8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 8-K/A

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):  October 29, 2004
                                                 -------------------------------


                              Majesco Holdings Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)


        333-70663                                       06-1529524
- --------------------------------------------------------------------------------
(Commission File Number)                     (IRS Employer Identification No.)


160 Raritan Center Parkway, Edison, New Jersey                          08837
- --------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                          (Zip Code)

                                 (732) 225-8910
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              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))








ITEM 8.01 - OTHER EVENTS

         This Amendment to our Current Report on Form 8-K is being filed for the
purpose of filing the agreements set forth as exhibits under Item 9.01 below.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) The following exhibits are furnished with this report:

Exhibit No.       Description

10.1              License Agreement, dated June 30, 2000, by and between
                  Activision Publishing, Inc. and Majesco Sales Inc.

10.2              License Agreement for Game Boy Advance, dated May 10, 2001, by
                  and between Nintendo of America Inc. and Majesco Sales Inc.
































                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                              Majesco Holdings Inc.
                                              (Registrant)



Date: October 29, 2004                        By: /s/ Carl J. Yankowski
                                                  -------------------------
                                                  Carl J. Yankowski
                                                  Chief Executive Officer

EX-10.1

                                LICENSE AGREEMENT


         This License Agreement (this "Agreement") is entered into effective as
of the 30th day of June, 2000 (the "Effective Date") by and between Activision
Publishing, Inc., a Delaware corporation with offices at 3100 Ocean Park
Boulevard, Santa Monica, California 90405 ("Activision"), and Majesco Sales,
Inc. with offices at 244 Fernwood Avenue, Edison, New Jersey 08837 ("Licensee").


                                    RECITALS


         A. Activision is engaged in the business of developing, publishing,
licensing and distributing entertainment software products, and owns and holds
the rights to develop, manufacture, publish, and distribute an entertainment
software product known as Soldier of Fortune, the description of which is set
forth on Schedule A attached hereto (the "Activision Property").

         B. Licensee is engaged in the business of developing, producing,
manufacturing, distributing and selling video games and entertainment software
products.

         C. Licensee desires to convert the Activision Property to a format for
use with the Sony Play Station 2 console platform, and to develop, produce,
manufacture, advertise, promote and distribute such converted Activision
Property, on the terms and conditions set forth herein.

         NOW, THEREFORE, the parties do hereby agree as follows:

1.       GRANT OF RIGHTS:

         1.1      Activision grants to Licensee a limited, exclusive
                  non-transferable right and license to: (a) convert the
                  Activision Property to a format for use solely with the Sony
                  PlayStation 2 operating system (collectively, the "Converted
                  Platform") (such converted version of the Activision Property
                  for use with the Converted Platform being hereinafter referred
                  to collectively as the "Product"); and (b) develop, produce,
                  manufacture and have manufactured by a third party, advertise,
                  promote and distribute the Product (i) in the Territory (as
                  defined in Section 3.1), (ii) throughout the Term (as defined
                  in Section 4.1), (iii) only for use on the Converted Platform
                  set forth above, (iv) for sale solely in retail channels
                  (i.e., to retailers or end users via retail outlets, or to
                  subdistributors who will then sell the Product solely to
                  retailers or end users via retail outlets), and (v) only
                  pursuant to one or more end-user license agreements approved
                  in advance by Activision. Activision also grants to Licensee a
                  limited, non-exclusive, non-transferable right and license to
                  use Activision's trademarks and logo in accordance with the
                  terms and conditions of Section 9.1.

         1.2      Licensee shall not have the right to: (a) license or
                  sublicense the Activision Property or the Product, except for
                  sublicensing of the Product which is required in conjunction
                  with the retail distribution of the Product in those parts of



                  the Territory where sublicensing is appropriate; (b) enter
                  into an agreement for the bundling of the Product with an OEM
                  manufacturer; (c) disclose or reverse engineer the Activision
                  Property or any part thereof, or authorize or permit any of
                  its customers to do so; or (d) except as otherwise provided in
                  this Agreement in connection with the development of the
                  Product, copy or modify the distribute or sell any other
                  products or version of products based on the Activision
                  Property. Activision expressly reserves and retains any and
                  all rights that are expressly excluded from or not
                  specifically granted to Licensee pursuant to this Agreement.

         1.3      Activision (or as applicable, its licensor in connection with
                  the Activision Property) has and shall retain all rights,
                  title and ownership interest in and to the Activision
                  Property, any and all modifications, enhancements and, subject
                  to the provisions of Section 8.3, derivative works thereof and
                  all Intellectual Property Rights (as defined in Section 8.l)
                  embodied therein and related thereto. Licensee shall not by
                  any act, or omission to act impair or prejudice the
                  Intellectual Property Rights of Activision (or, as applicable,
                  its licensor) in the Activision Property or violate any moral
                  rights or deal with the Activision Property so that any third
                  party might obtain any lien or other right of whatever nature
                  incompatible with the Intellectual Property Rights of
                  Activision (or, as applicable, its licensor). Licensee agrees
                  to notify Activision of any known or suspected violation or
                  infringement of Activision's Intellectual Property Rights in
                  the Activision Property that comes to Licensee's attention and
                  to assist Activision at Activision's expense, in the
                  prosecution of any such infringement claims.

2.       DEVELOPMENT OF THE PRODUCT:

         2.1      Licensee agrees to create the product at its sole cost and
                  expense pursuant to the terms and conditions of this
                  Agreement. Subject to Activision's approval rights set forth
                  in Section 2 hereof, Licensee shall assume full responsibility
                  for the creation and development of the Product. Activision
                  agrees to cooperate with and assist Licensee in the
                  development of the Product by providing Licensee, to the
                  extent necessary, with audio and visual assets and computer
                  code for the Activision Property solely to assist Licensee in
                  developing the Product.

         2.2      Licensee agrees that it shall treat all information received
                  hereunder as confidential in accordance with Section 12 of
                  this Agreement. Licensee represents that it has caused or will
                  cause each of its employees having access to Activision's
                  information and materials hereunder to execute a
                  non-disclosure/con-fidentiality agreement sufficient to
                  protect Activision's confidential information. Licensee also
                  shall require all independent contractors having access to any
                  Activision information and materials in connection herewith to
                  become subject to and be bound by the confidentiality
                  provisions of this Agreement and to execute a confidentiality
                  agreement, the form of which is set forth on Schedule E
                  attached hereto. In. the event that any employee or
                  independent contractor of Licensee breaches its
                  confidentiality obligations with respect to Activision's
                  information and materials hereunder, Licensee will not be
                  deemed to be in breach of its obligations under this
                  Agreement, provided that Licensee timely proceeds to


                                       2


                  enforce such confidentiality obligations against the employee
                  or independent contractor. Licensee agrees that in the event
                  any employee or contractor of License having access to any
                  Activision information and materials in connection herewith
                  breaches confidentiality obligations undertaken by Licensee
                  pursuant to this Agreement, and Licensee does not timely
                  commence an action to prevent the unauthorized dissemination
                  of confidential information, Activision shall have the right
                  to proceed on behalf of Licensee against the party engaged in
                  such unauthorized disclosure of information, including,
                  without limitation, the right to seek injunctive and other
                  equitable relief. In connection therewith, Licensee agrees to
                  assign to Activision its legal right to proceed against the
                  party engaged in such unauthorized disclosure of information,
                  and will execute any documents reasonably required by
                  Activision to evidence such assignment.

