beta Trials.

As set forth in the PLA,  all  feedback  provided by  Microsoft to Licensee as a
result of  Microsoft's  Pre-Certification  testing  shall be advisory in nature.
However,  Licensee  acknowledges  that the  Pre-Certification  and Certification
submissions  evaluate  different aspects of the Online Features and at different
stages in Licensee's  development schedule and therefore  satisfactory  feedback
regarding  Pre-Certification  is not an indication that the Online Features will
be approved following the Certification submission.  Licensee shall be given the
opportunity to resubmit Online Features that fail the Pre-Certification approval
process.  In  Microsoft's  discretion,  Licensee may be charged a reasonable fee
designed to offset the costs  associated with the  Pre-Certification  testing of
Software Titles in the event of resubmission(s).

                  2.2.4  Beta  Trials.  If  the   Pre-Certification   submission
receives  satisfactory  results,  Microsoft may require that internal and public
beta testing be conducted by or on behalf of Microsoft (the "Beta Trials").  All
feedback  provided by Microsoft to Licensee as a result of the Beta Trials shall
be advisory in nature, and satisfactory  feedback from the Beta Trials is not an
indication that the Online Features will be approved following the Certification
submission.  Likewise,  Beta Trial  feedback may include  information  regarding
violations of Technical Certification  Requirements that could, if not addressed
by Licensee, result in Certification failure. The Beta Trial process shall be as
further described in the Xbox Guide.

                  2.2.5 Certification. In addition to the deliverables set forth
in the PLA, Licensee shall deliver to Microsoft a proposed final release version
of the Software Title with Online Features that is complete and ready for access
via Xbox Live,  in addition to such other content as may be required by the Xbox
Guide.  Such version shall provide the final content  rating  certification  and
with all identified program errors corrected. If applicable, Licensee shall also
provide  Microsoft  access to Licensee's Game Servers and Game Server  software.
Microsoft shall conduct compliance, compatibility,  functional and other testing
consistent with the Xbox Guide ("Certification  Testing") and shall subsequently
provide  Licensee  with the  results of such  testing.  As set forth in the Xbox
Guide,  Certification  Testing  may vary  depending  on the nature of the Online
Features (e.g., a series of episodic downloads for a  client-to-client  game may
have different  Certification  criteria and testing times than the features of a
multiplayer client-server game).

                           2.2.5.1  Certification  for  Online  Features  may be
conditioned upon (1) successful  completion of the  Certification  Testing;  (2)
conformance  with the  approved  Online  Feature  Concept as  identified  in the
Concept   Summary;   (3)   demonstration   of  conformance  with  the  Technical
Certification  Requirements as described in the Xbox Guide; (4) consistency with
the goals  and  objectives  of the Xbox Live  service;  and (5)  continuing  and
ongoing compliance with all Certification requirements and other requirements as
set forth in the Xbox Guide and this Amendment.

                           2.2.5.2  Certification  for Licensee Game Servers may
be conditioned upon: (1) successful completion of the Certification Testing, (2)
demonstration of conformance with the Service Level Requirements as described in
the Xbox Guide, and (3) continuing and ongoing compliance with all Certification
requirements, Service Level Requirements, and other requirements as set forth in
the Xbox Guide and this Amendment.

                           2.2.5.3  If  warranted  on the  basis  of its  tests,
Microsoft  shall  make  reasonable  efforts to provide  Licensee  with  feedback
regarding the Online Features and Licensee Game Servers and  modifications  that
must be made prior to approval of the  Certification  submission.  Provided that
Licensee  has made good faith  efforts to address  issues  raised by  Microsoft,
Licensee shall be given the opportunity to resubmit Online Features and Licensee
Game  Servers  that fail the  Certification  approval  process.  In  Microsoft's
discretion,  Licensee  may be charged a  reasonable  fee  designed to offset the
costs  associated  with the testing of Online Features and Licensee Game Servers
upon resubmission.

