CONFIDENTIAL LICENSE AGREEMENT
                              FOR GAME BOY ADVANCE
                              (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 CONSPIRACY ENTERTAINMENT CORPORATION ("LICENSEE") at 604
Santa  Monica  Boulevard  Santa  Monica,  CA  90401  Attn:  Sirus  Ahmadi  (Fax:
1-310-260-6170). NOA and LICENSEE agree as follows:

1.     RECITALS

       1.1    NOA markets and sells  advanced  design,  high-quality  video game
systems, including the GAME BOY(R) ADVANCE system.

       1.2    LICENSEE desires a license to use highly  proprietary  programming
specifications,  development tools,  trademarks and other valuable  intellectual
property rights of NOA and its parent company,  Nintendo Co., Ltd. (collectively
"Nintendo"),  to develop,  have manufactured,  advertise,  market and sell video
game software for play on the GAME BOY ADVANCE 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 design  specifications  for the Game Cartridge
label and Printed Materials in the format specified by NOA in the Guidelines.

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

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

       2.4    "Finished Product(s)" means the fully assembled and shrink-wrapped
Licensed  Products,  each including a Game  Cartridge,  Game Cartridge label and
Printed Materials.

       2.5   "Game   Cartridges(s)"   means   custom   cartridges   specifically
manufactured  under the terms of this Agreement for play on the GAME BOY ADVANCE
system, incorporating semiconductor components in which a Game has been stored.

       2.6    "Game(s)" means interactive video game programs  (including source
and object/binary code) developed for play on the GAME BOY ADVANCE system.

       2.7    "Guidelines"  means the current  version or any future revision of
the "Game Boy Packaging Guidelines",  "Nintendo Trademark Guidelines", "Game Boy
Advance Development Manual" and related guidelines.

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

       2.9    "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 video games for play on the GAME BOY ADVANCE  system  including
"Nintendo(R)", "GAME BOY(R)



NINTENDO GAME BOY ADVANCE LICENSE AGREEMENT (WESTERN HEMISPHERE)        PAGE 1

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ADVANCE," "AGB" and the "Official Nintendo Seal of Quality(R)", (b) select trade
dress  associated  with the GAME BOY ADVANCE system and licensed video games for
play thereon,  (c) Proprietary  Rights in the Security  Technology  incorporated
into the  Game  Cartridges,  (d)  rights  in the  Development  Tools  for use in
developing the Games,  (e) patents or design  registrations  associated with the
Game  Cartridges,  (f) copyrights in the Guidelines,  and (g) other  Proprietary
Rights of Nintendo in Confidential Information.

       2.10   "Licensed  Products" means (a) Finished Products,  or (b) Stripped
Products when fully assembled and shrink-wrapped with the Printed Materials.

       2.11   "Marketing Materials" means marketing,  advertising or promotional
materials  developed by or for LICENSEE (or subject to  LICENSEE's  approval) to
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 and print media or materials.

       2.12   "NDA"  means  the  non-disclosure   agreement  providing  for  the
protection of  Confidential  Information  related to the GAME BOY ADVANCE system
previously entered into between NOA and LICENSEE.

       2.13   "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.

       2.14   "Price  Schedule" means the current version or any future revision
of NOA's  schedule  of  purchase  prices and minimum  order  quantities  for the
Licensed Products.

       2.15   "Printed  Materials"  means  the box,  user  instruction  booklet,
poster,  warranty card and LICENSEE inserts incorporating the Artwork,  together
with a precautions booklet as specified by NOA.

       2.16   "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, 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.

       2.17   "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.

       2.18   "Security  Technology"  means,  without  limitation,  any security
signature,  bios,  data  scrambling,   password,  hardware  security  apparatus,
watermark,  hologram,  copyright  management  information  system or any feature
which  facilitates  or limits  compatibility  with other  hardware  or  software
outside of the Territory or on a different video game system.

       2.19   "Stripped   Product(s)"   means  the  Game  Cartridges  with  Game
Cartridge  labels affixed.

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

       2.21   "Territory" means all countries within the Western  Hemisphere and
their respective territories and possessions.


NINTENDO GAME BOY ADVANCE LICENSE AGREEMENT (WESTERN HEMISPHERE)        PAGE 2

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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  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 GAME BOY ADVANCE system. LICENSEE recognizes that the Games, Game
Cartridges  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,

              (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 GAME BOY  ADVANCE  system or the  Development
Tools,

              (e)    embed, incorporate,  or store a Game in any media or format
except the cartridge  format utilized by the GAME BOY ADVANCE 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 circumvent 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 the Reverse  Engineering  of
all or any  part of the GAME BOY  ADVANCE  system,  including  the  hardware  or
software (whether embedded or otherwise), or the Security Technology.