         2.3      Licensee agrees to develop the Product in conformance with
                  commonly accepted standards for high-quality computer and
                  video game software. Licensee and Activision acknowledge and
                  agree that the conversion of the Activision Property may
                  require certain modifications to the gameplay of the
                  Activision Property to accommodate the features arid
                  limitations of the Converted Platform, which modifications
                  shall be subject to the prior written approval of Activision,
                  which shall not be unreasonably withheld. Licensee will
                  perform all development and other services required hereunder
                  at its offices. Licensee's development team assigned to the
                  development of the Product will consist of fully-qualified
                  employees of Licensee, who will devote such time to the
                  development of the Product as is necessary to complete such
                  Product on time and in a manner which conforms to the
                  standards required by this Agreement. In the event Licensee
                  wishes to utilize the services of a third party developer
                  ("Outside Developer") in connection with the development of
                  the Product, then the following shall apply: (a) such Outside
                  Developer shall be subject to the prior written approval of
                  Activision, which shall not be unreasonably withheld; (b)
                  Licensee's engagement of such Outside Developer shall be
                  subject to all terms and conditions of this Agreement and (c)
                  Licensee shall remain primarily liable to Activision at all
                  times for Outside Developer's conduct and for the completion
                  of the development of the Product.

         2.4      Licensee agrees to use its commercially reasonable efforts to
                  complete the Product promptly following the execution of this
                  Agreement, but will complete the Product by no later than
                  fifteen (15) months following the Effective Date in any event,
                  provided that this fifteen (15) month deadline shall be
                  subject to the timely fulfillment by Activision of its
                  obligations relating to cooperation, assistance and approvals
                  as specifically set forth in this Agreement. For the purpose
                  of facilitating Activision's approval of the Product as set
                  forth in Section 2.5 below, Licensee shall submit process
                  reports as may be reasonably requested by Activision during
                  the development and production of the Product, and shall
                  submit for Activision's review and approval current "builds"
                  (as such term is commonly understood in the entertainment
                  software industry) of the Product as set forth in Section 7.
                  Licensee shall incorporate any changes requested by Activision
                  after review of such "builds" into the Product, provided
                  however that


                                       3


                  Activision shall not request changes which are inconsistent
                  with the design document which is approved by Activision
                  pursuant to Section 2.5. All progress reports, "builds" and
                  other material and information submitted to Activision by
                  Licensee under this Section 2.4 shall constitute confidential
                  information of Licensee subject to the provisions of Section
                  12.

         2.5      Licensee agrees that the Product shall be of the standard
                  customary to high-quality products in the entertainment
                  software industry and of such style, appearance and quality as
                  shall, in the judgment of Activision, be adequate and suited
                  to its exploitation to the best advantage and to the
                  protection and enhancement of the Activision Property and the
                  goodwill pertaining thereto; that the Product shall be
                  manufactured, packaged, sold, distributed, advertised and
                  serviced in accordance with all applicable laws; that the
                  policy of sale, distribution, and/or exploitation by Licensee
                  shall be of the equivalent standard customary to high-quality
                  products in the entertainment industry; and that the same
                  shall in no manner reflect adversely upon the Activision
                  Property or Activision. Licensee further agrees that all
                  rights granted herein shall be exploited or exercised so as
                  not to interfere with, detract from, or alter in any respect
                  the concepts used by Activision or known to the public in
                  connection with the Activision Property, and that Licensee
                  shall use its best efforts to preserve such concepts therein.
                  Accordingly, Licensee agrees to submit the Product, all
                  associated packaging and documentation, and all marketing
                  materials to be utilized in connection with the advertising,
                  marketing and promotion of the Product to Activision for
                  Activision's prior approval or disapproval. Licensee shall
                  submit "builds" of the Product for Activision's approva1 at:
                  (a) the initial concept and design document stage (it being
                  understood that at such stage, Activision shall have the right
                  to approve such concept and the final design document); (b)
                  upon implementation of the art constituting the main gameplay
                  elements of the Product; (c) Licensee's alpha and beta
                  development stages; and (d) at its final pre-gold master stage
                  (as such terms &c commonly understood in the entertainment
                  software industry). Any version of the Product created by
                  Licensee shall not be distributed or otherwise utilized by
                  Licensee without first obtaining the written approval of
                  Activision (and, as necessary, the third parties set forth in
                  Section 2.6 as to the final form, content and quality of the
                  Product and all associated packaging and documentation
                  therefor as well as the title to be used by Licensee in
                  connection with the distribution of the Product. Activision
                  shall use reasonable efforts to approve materials submitted by
                  Licensee within ten (10) business days alter receipt, which
                  approval shall not be unreasonably withheld. Licensee agrees
                  to make such changes as will be reasonably required to correct
                  any deficiencies noted by Activision promptly upon receipt of
                  such notice. This procedure will be repeated with each
                  submission until Activision determines that its request for
                  changes has been met.

         2.6      Activision and Licensee acknowledge and agree that the
                  Product, including any packaging and marketing materials
                  created by Licensee to be used in connection with the Product,
                  shall also be subject to the approval of Sony Electronic
                  Publishing Co. and/or any of its affiliates, parent companies,
                  or subsidiaries


                                       4


                  (collectively "Sony") and NNP, Inc. and/or its affiliates,
                  parent companies, licensors or subsidiaries ("NNP"),
                  Activision's licensor of the "Soldier of Fortune" property on
                  which the Activision Property is based, and Licensee agrees to
                  make and/or implement any and all changes to the Product that
                  may be required by Sony and NNP. Licensee further agrees that
                  all materials relating to the Product requiring NNP's approval
                  will be processed solely through Activision for submission to
                  NNP, rather than directly from Licensee to NNP.

         2.7      The packaging and the written documentation for the Product
                  shall contain a notice indicating that the Product is produced
                  by Licensee under license from Activision and shall contain
                  proper legal notices approved by Activision indicating
                  Activision's ownership of the Intellectual Property Rights in
                  and to the Product

         2.8      Promptly upon Licensee's receipt of its initial shipment of
                  the Product, Licensee shall provide to Activision twenty-five
                  (25) units of the Product for its internal use.

3.       TERRITORY:

         3.1      Licensee shall be entitled to exercise the rights granted
                  hereunder only in the territory described in Schedule B
                  attached hereto (the "Territory").

4.       TERM:

         4.1      The rights granted hereunder shall be effective as of the
                  Effective Date and shall expire as of the date specified in
                  Schedule C attached hereto, unless sooner terminated in
                  accordance with the terms and conditions hereof (the "Term")

5.       ROYALTIES:

         5.1      In consideration of the rights granted to Licensee pursuant to
                  this Agreement, Licensee shall pay to Activision the Advance
                  (as defined below) and Royalties (as defined below) as set
                  forth in this Section 5. Activision shall be solely
                  responsible for any payments that may become due and payable
                  to any of Activision's licensors of the Activision Property
                  (if any) in connection with Licensee's exploitation of its
                  rights granted in this Agreement

         5.2      Licensee shall pay to Activision a non-refundable advance (the
                  "Advance") in the amount set forth on Schedule D attached
                  hereto immediately upon execution of this Agreement by both
                  parties, which Advance shall be fully recoupable from the
                  Royalties payable to Activision pursuant to Section 5.3 below.

         5.3      Licensee shall pay Activision the respective per unit royalty
                  amounts for each unit of the Product sold or licensed by
                  Licensee hereunder ("Royalty" or "Royalties") according to
                  Schedule D attached hereto. A unit of the Product shall be
                  considered "sold" or "licensed" when the payment for such unit
                  of the Product is paid or credited to Licensee's account,
                  whichever occurs first.

                                       5


         5.4      Payments of the Advance and all Royalties for all units of the
                  Product distributed by Licensee shall be made in United States
                  Dollars solely by wire transfer to a bank account designated
                  by Activision. Payment of the Advance and all Royalties to
                  Activision shall be made without deduction, reduction or
                  set-off of any kind whatsoever, except solely that Licensee
                  shall be entitled to deduct any unrecouped portion of the
                  Advance from Royalties which may be due at the time such
                  Royalties are otherwise due and payable to Activision.