                  2.2.6 Post-Release  Compliance.  As set forth in Section 2.2.5
above, Online Features (and Licensee Game Servers, as applicable) must remain in
compliance  with all  Certification  requirements  on a  continuing  and ongoing
basis. If, following  Certification and Commercial Release,  the Online Features
thereafter fail at any time to comply with any of the Certification criteria set
forth herein,  Microsoft  reserves the right,  at its option,  to terminate this
Amendment with respect to such Online Features,  or to revoke  Certification and
suspend the  availability of such Online Features in whole or in part until such
time that such Online  Features  are  re-Certified  in  accordance  with Section
2.2.5. Re-Certification may be conditioned upon Licensee's delivery to Microsoft
of Auto-Updates  (as defined in Section 2.3.4) in accordance with and within the
time frames set forth in the Xbox Guide.  If Licensee  Game  Servers fail at any
time  to  comply  with  any of the

* Confidential portion omitted and filed separately with the Commission.

                                       3
<PAGE>

                                                                    CONFIDENTIAL

Certification  criteria set forth herein,  Microsoft  reserves the right, at its
option,  to suspend  Licensee's  maintenance and operation of such Licensee Game
Servers until such time that such Licensee  Game Servers  achieve  Certification
again and/or  terminate  Licensee's  right to maintain and operate Licensee Game
Servers; and during such period of noncompliance  Microsoft further reserves the
right to host, at Licensee's  cost and expense,  the Online  Features on its own
Game  Servers,  and  Licensee  shall  cooperate  as  requested  by  Microsoft in
effecting a smooth and prompt  transition  of the Online  Features from Licensee
Game Servers to Microsoft's Game Servers.

         2.3 Other Approval Considerations.

                  2.3.1 Other  Versions.  The parties  may  mutually  agree that
Licensee  submit  versions of the Online  Features or Licensee  Game  Servers at
stages of development  other than as identified above for review and feedback by
Microsoft.  Such review  shall be within the  discretion  of  Microsoft  and may
require  the  payment  of  processing  fees by  Licensee  to  offset  the  costs
associated with the review of such Software Titles.

                  2.3.2 Content  Rating.  The content  rating  requirements  set
forth in the PLA shall apply to all Online Features. Additionally, Microsoft may
require that  Licensee  obtain,  at  Licensee's  sole cost,  an ESRBi rating (or
comparable  online  content  rating,  if  any,  for  the  applicable  Territory)
consistent  with and no higher than the  Software  Title's ERSB rating (or other
applicable rating). Licensee shall immediately notify Microsoft in writing if at
any time  after  final  Certification  Licensee's  Online  Features  fall out of
compliance  with this Section and/or the applicable  rating body  guidelines for
online content.

                  2.3.3  Changes  of   Requirements   by   Microsoft.   Licensee
acknowledges  that  the  Xbox  Live  service  is  a  new  and  evolving  network
environment, and as a result, it and the Xbox Guide are subject to change during
the Term of this Amendment.  Notwithstanding Microsoft's Certification of Online
Features and/or Licensee Game Servers, nothing herein shall be deemed to relieve
Licensee  of its  obligation  to  correct  material  program  bugs and errors in
conformance  with  the  Xbox  Guide,   whenever  discovered  (including  without
limitation after Commercial Release of the Online Features), and Licensee agrees
to correct such  material bugs and errors as soon as possible  after  discovery,
regardless  of whether the bug or error  necessitates  a correction  to Finished
Product  Units or  Licensee  Game  Servers.  Microsoft  will  make  commercially
reasonable efforts to promptly notify Licensee of any changes to the Xbox Guide,
and the time  frames for  implementing  changes to its  Online  Features  and/or
Licensee Game Servers to comply with the updated requirements of the Xbox Guide.

