EXHIBIT 10.34


                                                                     CONDIENTIAL

Confidential  information  omitted where indicated by "[*]" and filed separately
with the Securities  Exchange  Commission pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

                         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 NE,  Redmond,  WA 98052,  Attn:
General  Counsel (Fax:  425-882-3585)  and The 3DO Company  ("LICENSEE")  at 100
Cardinal  Way,  Redwood  City,  CA 94063,  Attn:  General  Counsel  (Fax:  (650)
385-3183). 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.

<PAGE>

                                                                     CONDIENTIAL

     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) 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


                                       3
<PAGE>

                                                                     CONDIENTIAL

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.

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,


                                       4
<PAGE>

                                                                     CONDIENTIAL

            (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.

     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 (except to a NOA-approved  Independent  Contractor
who is  performing  development  services for  LICENSEE),  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


                                       5
<PAGE>

                                                                     CONDIENTIAL

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.

     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 Manufacturing. 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
<PAGE>

                                                                     CONDIENTIAL

     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
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 but
not for resale.

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


                                       7
<PAGE>

                                                                     CONDIENTIAL

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.

     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


                                       8
<PAGE>

                                                                     CONDIENTIAL

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  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,

                                       9


<PAGE>

                                                                     CONDIENTIAL

            (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.

     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,


                                       10
<PAGE>

                                                                     CONDIENTIAL

            (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.

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 of the Licensed Products, as such
Licensed Products will contain  Proprietary Rights owned by each of them. Unless
the parties  otherwise  agree,  or unless the  recovery is  expressly  allocated
between them by the court, in the event of such an action, any recovery shall be
used  first  to  reimburse  LICENSEE  and NOA for  their  respective  reasonable
attorneys'  fees and costs  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.


                                       11
<PAGE>

                                                                     CONDIENTIAL

12.  ASSIGNMENT

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

     12.2  Assignment by Operation of Law. In the event of an assignment of this
Agreement by operation of law,  LICENSEE shall,  not later than thirty (30) days
thereafter,  give Notice and seek consent  thereto  from NOA.  Such Notice shall
disclose the name of the assignee,  the effective date and the nature and extent
of the  assignment.  An  assignment  by  operation of law  includes,  but is not
limited to (a) a merger of LICENSEE into another  business entity or a merger of
another business entity into LICENSEE,  (b) the sale,  assignment or transfer of
all or  substantially  all of the assets of LICENSEE to a third  party,  (c) the
sale, assignment or transfer to a third party of any of 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.


                                       12
<PAGE>

                                                                     CONDIENTIAL

     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.

     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.


                                       13
<PAGE>

                                                                     CONDIENTIAL

     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.

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

NINTENDO:                                          LICENSEE:

NINTENDO OF AMERICA INC.                           THE 3DO COMPANY


By:      /s/ John H. Bauer                         By:      /s/ James Alan Cook
   -----------------------------------------          -------------------------


Its: Executive Vice President, Administration      Its:     Exec. Vice President
     ----------------------------------------           ------------------------


Date:    May 30, 2001                               Date:    May 25, 2001
      ---------------------------------------            ---------------------




                                       14