         5.5      Within thirty (30) days after the end of each calendar quarter
                  during the Term of this Agreement, commencing with the
                  calendar quarter during which the first unit of the Product is
                  shipped by Licensee, Licensee shall furnish Activision with an
                  accounting statement of the Royalties earned and an account of
                  the manufacture and sale of the Product hereunder, together
                  with payment for any amount shown thereby to be due to
                  Activision. The Royalty statement shall be based upon
                  distribution of units of the Product during the calendar
                  quarter then ended, and shall be sufficient to discern how the
                  Royalties, if any, due to Activision were computed.

         5.6      For the avoidance of doubt the parties acknowledge and agree
                  that Licensee shall not be entitled to withhold any portion of
                  the Royalties as a reserve.

         5.7      All payments of the Royalties to Activision will be made
                  without deduction or withholding for any foreign, national,
                  state or local sales, use, value added, withholding or other
                  taxes, custom duties, or similar tariffs and fees. Should any
                  tax or levy be made in connection therewith, Licensee agrees
                  to pay such tax or levy and indemnify Activision for any claim
                  for such tax or levy demanded.

         5.8      Activision will have the right at least twice annually during
                  the term of this Agreement to have independent auditors
                  examine Licensee's books, records and accounts for the purpose
                  of verifying payment to Activision hereunder. Each such
                  examination will be upon at least five (5) business days prior
                  written notice to Licensee and will not unreasonably interfere
                  with Licensee's business. If any examination discloses a
                  shortfall in any Royalty payment due Activision of more than
                  five percent (5%), Licensee will pay the fee of the auditors
                  for that examination, in addition to the payment of such
                  shortfall, and Activision will be entitled to perform an
                  additional examination within one (1) year from the date of
                  the examination that disclosed such shortfall. All information
                  (other than information pertaining to Royalties due to
                  Activision) learned by, or disclosed to, Activision or its
                  agent as a result of any such audit shall constitute
                  Licensee's confidential information, and any person who
                  conducts such audit will therefore, be required to execute a
                  non-disclosure agreement reasonably satisfactory to Licensee,
                  that prohibits the unauthorized use or disclosure to third
                  parties of Licensee's confidential information.

                                       6


6.       CUSTOMER SUPPORT AND MARKETING COMMITMENTS:

         6.1      Licensee shall commence marketing and public distribution of
                  the Product immediately following the final approval thereof
                  by Activision in accordance with the terms of this Agreement.

         6.2      Licensee shall use diligent, good faith efforts to market and
                  promote the distribution of the Product in the Territory.
                  Subject to Activision's approval rights in connection with
                  marketing materials set forth in Section 2.5, Licensee shall
                  consult with Activision regarding the marketing and promotion
                  of the Product. Licensee shall not distribute the Product as a
                  premium or giveaway or in connection with the sale or
                  promotion of any other products or services.

         6.3      Activision will provide Licensee with a reasonable amount of
                  artwork from the packaging and promotional materials utilized
                  by Activision in connection with the Activision Property for
                  Licensee's use in the creation of packaging and promotional
                  materials for the Product, subject to Activision's approval
                  rights of such materials as set forth in Section 2.5 of this
                  Agreement.

         6.4      Licensee will be responsible for determining the suggested
                  retail price at which the Product will be offered for sale to
                  the general public.

         6.5      Licensee shall provide technical support to all dealers and
                  customers in the Territory who obtain the Product, the
                  standard of such support to be commensurate with the generally
                  accepted highest level of support in the entertainment
                  software industry in the Territory, including without
                  limitation telephone and fax support to be provided by
                  Licensee via telephone numbers to which customers may call
                  during Licensee's normal business hours or fax in order to
                  have their technical questions about the Product answered.
                  ACTIVISION SHALL NOT BE RESPONSIBLE FOR, NOR SHALL ACTIVISION
                  PROVIDE, CUSTOMER SUPPORT OF ANY KIND IN CONNECTION WITH THE
                  PRODUCT. Activision shall refer any and all technical support
                  requests in connection with the Product to Licensee, and
                  Licensee shall reimburse Activision for any reasonable, actual
                  costs incurred by Activision in connection with any technical
                  support of the Product by Activision necessitated by
                  Licensee's failure to provide adequate customer support.

         6.6      Licensee shall bear the costs of submitting the Product to any
                  rating authorities of the Territory, along with any rating,
                  fees or administrative payments that become due.

7.       CONVERSION OF THE PRODUCT TO OTHER PLATFORMS:

         7.1      Notwithstanding anything to the contrary contained herein,
                  Activision shall have during and after the Term of this
                  Agreement the unlimited right to convert, or license to third
                  parties the right to convert, the Activision Property and any
                  gameplay elements of the Product for use on any and all
                  operating systems and platforms other than the Converted
                  Platform and to produce, develop,


                                       7


                  manufacture, advertise, promote and distribute such converted
                  product in any and all portions of the Territory without any
                  obligation to Licensee whatsoever; provided, however,
                  Activision will not be permitted to utilize any of information
                  in furtherance of or in connection with, such activities.

8.       INTELLECTUAL PROPERTY RIGHTS:

         8.1      For purposes of this Agreement, the term "Intellectual
                  Property Rights" means patent rights, inventions, know-how,
                  and registrations and applications, renewals and extensions
                  therefor, all works of authorship, copyrights and
                  copyrightable work product or elements (including, but not
                  limited to, all titles, computer code, themes, objects,
                  characters, character names, stories, dialog, catch phrases,
                  locations, concepts, artwork, animation, designs, sounds,
                  musical compositions, audio-visual effects and methods of
                  operation and play, moral rights and related documentation),
                  copyright registrations and applications, renewals and
                  extensions therefor, trademark registrations and applications,
                  renewals and extensions therefor, rights in trade dress and
                  packaging, goodwill, trade and other intellectual property and
                  other proprietary rights recognized by the US laws, laws in
                  the Territory, and other applicable foreign and international
                  laws, treaties and conventions.

         8.2      Notwithstanding anything to the contrary set forth in this
                  Agreement Activision or, as applicable, its licensor shall at
                  all times be and remain the sole and exclusive owner of the
                  Activision Property and all Intellectual Property Rights
                  pertaining thereto. Without limiting the generality of the
                  foregoing, nothing in this Agreement shall be deemed to grant
                  Licensee any proprietary or ownership interest or Intellectual
                  Property Rights in or to the Activision Property.

         8.3      Notwithstanding the foregoing, Activision acknowledges and
                  agrees that it has no right, title and/or interest in and to
                  the work undertaken by Licensee to develop the Product,
                  including, without limitation, (a) computer software, code,
                  routines, tools, algorithms and the like which generate any of
                  the audio-visual assets or other gameplay elements contained
                  in the Product, (b) all originally created art, sound, music,
                  and other assets and designs embodied in the Product, or any
                  reproduction thereof, (a) the technical and/or maintenance
                  documentation of or concerning the Product, and (d) the
                  related instruction manuals and packaging for the Product,
                  including all protectable trade dress contained in such
                  packaging (collectively, the "Work Product"), to the extent
                  the Work Product does not include any portion of the
                  Activision Property or any artwork, assets or other materials
                  supplied by Activision (collectively, "Activision Materials").
                  The Work Product shall be owned by Licensee to the extent such
                  does not include any of the Activision Materials, all right,
                  title and interest to which shall be owned exclusively by
                  Activision or, as applicable, its licensor. Subject to
                  Activision's or its licensor's ownership of the Activision
                  Materials, Licensee shall have all rights, title and interests
                  in and to the Product and the Work Product, and all
                  Intellectual Property Rights pertaining thereto.

                                       8


         8.4      The Activision Property is licensed, not sold, by Activision
                  to Licensee, and nothing in this Agreement will be interpreted
                  or construed as a sale or purchase of any copy of the
                  Activision Property, including but not limited to any use of a
                  "purchase order" by Licensee in connection with the
                  transactions contemplated hereunder. Furthermore, any
                  distribution or delivery of the Product by Licensee to any
                  sublicensee (including, without limitation, subdistributors
                  and end-users) will be by license and not by sale.
                  Accordingly, Licensee acknowledges that the "First Sale
                  Doctrine" (as embodied in 17 U.S.C., Section 109 of the United
                  States Copyright Act of 1976, as amended, or the equivalent
                  law or statute in the Territory) does not apply to Licensee's
                  acquisition of rights in and to the Activision Property
                  hereunder or to any sublicensee's acquisition of rights in and
                  to the Product under any agreement between Licensee and a
                  sublicensee.