                  2.3.4 Post-Release Updates.  Licensee understands that certain
changes to the Xbox Guide,  or the revocation of  Certification  with respect to
Online Features or Licensee Game Servers,  may require that Licensee develop and
make  available  for  download  to End Users or to  Microsoft  various  updates,
upgrades, or fixes thereto  (collectively,  "Auto-Updates").  Microsoft reserves
the right to charge  Licensee a  reasonable  fee to offset the costs  associated
with the  Certification,  hosting and distribution of Auto-Updates to End Users;
however,  no fees shall be charged for the first two  Auto-Updates  (if any) per
Software  Title.  In addition,  Licensee may desire,  from time to time, to make
available  additional Online Features in the form of software downloads (such as
new characters or game levels) or data (such as league  statistics),  as part of
the Base  Service or Premium  Service  ("Content  Downloads").  Auto Updates and
Content Downloads shall be referred to collectively herein as "Updates." Updates
of any  nature  must be  approved  by  Microsoft  in  advance  and must  achieve
Certification;  however,  the  Certification  process and  requirements may vary
depending on the nature of and necessity for the Update, as further described in
the Xbox Guide.

                  2.3.5 Event-Based Premium Online Features. Certain event-based
Premium  Online  Features  (e.g.,  pay-for-play  tournaments  and  contests) may
require additional  approvals and be subject to additional  requirements,  which
will be set forth in the Xbox Guide.

3. OTHER RIGHTS AND RESPONSIBILITIES

         3.1 Licensee.

                  3.1.1  Archive  Copies.  Licensee  agrees to maintain,  and to
possess the ability to support,  copies in object  code,  source code and symbol
format,  of all Online  Features  and Updates  available to End Users during the
Term of this Amendment and for no less than [*] thereafter.

                  3.1.2 Customer  Support.  As set forth in the PLA and the Xbox
Guide, as between Microsoft and Licensee,  Licensee shall be solely  responsible
for providing  customer support to End Users of Online  Features.  Licensee will
provide  all  End  Users  appropriate  contact  information  (including  without
limitation  Licensee's street address and telephone

* Confidential portion omitted and filed separately with the Commission.

                                       4
<PAGE>

                                                                    CONFIDENTIAL

number, and the applicable  individual/group  responsible for customer support),
and  will  also  provide  all such  information  to  Microsoft  for  posting  on
http://www.xbox.com. Customer support shall at all times conform to the Customer
Service Requirements set forth in the Xbox Guide. Microsoft shall be responsible
for providing  technical  support to End Users relating to the Xbox Live service
platform,  and unless the parties agree otherwise,  shall be responsible for all
community management functions.  Except as expressly set forth herein,  Licensee
acknowledges  and agrees that  Microsoft  will have no support  responsibilities
whatsoever to End Users of the Online Features,  regardless of whether Microsoft
hosts Game Servers, Updates, or otherwise.

                  3.1.3 No Reverse Engineering.  Licensee shall not, directly or
indirectly,  reverse engineer or aid or assist in the reverse engineering of all
or any part of Xbox Live or any associated hardware and software except and only
to the extent that such  activity  is  expressly  permitted  by  applicable  law
notwithstanding this limitation. In the event applicable law grants Licensee the
right to reverse engineer the Xbox  notwithstanding  this  limitation,  Licensee
shall provide  Microsoft with written  notice prior to such reverse  engineering
activity, information sufficient regarding Licensee's intended method of reverse
engineering,  its purpose and the legal  authority  for such  activity and shall
afford Microsoft a reasonable  period of time before initiating such activity in
order to evaluate the activity and/or challenge the reverse engineering activity
with the appropriate legal authorities. Licensee shall refrain from such reverse
engineering  activity  until such time as any legal  challenge  is  resolved  in
Licensee's favor. Reverse engineering includes, without limitation, decompiling,
disassembly,  sniffing,  peeling semiconductor components, or otherwise deriving
source code.

                  3.1.4 End User Rights.  Use of Xbox Live by End Users shall be
subject to a Terms of Use, which may be amended from time to time.  Licensee may
impose additional terms and restrictions on End Users with respect to Licensee's
Online Features to the extent such  additional  terms and  restrictions  are not
inconsistent  with  the  Terms  of  Use  and  are in a form  to be  approved  by
Microsoft.