NINTENDO GAME BOY ADVANCE LICENSE AGREEMENT (WESTERN HEMISPHERE)        PAGE 3

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       3.4    Development  Tools.  Nintendo may lease,  loan or sell Development
Tools to LICENSEE to assist in the  development  of Games under this  Agreement.
Ownership  and use of any  Development  Tools  provided  to LICENSEE by Nintendo
shall be  subject  to the terms of 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  derivative  works 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.

4.     SUBMISSION OF GAME AND ARTWORK FOR APPROVAL

       4.1    Development and Sale of the Games.  LICENSEE may develop Games and
have manufactured,  advertise, market and sell Licensed Products for play on the
GAME BOY ADVANCE system only in accordance with this Agreement.

       4.2    Third  Party   Developers.   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,  unless  and  until  such  Independent
Contractor  has been approved by NOA and has executed a written  confidentiality
agreement with NOA relating to the GAME BOY ADVANCE system.

       4.3    Delivery of Completed Game.  Upon  completion of a Game,  LICENSEE
shall  deliver  a  prototype  of the  Game to NOA in a format  specified  in the
Guidelines,  together with 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.  NOA shall
promptly evaluate the Game with regard to (a) its technical  compatibility  with
and error-free  operation on the GAME BOY ADVANCE system, and (b) its compliance
with the game content  guidelines of the  Entertainment  Software  Ratings Board
("ESRB"). LICENSEE shall provide NOA with a certificate of a rating for the Game
from the ESRB other than "AO" or "ADULTS ONLY".

       4.4    Approval of Completed Game. NOA shall,  within a reasonable period
of time after receipt,  approve or disapprove  each submitted Game. If a Game 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 a revised Game to NOA for
approval. NOA shall not unreasonably withhold or delay its approval of any Game.
The  approval  of a  Game  by  NOA  shall  not  relieve  LICENSEE  of  its  sole
responsibility for the development,  quality and operation of the Game or in any
way create any warranty for a Game or a Licensed Product by NOA.

       4.5    Submission of Artwork. Upon submission of a completed Game to NOA,
LICENSEE  shall prepare and submit to NOA the 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.



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       4.6    Artwork for  Stripped  Product.  If LICENSEE  submits an order for
Stripped  Product,  all Artwork  shall be  submitted  to NOA in advance of NOA's
acceptance of the order and no production of Printed Materials shall occur until
such Artwork has been approved by NOA under Section 4.5 herein.

5.     ORDER PROCESS, PURCHASE PRICE, PAYMENT AND DELIVERY

       5.1    Submission of Orders by LICENSEE.  LICENSEE may at any time submit
written  purchase  orders to NOA for any approved  Licensed  Product title.  The
purchase  order shall  specify  whether it is for  Finished  Product or Stripped
Product.  The terms and  conditions  of this  Agreement  shall  control over any
contrary terms of such purchase order or any other written  documents  submitted
by LICENSEE. All orders are 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  shall be set forth in
NOA's then  current  Price  Schedule.  The purchase  price  includes the cost of
manufacturing  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 to NOA either (a) by placement of an irrevocable  letter
of credit in favor of NOA 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 NOA's  designated  account.  All associated  banking charges
shall be for LICENSEE's account.

       5.4    Shipment and Delivery.  The Licensed  Products  shall be delivered
F.O.B.  Japan or such other  delivery  point  specified by NOA, with shipment at
LICENSEE's  direction  and  expense.  Orders may be  delivered by NOA in partial
shipments,  each  directed to not more than two (2)  destinations  designated by
LICENSEE  within the  Territory.  Title to the Licensed  Products  shall vest in
accordance with the terms of the applicable  letter of credit or, in the absence
thereof, at the point of delivery.

6.     MANUFACTURE OF THE LICENSED PRODUCT

       6.1    Manufacturinq.  Nintendo Co., Ltd.  shall be the exclusive  source
for the manufacture of the Game Cartridges,  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.

       6.2    Manufacture of the Licensed Products.  Upon acceptance by NOA of a
purchase  order for an approved  Licensed  Product title and payment as provided
for under  Section 5.3 herein,  NOA  (through  Nintendo  Co.,  Ltd.,  and/or its
subcontractors),  will  arrange  for the  manufacture  of  Finished  Product  or
Stripped Product, as specified in LICENSEE's purchase order.