9.       TRADEMARKS AND COPYRIGHTS:  ACTIVISION'S TITLE AND GOODWILL:

         9.1      Licensee agrees to place in the Product, on the packaging and
                  related documentation and marketing materials all copyright
                  notices, logos and designations in the form and manner
                  directed by Activision. Activision's logo shall be at least
                  equal in size to other logos featured in the Product,
                  documentation and marketing materials, including Licensee's
                  logo. Without limiting Activision's other approval rights set
                  forth in this Agreement, Activision's specific approval is
                  required on the placement of Activision's logo, copyright
                  notices and designations. Except as provided in Section 8.3,
                  all copyrights, trademarks and service marks relating to the
                  subject matter of this Agreement are, will be and shall remain
                  the sole property of Activision (or, if applicable, its
                  Licensor and other contractors). Licensee shall create,
                  execute and deliver to Activision all documents and
                  instruments required by Activision for the protection of or
                  otherwise in connection with the copyrights, trademarks and
                  service marks of Activision (or, if applicable, its licensor
                  and other contractors). Licensee shall not have the right to
                  use Activision's (or, if applicable, its licensor's and other
                  contractors') trademarks or trade names except in connection
                  with the promotion and distribution of the Product in the
                  Territory in accordance with the terms of this Agreement.

         9.2      Licensee acknowledges that Activision or, as applicable, its
                  licensor, is the owner of all right, title and interest in and
                  to the Activision Property, and further acknowledges the great
                  value of the goodwill associated with the Activision Property
                  and that the Activision Property has acquired secondary
                  meaning in the mind of the public and that the trademarks and
                  copyrights included in the Activision Property, and the
                  registrations therefor, are valid and subsisting, and further
                  agrees that it shall not during the Term of this Agreement or
                  at any time thereafter do or cause to be done any act which in
                  any way may impair, harm or bring into disrepute Activision's
                  or its licensor's exclusive rights and title to the Activision
                  Property, as well as any properties owned by Activision which
                  are not licensed hereunder, or the validity thereof or the
                  validity of this Agreement, and shall not assist others in so
                  doing.

                                       9


         9.3      Licensee shall not in any manner represent that it has any
                  ownership in the Activision Property, or in any trademarks or
                  copyrights included in the Activision Property (or
                  registrations therefor), but may, only during the Term of this
                  Agreement, and only if Licensee has complied with any and all
                  applicable laws and registration requirements within the
                  Territory for so doing, represent that it is a "licensee" or
                  "official licensee" hereunder. Licensee shall not register or
                  attempt to register any copyright or trademark in the
                  Activision Property, in its own name or that of any third
                  party, nor shall it assist any third party in doing so.

10.      REPRESENTATIONS, WARRANTIES AND COVENANTS:

         10.1     Licensee hereby warrants arid represents that Licensee has the
                  right and power and is free to enter into and fully perform
                  this Agreement, without approval from any governmental entity
                  or third party other than as has been or, if later imposed,
                  will be obtained.

         10.2     Licensee further warrants and represents that any information
                  or materials developed in connection with the development of
                  the Product hereunder shall not rely, or in any way be based
                  upon, proprietary information or Intellectual Property Rights
                  obtained or derived by Licensee from sources other than
                  Activision, unless Licensee has received specific
                  authorization or license in writing from any such source to
                  use such information or rights in connection with the
                  development of the Product.

         10.3     Licensee further warrants and represents that any materials
                  developed by Licensee pursuant to this Agreement will not
                  infringe upon or misappropriate the Intellectual Property
                  Rights (with respect to patent rights, Licensee's
                  representation herein shall be limited to Licensee's best
                  knowledge) or any other legal rights of any third party
                  through any act or omission to act of Licensee hereunder.
                  Should any aspect of the Product become, or, in Activision's
                  opinion, is likely to become, the object of any infringement
                  or misappropriation claim or suit arising out of any act or
                  omission to act of Licensee, Licensee will procure, at
                  Licensee's expense, the right to use the Product in all
                  respects, or will replace or modify the affected Product to
                  make it non-infringing.

         10.4     Licensee hereby covenants to put forth its commercially
                  reasonable efforts to diligently market, distribute and
                  promote the Product at Licensee's sole cost and expense.

         10.5     Licensee hereby further covenants not to sell the Product to
                  any party who it knows, or reasonably should know, will
                  infringe Activision's Intellectual Property Rights in the
                  Product.

         10.6     Licensee hereby further covenants to: (a) conduct its business
                  in a manner that reflects favorably at all times on the
                  Activision Property, the Product and the good name, goodwill
                  and reputation of Activision; (b) avoid deceptive, misleading
                  or unethical practices, that are or might be detrimental to
                  Activision, the Activision



                                       10


                  Property, the Product or the public; (c) avoid making
                  disparaging, false or misleading statements or representations
                  with regard to Activision, the Activision Property or the
                  Product; (d) not employ or cooperate in the employment of any
                  deceptive or misleading advertising material with regard to
                  Activision, the Activision Property or the Product; and (e)
                  make no representations, warranties or guarantees to customers
                  or to the trade with respect to the specifications, features
                  or capabilities of the Product that are inconsistent with the
                  warranties and disclaimers included in or with the Product.

         10.7     Licensee hereby further covenants that it will comply with all
                  applicable international, national, regional, and local laws
                  in performing its duties hereunder and in any of its dealings
                  with respect to the Product.

         10.8     If any approval with respect to this Agreement, or the
                  notification or registration thereof; will be required at any
                  time during the Term, with respect to giving legal effect to
                  this Agreement in the Territory, or with respect to compliance
                  with exchange regulations or other requirements. Licensee will
                  immediately take whatever commercially reasonable steps may be
                  necessary in this respect, and any charges incurred in
                  connection therewith will be for the account of Licensee.
                  Licensee shall keep Activision currently informed of its
                  efforts in this regard. Activision shall be under no
                  obligation to provide the Product to Licensee hereunder for
                  the relevant portions of the Territory until Licensee has
                  provided Activision with satisfactory evidence that such
                  approval has been obtained, or that no such approvals are
                  required.

         10.9     Licensee hereby further covenants that it will not distribute
                  more than two hundred fifty (250) promotional copies of the
                  Product.

         10.10    Activision hereby represents and warrants that it has the
                  right and power to enter into and grant the rights described
                  herein, that it is free to enter into this Agreement, and that
                  the rights granted herein will not infringe upon the rights of
                  any other person or entity.

         10.11    THE ACTIVISION PROPERTY IS PROVIDED TO LICENSEE "AS IS."
                  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, ACTIVISION
                  MAKES NO REPRESENTATIONS OR WARRANTS WITH RESPECT TO THE
                  ACTIVISION PROPERTY OR THE PRODUCT, AND ALL IMPLIED WARRANTIES
                  OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A
                  PARTICULAR PURPOSE ARE HEREBY SPECIFICALLY EXCLUDED.
                  ACTIVISION DOES NOT REPRESENT THAT THE ACTIVISION PROPERTY OR
                  THE PRODUCT WILL BE ERROR FREE OR OPERATE WITHOUT
                  INTERRUPTION.

11.      TERMINATION:

         11.1     This Agreement shall continue in effect throughout the Term
                  unless terminated by either party for the reason stated below:

                                       11


                  11.1.1.  If, after notifying the other party in writing of a
                           breach of this Agreement, the breaching party does
                           not fully cure such breach within thirty (30) days of
                           receipt of such notice. Such termination shall be
                           effected by giving the breaching party written notice
                           of the termination.