                  3.1.5 Availability of Online Features.

                           3.1.5.1 Minimum Commitment. Subject to the commercial
availability  of Xbox  Live,  Licensee  agrees  that each  Online  Feature  of a
Software  Title shall be made available for inclusion in Xbox Live for a minimum
of [*] following the respective Commercial Release of the Finished Product Units
of such Software Title in each Online  Territory of (the "Minimum  Commitment"),
and Licensee  shall be obligated to provide all  necessary  support  (including,
without  limitation,  the obligations set forth in Sections 2.3.3, 2.3.4, 3.1.2)
for such Online Feature during the Minimum Commitment. Subject to the foregoing,
the parties may  mutually  agree on a  case-by-case  basis to a shorter  Minimum
Commitment  as  appropriate.  Following  the Minimum  Commitment,  Licensee  may
terminate  Microsoft's  license (as defined in Section 4 below)  associated with
such  Online  Features  upon [*]  prior  written  notice  to  Microsoft;  and/or
Microsoft may  discontinue  the  availability of any or all such Online Features
via Xbox Live upon [*] prior  written  notice  to  Licensee.  Licensee  shall be
responsible for communicating the duration of Online Feature availability to End
Users,  and  for  providing  reasonable  advance  notice  to  End  Users  of any
discontinuation of Online Features.

                           3.1.5.2  Reclassification  of Base and Premium Online
Features.  If,  following  the Minimum  Commitment  for a Base  Online  Feature,
Licensee  desires that the Base Online Feature continue to be made available via
Xbox Live, then Licensee may, at its option and upon written notice to Microsoft
at least [*] days prior to the end of the Minimum  Commitment,  elect to (i) pay
the  applicable  Hosting and Bandwidth  Fees as set forth in the Xbox Guide,  or
(ii) submit a new Concept  approval form containing a proposal to reclassify the
Base Online Feature as a Premium Online Feature.  Reclassification  of a Premium
Online Feature as a Base Online Feature  following the Minimum  Commitment shall
require the mutual consent of the parties.

                           3.1.5.3 Microsoft shall have no  responsibility,  and
shall not be liable in any way, for any  statements  or claims made by Licensee,
whether  in  Licensee's   Marketing   Materials  or  otherwise,   regarding  the
availability of any Online Features.

                  3.1.6 As soon as  possible  following  its  request,  Licensee
shall provide  Microsoft with up to [*] Finished  Product Units and accompanying
Marketing Materials at Licensee's cost. Such units may be used in marketing,  as
product samples and for support and archival purposes,  and shall be in addition
to the Finished Product Units provided for these purposes pursuant to the PLA.

                  3.1.7  Trademarks.  To the  extent a Software  Title's  Online
Features consist solely of Content  Download(s) and such Software Title does not
support online  multiplayer  gameplay via Xbox Live (a  "Download-Only

* Confidential portion omitted and filed separately with the Commission.

                                       5
<PAGE>

                                                                    CONFIDENTIAL

Software Title"),  such  Download-Only  Software Title and associated  Marketing
Materials may not use the Licensed Trademarks or packaging templates  associated
with Xbox Live, and Licensee may not refer to such Download-Only  Software Title
as an "Xbox Live-enabled" Software Title. Subject to the foregoing,  Section 4.1
of the PLA shall apply to all Software

Titles with Online  Features,  and Licensed  Trademarks and Packaging  Materials
specific to Software  Titles with Online  Features shall be available for use in
connection therewith, as further detailed in the Xbox Guide.