       6.3    Security  Features.  The final release  version of the Game,  Game
Cartridges  and Printed  Materials  shall  include such  Security  Technology as
Nintendo, in its sole discretion, may deem necessary or appropriate.

       6.4    Production of Stripped  Product  Printed  Materials.  For Stripped
Product,  LICENSEE  shall  arrange  and pay for the  production  of the  Printed
Materials  using the  Artwork.  Upon  receipt of an order of  Stripped  Product,
LICENSEE  shall  assemble the Game  Cartridges  and Printed  Materials  into the
Licensed  Products.  Licensed  Products may be sold or otherwise  distributed by
LICENSEE only in fully assembled and shrink-wrapped condition.

       6.5    Prior Approval of LICENSEE's Independent Contractor.  Prior to the
placement of a purchase order for Stripped Product,  LICENSEE shall obtain NOA's
approval of any Independent  Contractors  selected to perform the production and



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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 the  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  an
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  Product until
NOA's  concerns have been  resolved to its  satisfaction  or until  LICENSEE has
selected and received NOA's approval of another Independent Contractor.

       6.6    NOA Inserts for Stripped Product.  NOA, at its option, may provide
LICENSEE  with NOA produced  promotional  materials  (as provided for at Section
7.7(a) herein), which LICENSEE agrees to include in the assembly of the Licensed
Products.

       6.7    Sample Printed Materials and Stripped Product. Within a reasonable
period of time after  LICENSEE's  assembly of the  initial  order for a Stripped
Product  title,  LICENSEE shall provide NOA with (a) one (1) sample of the fully
assembled,  shrink-wrapped  Licensed  Product,  and (b) fifty  (50)  samples  of
LICENSEE produced Printed Materials for such Licensed Product.

       6.8    Retention of Sample Licensed  Products by Nintendo.  Nintendo may,
at its own expense,  manufacture reasonable quantities of the Game Cartridges or
the  Licensed  Products  to be used for  archival  purposes,  legal  proceedings
against  infringers  of the  Intellectual  Property  Rights or for other  lawful
purposes.

7.     MARKETING AND ADVERTISING

       7.1    Approval of Marketing Materials.  LICENSEE represents and warrants
that the  Marketing  Materials  shall (a) be of high quality and comply with the
Guidelines,  (b)  comply  with all  voluntary  ESRB  advertising,  marketing  or
merchandising   guidelines,   and  (c)  comply  with  all  applicable  laws  and
regulations in those  jurisdictions  in the Territory where they will be used or
distributed.  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  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
Product  or  Stripped  Product  that has been  bundled  with (a) any  peripheral
designed for use with the GAME BOY ADVANCE system which has not been licensed or
approved  in writing by NOA,  or (b) any other  product or service  where  NOA's
sponsorship,  association,  approval or  endorsement  might be  suggested by the
bundling of 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.

       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  responsibilities  under this  Agreement,  (b)
necessary  warehouse,  distribution,  marketing,  sales,  collection  and credit
operations  to  facilitate  proper  handling of the Licensed  Products,  and (c)
customer service and game counseling, including telephone service, to adequately
support the Licensed Products.


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       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 Product 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  Nintendo
products,  services or programs,  and (c) exercise 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 GAME BOY ADVANCE system.

       7.8    Nintendo Gateway System.  To promote and increase demand for games
on Nintendo  video game systems,  NOA licenses a system (the  "Nintendo  Gateway
System") 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 systems.  If NOA  identifies a Game for
possible  license on the Nintendo  Gateway System,  the parties agree to conduct
good  faith  negotiations  toward  including  the Game in the  Nintendo  Gateway
System.

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 GAME BOY ADVANCE 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,  and/or  trade  secrets,  (b) any patents or patent
applications,  (c) any business, 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 NOA is given Notice
thereof 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



NINTENDO GAME BOY ADVANCE LICENSE AGREEMENT (WESTERN HEMISPHERE)        PAGE 7

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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    No  Disclosure  to  Independent  Contractors.  LICENSEE  shall not
disclose the Confidential  Information to any Independent Contractor without the
prior  written  consent of NOA. Any  Independent  Contractor  seeking  access to
Confidential   Information   shall  be   required   to  enter   into  a  written
non-disclosure agreement with NOA prior to receiving any access to or disclosure
of the Confidential Information 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 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 terms 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 other  intellectual  property  rights used on or in
association  with  the  development,  advertising,  marketing  and  sale  of the
Licensed Products and the Marketing Materials, or (ii) the holder of such rights
to the trademarks,  copyrights and other intellectual property rights which have
been  licensed  from  a  third  party  as are  necessary  for  the  development,
advertising,  marketing  and sale of the  Licensed  Products  and the  Marketing
Materials under this Agreement.