                  11.1.2.  If either party fails to pay its debts as its debts
                           became due, becomes insolvent, files or has filed
                           against it a petition under any bankruptcy law
                           (which, if involuntary, is unresolved after sixty
                           (60) calendar days), proposes any dissolution,
                           liquidation, composition, financial reorganization,
                           or recapitalization with creditors, makes an
                           assignment or trust mortgage for the benefit of the
                           creditors, or a receiver trustee, custodian, or
                           similar agent is appointed or takes possession with
                           respect to any property or business of Licensee.

                  11.1.3.  In the event a third party, who is in the primary
                           business of developing, publishing, licensing or
                           distributing video games or entertainment software
                           products, acquires more than a fifty percent (50%)
                           equity ownership interest in Licensee, acquires all
                           or a substantial portion of Licensee's assets, or
                           succeeds to the business of Licensee by operation of
                           law or otherwise, Activision shall have the right to
                           terminate this Agreement immediately upon notice
                           thereof. In the event of termination by Activision
                           pursuant to this Section 11.1.3, Activision shall:
                           (a) pay to Licensee the amount by which all actual
                           documented development costs of the Product spent by
                           Licensee as of the date of such termination
                           (including any unrecouped portion of the Advance paid
                           by Licensee to Activision as of such date) exceeds
                           Licensee's net revenues (after deduction of actual,
                           documented marketing and sales expenses) of the.
                           Product; (b) purchase from Licensee all of Licensee's
                           existing inventory of the Product at Licensee's
                           actual cost therefor; (c) have the right to
                           manufacture, distribute, market, advertise, promote
                           and sell the Product in exchange for payment of a
                           royalty to Licensee, which such royalty to Licensee
                           may be used to recoup all sums paid by Activision to
                           Licensee pursuant to Section 11.1.3(a) (payable on
                           the same basis, including without limitation the
                           royalty rate payable, as the Royalty is paid to
                           Activision pursuant to the terms of this Agreement);
                           and (d) further assume any obligation on the part of
                           Licensee to pay advances to any Outside Developer in
                           connection with the Product (provided that Licensee
                           provides Activision with written documentation of
                           such royalty obligations). Upon such termination by
                           Activision, all of Licensee's rights in and to the
                           Product shall terminate and be deemed immediately
                           transferred to Activision, and Licensee will deliver
                           to Activision a complete asset package for the
                           Product and all associated packaging and
                           documentation, including without limitation, source
                           code for the Product.

                  11.1.4.  Activision shall have the right to terminate this
                           Agreement immediately after ten (10) days prior
                           notice to Licensee in the event Licensee (a) fails


                                       12


                           to pay any portion of the Advance when due, (b) fails
                           to pay Royalties and/or make Royalty accountings to
                           Activision in accordance with the terms of this
                           Agreement, or (c) has underpaid Royalties owing to
                           Activision by more than five percent (5%), any event
                           of which shall be deemed a material breach of this
                           Agreement by Licensee, and Licensee fails to cure the
                           material breach within such ten (10) day notice
                           period.

         11.2     The right to terminate this Agreement as set forth above shall
                  be in addition to and not in limitation of any other remedy,
                  right, undertaking, obligation or agreement of either party.
                  No waiver by either party of any breach of this Agreement
                  shall be deemed a waiver of any preceding or succeeding breach
                  hereof.

         11.3     The parties agree that if as of the expiration of the Term or
                  as of the date this Agreement is terminated due to Licensee's
                  uncured breach or otherwise pursuant to Section 11.1, Licensee
                  has failed to pay any portion of the Advance to Activision, or
                  any Royalties have accrued to Activision, then without
                  limiting Activision's other rights and remedies, Licensee
                  shall promptly pay Activision the remaining balance of such
                  Advance or such Royalties in full.

         11.4     The parties agree that in case of expiration or early
                  termination of this Agreement, all Licensee's rights related
                  to the Activision Property shall cease as of the date of such
                  expiration or termination, any and all other rights granted to
                  Licensee pursuant to this Agreement shall immediately and
                  automatically terminate without prejudice to any rights or
                  claims Activision may have, and all rights granted to Licensee
                  in this Agreement shall immediately revert to and be vested in
                  Activision except that Licensee, for a period of ninety (90)
                  calendar days only. may distribute such units of the Product
                  in Licensee's possession, provided that such termination is
                  not the result of Licensee's breach and Licensee continues to
                  promptly provide full accountings and make full payments to
                  Activision with respect to all Royalties then due and in
                  connection with such additional sales. Licensee agrees not to
                  stockpile units of the Product or manufacture units of the
                  Product in excess of reasonable market demand in anticipation
                  of such expiration or early termination.

         11.5     Upon expiration or early termination of this Agreement,
                  Licensee shall promptly and automatically return to Activision
                  any property of Activision then in its possession or under its
                  control.

         11.6     No termination or cancellation of this Agreement by either
                  party shall in any way affect or impair Activision's rights to
                  develop, publish, manufacture, and distribute the Activision
                  Property or any derivative work or other version of the
                  Activision Property in the Territory, provided that such
                  derivative work or other version of the Activision Property
                  does not utilize any of Licensee's Work Product.

                                       13


         11.7     Licensee acknowledges and agrees that if Activision terminates
                  this Agreement for a material breach, Activision shall have
                  the right to terminate any other Agreement with Licensee. In
                  addition, Licensee acknowledges that if Activision terminates
                  for material breach any other Agreement between Activision and
                  Licensee, or if Licensee uses the Activision Property or any
                  part thereof beyond the scope of the license granted herein or
                  uses any properties owned by Activision which are not licensed
                  to Licensee, Activision shall have the right to terminate this
                  Agreement. In either event, Activision's right, to terminate
                  shall be effective upon written notice to Licensee.

12.      CONFIDENTIAL INFORMATION:

         12.1     Each party agrees to use reasonable efforts and at least the
                  same care that it uses to protect its own confidential
                  information of like importance, to prevent unauthorized
                  dissemination and disclosure of the other party's confidential
                  information during and for a period of three (3) years after
                  the Term. These obligations will be subject to the following
                  terms and conditions:

                  12.1.1.  Confidential information includes, but is not limited
                           to, the following: (a) the design, technology and
                           know-how related to the Product and the Activision
                           Property; (b) the computer object and source code of
                           the Product and the Activision Property; (c)
                           non-public information concerning either party's
                           financing, financial status, research and
                           development, proposed new products, marketing plans
                           and pricing, unless and until publicly announced; and
                           (d) any information designated by either party as
                           confidential or proprietary in writing;

                  12.1.2.  The foregoing obligations will not apply to any
                           information that: (a) becomes known to the general
                           public without fault or breach on the part of the
                           receiving party; (b) the receiving party receives
                           from a third party without breach of a nondisclosure
                           obligation and without restriction on disclosure; (c)
                           was in the possession of the receiving party prior to
                           disclosure by the other; (d) is independently
                           developed by the receiving party's personnel having
                           no access to similar confidential information
                           obtained from the other; or (e) is required to be
                           disclosed by Licensee in order to obtain any
                           entertainment software ratings board approval in
                           fulfillment of Licensee's obligations pursuant to
                           this Agreement; and

                  12.1.3.  Nothing in this Agreement will affect any obligation
                           of either party to maintain the confidentiality of a
                           third party's confidential information.

13.      INDEMNIFICATION:

         13.1     Licensee shall indemnify, defend and hold harmless Activision
                  and its officers, directors, agents and employees from claims,
                  suits, losses, liabilities, damages or expenses (including
                  costs of suit and attorneys' fees) (collectively, "Claims")


                                       14


                  arising out of Licensee's breach of this Agreement or any
                  representations or warranties contained herein.

         13.2     Activision shall indemnify, defend and hold harmless Licensee
                  and its officers, directors, agents and employees from and
                  against any Claims arising out of Activision's breach of this
                  Agreement or any representations or warranties contained
                  herein.