         3.2 Microsoft.

                  3.2.1 Usage Data. Licensee  acknowledges that the operation of
the Xbox Live service  requires that Microsoft  collect and store End User usage
data, including,  without limitation, End User statistics,  scores, ratings, and
rankings    (collectively,    "Aggregate    Usage    Data"),    as    well    as
personally-identifiable  End User data (e.g.,  name,  email address)  ("Personal
Data").  Microsoft reserves the right, in its discretion,  to use such Aggregate
Usage Data for any purpose, including without limitation,  posting the Aggregate
Usage Data on  Xbox.com or other  Microsoft  websites.  Microsoft  agrees to use
commercially  reasonable  efforts to periodically  make certain  Aggregate Usage
Data and Personal Data  available to Licensee;  provided that  Licensee's use of
such  data  shall be in  accordance  with the  then-current  Xbox  Live  Privacy
Statement  and such other  reasonable  restrictions  as  Microsoft  may require.
Without limiting the foregoing,  Licensee agrees that any disclosure of Personal
Data to Licensee  shall only be used by Licensee  and may not be shared with any
other third parties, and any permitted email communications with End Users shall
include instructions for opting out of receiving any further communications from
Licensee.

                  3.2.2 Billing and  Collection.  Microsoft shall be responsible
for customer billing and collecting all  subscription  fees associated with Xbox
Live,  including  without  limitation  Base  Service and Premium  Service  fees.
Microsoft  shall have sole discretion to determine the fees charged for the Base
and Premium Services.

4. GRANT OF LICENSE

         4.1 In  consideration  of the royalty  payments as described in Section
5.1.2  below,   Licensee   grants  to   Microsoft  a  worldwide,   transferable,
sublicensable  license  to  broadcast,   transmit,  distribute,  host,  publicly
display,  reproduce, and license (solely to End Users) Online Features solely to
the extent  necessary  to enable End Users to use the Online  Features  via Xbox
Live, and additionally,  a worldwide,  transferable license solely to distribute
to End Users and  permit  End Users to  download  and store  Updates,  solely in
conjunction with such End User's use of the Online Features via Xbox Live.

         4.2 Licensee  agrees that the license grant set forth in this Section 4
is exclusive,  meaning that Licensee shall not directly or indirectly  permit or
enable access to Online  Features by any means,  methods,  platforms or services
other than Xbox and Xbox Live.  Notwithstanding  the  foregoing,  and absent any
separate agreement between the parties to the contrary, this Section 4 shall not
prevent  Licensee  from making other  platform  versions of its Software  Titles
available  via  other   platform-specific   online  services.  For  illustration
purposes,  Licensee may make both Xbox and  Playstation2  versions of a Software
Title that supports online gameplay, but the Xbox version may only be played via
the Xbox Live service and no other online  service  operated by any entity other
than Microsoft.

         4.3 This Section 4 shall  survive  expiration  or  termination  of this
Amendment  solely to the extent and for the  duration  necessary  to  effectuate
Section 6.3 below.

5. PAYMENTS

         5.1 Premium Online Features.

                  5.1.1 Set-Up,  Hosting and Bandwidth  Fees. If Microsoft hosts
Game Servers for a Software Title's Premium Online Features,  Licensee shall pay
the applicable  Set-Up Fees,  Hosting Fees, and Bandwidth Fees as such terms are
defined and detailed in the Xbox Guide.

                  5.1.2 Royalty.  Microsoft shall pay Licensee a [*] percent [*]
royalty for Premium Online Features (the "Royalty  Fee").  The Royalty Fee shall
be a percentage of Gross Receipts  received from Premium Online Features,  where
"Gross  Receipts" is defined as all revenues  generated  by  Licensee's  Premium
Online  Features  at the  greater of the  Licensee's  suggested  Premium  Online
Feature price or the actual Premium Online Feature price.  The actual price does
not include any

* Confidential portion omitted and filed separately with the Commission.

                                       6
<PAGE>

                                                                    CONFIDENTIAL

pass-through  taxes  such as sale,  use,  and/or  VAT/GST  which are  ordinarily
collected from End Users whether or not those taxes are displayed to End Users.