NINTENDO GAME BOY ADVANCE LICENSE AGREEMENT (WESTERN HEMISPHERE)        PAGE 8

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       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  BY NOA.  NOA  MAKES NO
REPRESENTATION OR WARRANTY  CONCERNING THE SCOPE OR VALIDITY OF THE INTELLECTUAL
PROPERTY RIGHTS. NOA DOES NOT WARRANT 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 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 BY NOA. NOA  DISCLAIMS ANY AND ALL  WARRANTIES
WITH  RESPECT TO THE  LICENSED  PRODUCTS,  INCLUDING,  WITHOUT  LIMITATION,  THE
SECURITY TECHNOLOGY.  LICENSEE PURCHASES AND ACCEPTS ALL LICENSED PRODUCTS ON AN
"AS IS" AND "WHERE IS" BASIS.  NOA 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.

       9.5    LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT  PERMITTED BY LAW,
NEITHER NOA NOR NINTENDO CO., LTD. (OR THEIR RESPECTIVE AFFILIATES, LICENSORS OR
SUPPLIERS)  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 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 the
Licensed Products 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 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 the
Licensed Products or the Marketing Materials.


NINTENDO GAME BOY ADVANCE LICENSE AGREEMENT (WESTERN HEMISPHERE)        PAGE 9

<PAGE>


NOA and LICENSEE shall give prompt Notice to the other of any indemnified  claim
under this Section  10.1.  With respect to any third party claim subject to this
indemnity  clause,  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 such claim 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 that it may not be canceled without thirty (30) days'
prior  written  Notice to NOA. A Certificate  of Insurance  shall be provided to
NOA's  Licensing  Department  not later  than the date of the  initial  order of
Licensed  Products  under this  Agreement.  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.

11. PROTECTION OF PROPRIETARY RIGHTS

       11.1   Joint Actions  Against  Infringers.  LICENSEE and NOA may agree to
jointly pursue cases of infringement  involving 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  incurred in bringing such action,  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 in the Licensed Products. LICENSEE
shall make reasonable 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 in the Licensed Products.  NOA shall make
reasonable  efforts to inform LICENSEE of such actions 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 art
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 of
this Agreement by operatiorrof  law,  LICENSEE shall, not later than thirty (30)
days  thereafter,  give Notice and seek consent  thereto  from NOA.  Such Notice


NINTENDO GAME BOY ADVANCE LICENSE AGREEMENT (WESTERN HEMISPHERE)        PAGE 10

<PAGE>


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 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)  such an
assignment  by operation of law, or (ii) receipt of Notice  therefor,  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 NOA'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 Notice thereof,  then this Agreement shall automatically  terminate on the
date specified in such Notice.

       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
proof  of such  destruction  (certified  by an  officer  of  LICENSEE)  shall be
provided 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 date of
such  termination  shall be destroyed by LICENSEE within ten (10) days and proof
of such  destruction  (certified by an officer of LICENSEE) shall be provided 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 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 Licensed  Products  authorized  under  Section 13.4
herein.  LICENSEE shall,  within thirty (30) days thereafter,  return 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 relate to or disclose any Confidential Information, without making
copies or otherwise  retaining any such  information.  Proof of any  destruction
shall be certified by an officer of LICENSEE and promptly provided to NOA.


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<PAGE>


       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 and/or either party.

       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  related to the  development  and sale of the Licensed  Products and the
Marketing  Materials.  Upon  reasonable  Notice  to  LICENSEE,  NOA may,  at its
expense,  audit LICENSEE's  records,  reports and other  information  related to
LICENSEE's compliance with this Agreement.

       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 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 action (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.


NINTENDO GAME BOY ADVANCE LICENSE AGREEMENT (WESTERN HEMISPHERE)        PAGE 12

<PAGE>


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

NOA:                                        LICENSEE:


NINTENDO OF AMERICA INC.                    CONSPIRACY ENTERTAINMENT CORPORATION
By: /s/ John Bauer                          By: /s/ Sirus Ahmadi
  --------------------------------            ----------------------------------
  Title: Executive VP Administration          Title: President and CEO
   Date: November 9, 2001                      Date: October 23, 2001














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