         13.3     If a party requests to be indemnified pursuant to this Section
                  ("requesting party"), it must give prompt notice of the Claim
                  to the other party ("requested party") specifying all details
                  relevant thereto. The requested party may, at its option,
                  assume the defense of a Claim, in which event the requesting
                  party will cooperate fully in such defense and may participate
                  in such defense with counsel of its own choice, provided that
                  the requesting party will be responsible for all expenses
                  relating to such separate counsel. If the requested party
                  assumes the defense of a Claim, its obligation will be limited
                  to paying the attorneys' fees, costs and expenses associated
                  with such defense (except as otherwise expressly provided
                  herein) and holding harmless the requesting party from and
                  against any judgment paid on account of such Claim or monetary
                  settlement the requested party has made (with the requesting
                  party's approval, not to be unreasonably withheld) or
                  approved. The requesting party may, if necessary or desirable,
                  join the requested party as a party in any litigation in
                  respect of a Claim for which indemnity is requested. No
                  settlement may be made by the requesting party without the
                  requested party's prior approval. If either party fails to
                  fulfill any of its material obligations hereunder, the other
                  party will be deemed excused from its obligations pursuant to
                  this Section.

14.      M1SCELLANEOUS:

         14.1     No amendment or modification of this Agreement will be made
                  except by an instrument in writing signed by both parties.

         14.2     This Agreement shall be deemed entered into in Los Angeles
                  County, California and shall be governed by and interpreted in
                  accordance with the substantive laws of the State of
                  California and, if applicable, United States Federal Law. The
                  parties agree that any dispute arising under this Agreement
                  shall be resolved exclusively in the state or federal courts
                  within Los Angeles County, State of California and expressly
                  consent to jurisdiction therein. The parties agree that
                  process may be served upon it by mailing such process to its
                  address for notices as provided in this Agreement. Licensee
                  irrevocably waives objection to venue or forum in any such
                  court in California

         14.3     Should any provision of this Agreement be held to be void,
                  invalid or inoperative, such provision shall be enforced to
                  the extent possible and the remaining provisions of this
                  Agreement shall not be affected.

                                       15


         14.4     The headings of the Sections of this Agreement are for
                  convenience only and shall not be of any effect in construing
                  the meanings of the Sections.

         14.5     Licensee's relationship with Activision during the term of
                  this Agreement shall be that of an independent contractor.
                  Licensee shall not have, and shall not represent that it has,
                  any power; right or authority to bind Activision, or to assume
                  or create any obligation or responsibility, express or
                  implied, on behalf of Activision or in Activision's name,
                  except as herein expressly provided. Nothing stated in this
                  Agreement shall be construed as constituting Licensee and
                  Activision as partners or as creating the relationships of
                  employer/employee, franchisor/franchisee, or principal/agent
                  between the parties. Licensee shall not, without Activision's
                  prior written consent, register as Activision's distributor or
                  agent in the Territory.

         14.6     The following Sections shall survive the expiration or
                  termination of this Agreement 1.3, 8.2, 10, 11.3, 11.4,11.5,
                  11.6, 11.7, 12,13 and 14.

         14.7     This Agreement, including Schedules A, B, C, D and E, which
                  are incorporated into this Agreement by this reference,
                  constitutes the entire understanding between the parties with
                  respect to the subject matter hereof, superseding all prior
                  negotiations, preliminary agreements, correspondence or
                  understandings, written or oral.

         14.8     No waiver of any obligation by any party hereto under this
                  Agreement shall be effective unless in writing, specifying
                  such waiver, executed by the party making such waiver. A
                  waiver by a party hereto of any of its rights or remedies
                  under this Agreement on any occasion shall not be a bar to the
                  exercise of the same right of remedy on any subsequent
                  occasion or of any other right of remedy at any time.

         14.9     This Agreement may be executed in counterparts, each of which
                  shall be deemed an original Agreement for all purposes,
                  including the judicial proof of any of the terms hereof,
                  provided, however that all such counterparts shall constitute
                  one and the same Agreement

         14.10    Because the parties hereto have participated in drafting and
                  negotiating this Agreement, there shall be no presumption
                  against any party on the ground that such party was
                  responsible for preparing this Agreement or any part of it.

         14.11    Unless expressly set forth to the contrary, either party's
                  election of any remedies provided for in this Agreement shall
                  not be exclusive of any other remedies available hereunder or
                  otherwise at law or in equity, and all such remedies shall be
                  deemed to be cumulative.

         14.12    Neither party shall be liable to the other party for any
                  incidental, consequential, special or punitive damages arising
                  out of this Agreement or its termination, or the breach of any
                  of its provisions, whether liability is asserted in contract
                  or tort (including negligence and strict product liability),
                  and irrespective of whether the parties have been advised or
                  been advised of the possibility of any such loss or damage.

                                       16


         14.13    Should any litigation be commenced among the parties in
                  relation to this Agreement, the party prevailing in such
                  litigation shall be entitled, in addition to such other relief
                  as may be granted, to a reasonable sum for attorneys fees in
                  connection with such litigation or in a separate action
                  brought for that purpose.

         14.14    This Agreement may not be assigned in whole or in part by
                  either party without consent of the other, which consent will
                  not be unreasonably withheld, and Activision and Licensee may
                  assign (subject to any rights of the other party) any or all
                  of such party's rights (but not delegate its obligations)
                  under this Agreement to any subsidiary or affiliate of such
                  party. As used in this Section "Subsidiary" means any company
                  which is controlled, directly or indirectly, by the relevant
                  party, and "affiliate" means any company which controls, is
                  controlled by or is under common control with the party, where
                  "control" means possession of more than fifty percent (50%) of
                  the equity interest and voting power of such party.
                  Furthermore, subject to the provisions of Section 11.1.3,
                  either party may assign this Agreement to any third party
                  which succeeds by operation of law to, purchases or otherwise
                  acquires substantially all of the assets of such party and
                  assumes such party's obligations under this Agreement.

         14.15    Licensee agrees that any material breach or attempted or
                  threatened breach of this Agreement could result in
                  irreparable injury to Activision for which there would be no
                  adequate remedy at law and consents to injunctive relief
                  without limiting the applicability of any other remedies.

         14.16    Unless otherwise stated, time shall be of the essence for the
                  purpose of the performance by Licensee under this Agreement.

15.      NOTICES:

         15.1     All notices, statements and payments to Licensee shall be
                  delivered to it at the address specified on the first page of
                  this Agreement, or at such other address as it shall designate
                  in writing by notice given in accordance with this Section
                  from time to time. All notices, statements and payments to be
                  given to Activision shall be delivered to the undersigned at
                  the address specified on the first page of this Agreement, to
                  the attention of the Royalty Manager/Contract Administrator,
                  with a copy to Senior Vice President and General Counsel, or
                  at such other address as it shall designate in writing, by
                  notice given in accordance with this Section from time to
                  time. All notices shall be in writing and shall either be
                  served by personal delivery, certified mail return receipt
                  requested, or internationally recognized overnight courier
                  service, all charges prepaid. Except as otherwise provided
                  herein, such notices shall be effective only after the actual
                  receipt thereof.








                                       17







ACCEPTED AND AGREED TO:


ACTIVISION:                                   LICENSEE:


Activision Publishing, Inc.                   Majesco Sales, Inc.


By:                                           By:
    --------------------------------              ------------------------------

Name:  George Rose                            Name:
                                                    ----------------------------

Title:  Senior Vice President and
        General Counsel                       Title:
                                                    ----------------------------

Date:                                         Date:
      ------------------------------                ----------------------------


























                                   SCHEDULE A


"Activision Property" is herein defined as the Windows 95/98 PC CD-ROM English
language version and any localized versions Activision has created, of the
entertainment software product entitled Soldier of Fortune, including its title,
characters, artwork, music, copyrights, designs, animation, sounds, locations,
catch phrases, dialogues, stories, storyline, software program, audio-visual
display, concept, tradename, trademarks, logos and any other creative elements,
subject to the following limitations:

(1) The Product shall constitute for purposes of this Agreement a direct port
(as defined below) of the original version of the Activision Property. "Direct
port" of the Activision Property shall mean that the Product (a) is to be
marketed under substantially the same title as the Activision Property, (b)
shall contain materially the same basic story lines and concepts as the
Activision Property, (c) not require any additional production services from
Activision, and (d) the changes made to the original version of the Activision
Property and the conversion thereof are such as only are reasonably required to
accommodate the capabilities and requirements of the Sony PlayStation 2 console
platform.