         5.2 Base Online  Features.  Licensee shall not receive any subscription
fees,  nor shall  Licensee be obligated to pay  Microsoft any fees in connection
with its Base Online Features,  except (i) under the circumstances  described in
Section  3.1.5.2 above, or (ii) in the case of a Base Content  Download,  in the
event such Base Content  Download  exceeds a certain as size as specified in the
Xbox Guide, in which case certain Bandwidth Fees may apply.

         5.3 Payment Process. All payments due by either party shall be remitted
in US dollars, and in accordance with the processes set forth herein.

                  5.3.1  Hosting and  Bandwidth  Fees.  Microsoft  will  invoice
Licensee on a calendar quarterly basis for any Set-Up Fees, Hosting Fees, and/or
Bandwidth  Fees owed to  Microsoft.  Licensee  shall pay to  Microsoft  the full
amount  invoiced  within  thirty  (30)  calendar  days  after  the  date  of the
respective  invoice.  Payment  will be made by  wire  transfer,  in  immediately
available funds, to an account,  and in accordance with a reasonable  procedure,
to be specified in writing by Microsoft.

                  5.3.2 Royalty  Fees.  Within thirty (30) days after the end of
each calendar  quarter with respect to which Microsoft owes Licensee any Royalty
Fees,  Microsoft shall furnish Licensee with a statement,  together with payment
for any amount shown thereby to be due to Licensee. The statement shall be based
upon Gross  Receipts for the quarter then ended,  and shall contain  information
sufficient to discern how the Royalty Fees were computed.

                  5.3.3  Offset.  Upon written  notice,  Microsoft  reserves the
right to offset  Hosting and Bandwidth  Fees and Royalty Fees each quarter,  and
generate an invoice or render payment of the balance, as appropriate.

         5.4  Audit.  During  the Term of this  Amendment  and for  three  years
thereafter  Microsoft  shall keep all usual and proper  records  relating to the
distribution of Licensee's Online Features via Xbox Live, and the Gross Receipts
therefrom.  Such  records,  books  of  account,  and  entries  shall  be kept in
accordance with generally  accepted  accounting  principles.  Licensee may audit
and/or inspect  Microsoft's  records in order to verify  Microsoft's  compliance
with the terms of this Amendment.  Licensee  reserves the right, upon reasonable
advance  notice,  to audit  Microsoft's  records  and consult  with  Microsoft's
accountants for the purpose of verifying  Microsoft's  compliance with the terms
of this Amendment and for a period of two (2) years  thereafter.  Any such audit
shall be conducted during regular business hours at a single Microsoft  location
in the United States with  reasonable  advance  notice.  Any such audit shall be
paid for by Licensee unless  material  discrepancies  are disclosed.  "Material"
shall  mean  the  greater  of [*] or [*]  percent  [*] of the  royalties  due to
Licensee  within the audit  period.  If material  discrepancies  are  disclosed,
Microsoft  agrees to pay Licensee for the costs  associated  with the audit,  as
well as reimburse Licensee for all under-reported amounts.

         5.5 Taxes.

                  5.5.1 The  amounts to be paid by either  party to the other do
not  include  any  foreign,  U.S.  federal,  state,  local,  municipal  or other
governmental  taxes,  duties,  levies,  fees,  excises or tariffs,  arising as a
result  of or in  connection  with  the  transactions  contemplated  under  this
Amendment  including,  without  limitation,  (i) any state or local sales or use
taxes or any value added tax or business  transfer tax now or hereafter  imposed
on the provision of any services to the other party under this  Amendment,  (ii)
taxes  imposed or based on or with  respect to or  measured  by any net or gross
income or receipts of either party,  (iii) any franchise  taxes,  taxes on doing
business,  gross  receipts  taxes or capital stock taxes  (including any minimum
taxes and taxes measured by any item of tax preference),  (iv) any taxes imposed
or assessed after the date upon which this  Amendment is  terminated,  (v) taxes
based upon or imposed with  reference to either  parties'  real and/or  personal
property ownership and (vi) any taxes similar to or in the nature of those taxes
described in (i), (ii),  (iii),  (iv) or (v) above, now or hereafter  imposed on
either party (or any third parties with which either party is permitted to enter
into  agreements  relating to its  undertakings  hereunder)  (all such  amounts,
together with any  penalties,  interest or any additions  thereto,  collectively
"Taxes"). Neither party is liable for any of the other party's Taxes incurred in
connection  with or  related  to the  sale of  goods  and  services  under  this
Amendment, and all such Taxes shall be the financial responsibility of the party
obligated to pay such taxes as determined by the applicable  law,  provided that
both  parties  shall  pay  to the  other  the  appropriate  Collected  Taxes  in
accordance with subsection 5.5.2 below.  Each party agrees to indemnify,  defend
and hold the other party harmless from any Taxes (other than Collected Taxes) or
claims,  causes of action,  costs  (including,  without  limitation,  reasonable
attorneys' fees) and any other liabilities of any nature  whatsoever  related to
such Taxes to the extent such Taxes relate to amounts paid under this Amendment.

* Confidential portion omitted and filed separately with the Commission.

                                       7
<PAGE>

                                                                    CONFIDENTIAL

                  5.5.2 Any sales or use taxes described in 5.5.1 above that (i)
are owed by either party solely as a result of entering into this  Amendment and
the payment of the fees  hereunder,  (ii) are required to be collected from that
party under  applicable law, and (iii) are based solely upon the amounts payable
under  this  Amendment  (such  taxes  the  "Collected  Taxes"),  shall be stated
separately as applicable on payee's  invoices and shall be remitted by the other
party to the payee,  upon request payee shall remit to the other party  official
tax receipts  indicating  that such Collected Taxes have been collected and paid
by the payee. Either party may provide the other party an exemption  certificate
acceptable to the relevant  taxing  authority  (including  without  limitation a
resale  certificate)  in which case payee shall not collect the taxes covered by
such certificate.  Each party agrees to take such commercially  reasonable steps
as are  requested  by the  other  party  to  minimize  such  Collected  Taxes in
accordance  with all relevant  laws and to  cooperate  with and assist the other
party,  in challenging  the validity of any Collected  Taxes or taxes  otherwise
paid by the payor  party.  Each party shall  indemnify  and hold the other party
harmless  from any Collected  Taxes,  penalties,  interest,  or additions to tax
arising from amounts paid by one party to the other under this  Amendment,  that
are asserted or assessed  against one party to the extent such amounts relate to
amounts  that are paid to or  collected  by one party from the other  under this
section.  If any taxing  authority  refunds  any tax to a party  which the other
party  originally  paid,  or a party  otherwise  becomes  aware that any tax was
incorrectly and/or  erroneously  collected from the other party, then that party
shall  promptly  remit to the other  party an amount  equal to such  refund,  or
incorrect collection as the case may be plus any interest thereon.

                  5.5.3 If taxes are  required  to be  withheld  on any  amounts
otherwise  to be paid by one party to the other,  the paying  party will  deduct
such taxes from the amount otherwise owed and pay them to the appropriate taxing
authority.  At a party's  written  request and  expense,  the  parties  will use
reasonable  efforts to  cooperate  with and assist each other in  obtaining  tax
certificates  or  other  appropriate   documentation  evidencing  such  payment,
provided,  however,  that the responsibility for such documentation shall remain
with the payee party.

                  5.5.4 This Section 5.5 shall govern the treatment of all taxes
arising as a result of or in connection with this Amendment  notwithstanding any
other section of this Amendment.

6. TERM AND TERMINATION

         6.1  Term.  The  Term of this  Amendment  shall be [*],  provided  that
Microsoft  reserves the right to change the Fees and Royalty  rates set forth in
Section 5 herein upon written notice to Licensee,  but no more  frequently  than
[*] per [*] period.