(2) The Product will be in an action/adventure genre, which may contain elements
of combat, strategy, fighting, shooting and use of other weapons and various
simulations. The parties agree that; while Activision reserves the final right
to determine, among other matters, the elements of the Product, the central
characters of the Product will not be portrayed in the manner of a parody or
satire.

(3) Licensee shall not use any of the following names as names of any characters
in the Product: Caristo, Carter, Chatellier, Donovan and Taylor.


                                   SCHEDULE B


The "Territory" is herein defined as worldwide.


                                   SCHEDULE C


The Term shall commence on the Effective Date and will terminate as of the date
which is two (2) years following the Effective Date,


                                   SCHEDULE D


Advance:

Three Hundred Fifty Thousand Dollars (US$350,000), payable as follows: (a) One
Hundred Nineteen Thousand Dollars (US$119,000) immediately upon execution of
this Agreement, but in no event later than June 30, 2000; (b) One Hundred
Fifteen Thousand Five Hundred Dollars (US$115,500) within One Hundred Twenty
(120) days following the Effective Date; and (c) One Hundred Fifteen Thousand
Five Hundred Dollars (US$ 115,500) within Two Hundred Ten (210) days following
the Effective Date.




Royalties

Royalties payable to Activision shall be calculated as a percentage of
Licensee's Net Receipts (as defined below) as follows: (a) eight percent (8%)
with respect to the first 145,000 units of the Product sold or licensed by
Licensee, but in no event shall the Royalty payable to Activision be less than
Two Dollars and Forty Cents ($240) per unit, irrespective of the wholesale price
of the Product or any deductions from gross receipts; (b) nine percent (9%) with
respect to 145,001 to 200,000 units of the Product sold or licensed by Licensee,
but in no event shall the Royalty payable to Activision be less than One Dollar
and Fifty Cents ($1.50) per unit, irrespective of the wholesale price of the
Product or any deductions from gross receipts; and (c) ten percent (10%) with
respect to units above 200,000 sold or licensed by Licensee.

Definition of "Net Receipts"

For purposes of this Schedule D, "Net Receipts" means the gross receipts
actually received by Licensee from all sales and licenses of the Product, less
actual amounts paid by Licensee for taxes on sales or licenses of the Product,
such as sales, use, excise and other taxes.

                                   SCHEDULE E

                            CONFIDENTIALITY AGREEMENT

I have been engaged to work on the conversion of Activision Publishing, Inc.'s
("Activision") Windows 95-98-based entertainment software product titled Soldier
of Fortune, to be converted for use with the Sony PlayStation 2 operating system
(such conversion being hereinafter referred to as the "Product"). I acknowledge
that I may have access to confidential information relating to the products and
business activities of Activision. I understand that disclosure of that
information to third parties would cause substantial detriment to Activision's
on-going business.

I agree that I will not at any time for my own benefit or, for the benefit of a
third party or disclose to any third party (except as necessary in the ordinary
course of my duties in developing the Product), any of the following
information: (1) trade secrets of confidential information relating to
Activision's products, processes, know-how, machines designs, drawings,
software, formulas, test data, marketing data, business plan, business
strategies, employees, negotiations, contracts, patents or patent applications
(including the status of their prosecution), and (2) any other confidential
information relating to any of Activision's clients, customers, consultants,
licensees or affiliates.

I acknowledge that all of the foregoing information is proprietary to Activision
and that it is a valuable and unique asset of Activision. I understand, however,
that any information that is already public knowledge or that was known to me
before I signed this Confidentiality Agreement is not covered by this
Confidentiality Agreement.


- -----------------------------------------------------------------
Signature                                        Date


- -----------------------------------------------------------------
Name (printed or typed)




                                       2




                             CONFIDENTIAL TREATMENT

                                 AMENDMENT NO. 1

                                       TO

                                LICENSE AGREEMENT


         This Amendment No. 1 to License Agreement (this "Amendment") is entered
into as of June 28, 2001, by and between Majesco Sales, Inc. ("Licensee"), with
offices at 160 Raritan Center Parkway, Edison, New Jersey 08837, and Activision
Publishing, Inc. ("Activision"), a Delaware corporation, with offices at 3100
Ocean Park Boulevard, Santa Monica, California 90405.

         A.       Activision and Licensee entered into that certain License
                  Agreement dated as June 30, 2000 relating to the license by
                  Activision to Licensee of rights to convert Activision's
                  entertainment software product entitled Solider of Fortune for
                  use on the Sony PlayStation 2 video game console (the "SOF
                  Agreement"), that License Agreement dated as of September 29,
                  2000 relating to the license by Activision to Licensee of
                  rights to convert Activision's entertainment product entitled
                  Star Trek Voyager: Elite Force for use on the Sony PlayStation
                  2 video game console (the "Elite Force Agreement"), and that
                  License Agreement dated as of October 1, 2000 relating to the
                  license by Activision to Licensee of rights to convert
                  Activision's entertainment software product entitled Pitfall:
                  The Mayan Adventure for use on the Nintendo Game Boy Advance
                  handheld video game system (the "Pitfall Agreement") (the SOF
                  Agreement, the Elite Force Agreement and the Pitfall Agreement
                  are collectively referred to herein as the "Agreements"), and,
                  with respect to all of the Agreements, the right to develop,
                  manufacture, advertise, promote, distribute and sell such
                  converted entertainment software products throughout the
                  world.

         B.       The Agreements prohibit Licensee from sublicensing to a third
                  party the rights granted to Licensee by Activision.

         C.       The parties now desire to amend each of the Agreements to
                  permit Licensee to sublicense its rights under the Agreements
                  to a third party, subject to the terms and conditions of this
                  Amendment.

         The parties hereby amend the Agreements as follows:

1.       Rights to Sublicense. Notwithstanding Section 1.2(a) of each of the
         Agreements, Activision hereby grants to Licensee the right to
         sublicense the rights granted to Licensee by Activision under (a) the
         SOF Agreement and the Elite Force Agreement to EON Digital
         Entertainment Ltd. ("EON"), located at 53/54 Grosvenor Street, Mayfair,
         London W1K 9FH, United Kingdom, and (b) the Pitfall Agreement to THQ,
         Inc. ("THQ"), located at 27001 Agoura Road, Suite 325, Calabasas,
         California 91301, provided that Licensee shall be permitted to
         sublicense such rights to EON and THQ only with respect to Europe,
         Australia, New Zealand and those other territories specified in
         Licensee's


                                       3


         written agreements with EON and THQ (but in all cases, specifically
         excluding North America). Licensee shall not be permitted to sublicense
         its rights under the Agreements to any other party or with respect to
         North America or any other part of the Territory without Activision's
         prior written approval.

2.       Additional Advance. In consideration of the further rights granted to
         Licensee pursuant to this Amendment, Licensee agrees to pay Activision
         an additional non-refundable Advance in the amount of One Hundred Sixty
         Seven Thousand Seven Hundred Fifty Dollars ($167,750), fifty percent
         (50%) of which shall be due and payable via wire transfer within one
         (1) business day of execution of this Amendment and the remaining fifty
         percent (50%) of which shall be due and payable no later than six (6)
         months after the execution of this Amendment. Seventy One Thousand
         Eight Hundred Seventy Five Dollars ($71,875) of the total additional
         Advance shall be allocated each to the EOF Agreement and the Elite
         Force Agreement, and the remaining Twenty Four Thousand Dollars
         ($24,000) of the total additional Advance shall be allocated to the
         Pitfall Agreement.