         6.2 Termination for Breach.  In the event either party shall materially
fail to perform or comply with this Amendment or any provision thereof, and fail
to remedy the default  within  fifteen  (15) days after the receipt of notice to
that effect,  then the other party shall have the right,  at its sole option and
upon written  notice to the defaulting  party,  to terminate this Amendment upon
written  notice;  provided  that if  Licensee  is the party that has  materially
failed to perform or comply with this  Amendment,  then Microsoft shall have the
right,  but not the obligation,  to suspend  availability of the Online Features
during  such  fifteen-day  period.  Any  notice of  default  hereunder  shall be
prominently labeled "NOTICE OF DEFAULT";  provided, however, that if the default
is of Sections 3.1.3 or 4.2 above, then the  non-defaulting  party may terminate
this  Amendment  immediately  upon written  notice,  without being  obligated to
provide a fifteen (15) day cure period. The rights and remedies provided in this
Section  shall not be  exclusive  and are in  addition  to any other  rights and
remedies  provided by law or this  Amendment  or PLA. If the uncured  default is
related to a particular Software Title or particular Online Features or Licensee
Game  Server,  then  the  party  not in  default  will  have the  right,  in its
discretion,  to terminate this Amendment  and/or the PLA in its entirety or with
respect to the applicable  Software Title or the particular  Online  Features or
Licensee Game Server.

         6.3 Effect of  Termination.  Upon  termination or expiration of the PLA
and/or  this  Amendment,  Licensee  shall  continue to support  existing  Online
Features until the earlier of (1) the end of the Finished  Product Unit sell-off
period as set forth in the PLA, or (2) the end of the Minimum  Commitment  term.
Additionally,  Licensee shall continue to support any event-based Premium Online
Features which  commenced  prior to  termination  or  expiration.  To the extent
Licensee  has  support  obligations  pursuant  to  this  Section  6.3  following
termination or expiration,  all of Licensee's  obligations  under this Amendment
shall  continue to apply.  If this  Amendment is  terminated  due to  Licensee's
breach,  then  Microsoft  shall  have the  right to  immediately  terminate  the
availability  of the Online  Features and require that the operation of Licensee
Game  Servers  immediately  cease,  and all  Microsoft  software or materials be
immediately returned to Microsoft.

         6.4  Survival.  The  following  Sections  shall  survive  expiration or
termination of this Amendment:  1, 3.1.2, 3.1.3, 3.2.1, 4.3, 5, 6.3, 6.4, and 7.
Other sections shall survive in accordance with their terms.

* Confidential portion omitted and filed separately with the Commission.

                                       8
<PAGE>

                                                                    CONFIDENTIAL

7.  WARRANTIES.  In addition to the  warranties  set forth in the PLA,  Licensee
additionally warrants and represents that:

         7.1 Any and all information,  data, logos,  software or other materials
provided to  Microsoft  and/or made  available to End Users via Xbox Live do not
and will not  infringe  upon or  misappropriate  any third party trade  secrets,
copyrights, trademarks, patents, publicity, privacy or other proprietary rights;

         7.2 The Online Features do not and will not contain any messages, data,
images or programs which are, by law, defamatory, obscene or pornographic, or in
any way violate any applicable laws of the Online Territory; and

         7.3  Licensee  shall at all  times  during  the term of the PLA meet or
exceed the Technical Certification Requirements, Service Level Requirements, and
Customer Service Requirements set forth in the Xbox Guide.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the Effective Date on the dates indicated below.

MICROSOFT LICENSING, INC.                 THE 3DO COMPANY

/s/ Roxanne V. Spring                     /s/ James Alan Cook
---------------------------------         ----------------------------------
By (sign)                                 By (sign)

Roxanne V. Spring                         James Alan Cook
---------------------------------         ----------------------------------
Name (Print)                              Name (Print)

GPM                                       Exec. Vice President
---------------------------------         ----------------------------------
Title                                     Title

06-Feb-2003                               January 29, 2003
---------------------------------         ----------------------------------
Date                                      Date

* Confidential portion omitted and filed separately with the Commission.

                                       9