3.       Royalties. Notwithstanding the Royalty percentages set forth in
         Schedule D of each of the Agreements, Licensee shall pay Activision
         royalties as follows: (a) SOF Agreement and Elite Force Agreement:
         twenty five percent (25%) of any and all sums received by Licensee from
         EON with respect to the rights granted to EON pursuant to this
         Agreement and sales or licensees of units of the Product by EON in
         Europe (including any advance or guarantee payments and royalties);
         provided, however, that, in no event shall Royalties payable to
         Activision be less than One Dollar Twenty Five Cents ($1.25) per unit;
         and (b) Pitfall Agreement: twenty five percent (25%) of any and all
         sums received by Licensee from THQ with respect to the rights granted
         to THQ pursuant to this Amendment and sales or licenses of units of the
         Product by THQ in Europe (including any advance or guarantee payments
         and royalties); provided, however, that, in no event shall Royalties
         payable to Activision be less than Forty Cents ($0.40) per unit.

4.       Term. The Term of each of the Agreements shall be extended by one (1)
         year, such that the Term of the SOF Agreement shall expire on June 29,
         2003, the Term of the Elite Force Agreement shall expire on September
         28, 2003, and the term of the Pitfall Agreement shall expire on
         September 30, 2003.

5.       General Conditions. Capitalized terms used in this Amendment and not
         otherwise defined herein shall have the meanings respectively ascribed
         to such terms under the Agreements. Unless otherwise stated herein, the
         parties agree that all of the terms and conditions contained in the
         Agreements shall remain in full force and effect and shall be equally
         applicable to this Amendment (including, without limitation,
         Activision's (and its licensors') Sony's and Nintendo's approval rights
         with respect to the Product, and any version or localization thereof
         created and developed by EON or THQ, as set forth in Sections 2.5 and
         2.6 of the SOF Agreement and the Pitfall Agreement and Sections 2.5 and
         2.7 of the Elite force Agreement). Notwithstanding the foregoing, if
         any term or provision of the Agreements is contradictory to, or
         inconsistent with, any term or provision of this amendment, then the
         terms and provisions of this Amendment shall in



                                       4


         all events control and such contradictory or inconsistent term or
         provision of the Agreements shall be null and void solely for purposes
         of interpreting this Amendment.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date specified below.

ACTIVISION:                                   LICENSEE:

ACTIVISION PUBLISHING, INC.                   MAJESCO SALES, INC.



By:________________________________           By:___________________________
         George L.  Rose                                        Jesse Sutter
         Senior Vice President and                              President
           General Counsel

Date:____________________________             Date:_________________________




























                                       5


                            CONFIDENTIAL TREATMENT
                                AMENDMENT NO. 2.

                                       TO

                                LICENSE AGREEMENT


         This Amendment No. 2 to License Agreement (this "Amendment No. 2") is
entered into as of December 20, 2001, by and between Majesco Sales, Inc.
("Licensee"), with offices at 160 Raritan Center Parkway, Edison, New Jersey
08837, and Activision Publishing, Inc. ("Activision"), a Delaware corporation,
with offices at 3100 Ocean Park Boulevard, Santa Monica, California 90405.

         A.       Activision and Licensee entered into that certain License
                  Agreement dated as of June 30, 2000 relating to the license by
                  Activision to Licensee of rights to convert Activision's
                  entertainment software product entitled Soldier of Fortune for
                  use on the Sony PlayStation 2 video game console (the "SOF
                  Agreement"), that License Agreement dated as of September 29,
                  2000 relating to the licenses by Activision to Licensee of
                  rights to convert Activision's entertainment software product
                  entitled Star Trek Voyager, Elite Force for use on the Sony
                  PlayStation 2 video game console (the "Elite Force
                  Agreement"), and that License Agreement dated as of October 1,
                  2000 relating to the license by Activision to Licensee of
                  rights to convert Activision's entertainment software product
                  entitled Pitfall; The Mayan Adventure for use on the Nintendo
                  Game Boy Advance handheld video game system (the "Pitfall
                  Agreement") (the SOF Agreement, the Elite Force Agreement and
                  the Pitfall Agreement are collectively referred to herein as
                  the "Agreements"), and, with respect to all of the Agreements,
                  the right to develop, manufacture, advertise, promote,
                  distribute and sell such converted entertainment software
                  products throughout the world.

         B.       The Agreements prohibit Licensee from sublicensing to a third
                  party the rights granted to Licensee by Activision.

         C.       The parties entered into Amendment No. 1 to License Agreement
                  dated as of June 28, 2001 ("Amendment No. 1"), which amended
                  each of the Agreements and pursuant to which Activision
                  granted Licensee the right to sublicense the rights granted to
                  Licensee by Activision under (1) the SOF Agreement and the
                  Elite Force Agreement to EON (as defined in Amendment No. 1),
                  and (2) the Pitfall Agreement to THQ (as defined in Amendment
                  No. 1).

         D.       The parties now desire to further amend the SOF Agreement and
                  the Elite Force Agreement to replace EON as a permitted
                  sublicensee with another third party, subject to the terms and
                  conditions of this Amendment No. 2.

         The parties hereby amend the SOF Agreement and the Elite Force
Agreement as follows:

1.       Right to Sublicense/Replace EON With Codemasters. Notwithstanding
         Section 1.2(a) of the SOF Agreement and the elite Force Agreement,
         Activision hereby grants to Licensee the right to sublicense the rights
         granted to Licensee by Activision under the SOF




         Agreement and the Elite Force Agreement to The Codemasters Software
         Company ("Codemasters"), whose principal place of business is at Lower
         Farm House, Stoneythorpe, Southam, Warwichshire, CV47-2DL United
         Kingdom. The parties acknowledge and agree that Codemasters shall
         replace EON as a permitted sublicensee under the SOF Agreement end the
         Elite Force Agreement and that EON shall no longer be a permitted
         sublicensee under either of such Agreements. For the avoidance of
         doubt, Licensee shall not be permitted to sublicense its rights under
         the SOF Agreement and the Elite Force Agreement to any party other than
         Codemasters without Activision's and its licensors' prior written
         approval. The parties agree that, in the event that either Licensee
         fails to reach an agreement with Codemasters with respect to the
         sublicense of the rights under the SOF Agreement and the Elite Force
         Agreement or Codemasters ceases to distribute units of the Product
         pursuant to such sublicense rights, Activision's approval of a new
         sublicensee to replace Codemasters shall not be unreasonably withheld
         (for the avoidance of doubt, the parties acknowledge and agree that (a)
         Activision's disapproval of a sublicense to a direct competitor of
         Activision shall not be deemed to be unreasonable and (b) the approval
         of Activision's licensors may be withheld in each of such licensors
         sole discretion) and in no event shall any Advance in excess of that
         set forth in Section 3 below be required. Nothing in this Amendment No.
         2 or the Agreement shall prevent Codemasters or any other permitted
         sublicensee of Majesco from utilizing Independent distributors or sales
         agents in the distribution of the units of the Product, provided that
         such Independent distributors and sales agents are not engaged in the
         business of publishing entertainment software products and their sole
         purpose is to facilitate distribution of units to retail outlets.

2.       Territory for Codemasters. Licensee shall be permitted to sublicense
         its rights under the SOF Agreement and the Elite Force Agreement to
         Codemasters only with respect to the countries and/or territories
         specifically set forth in Exhibit A2 attached hereto. Licensee shall
         not be permitted to sublicense such rights under the SOF Agreement or
         the Elite Force Agreement with respect to North America or any other
         part of the Territory without Activision's prior written approval.

3.       Additional Advance. Pursuant to Amendment No. 1 Licensee agreed to pay
         Activision an additional nonrefundable, recoupable Advance in the total
         amount of $143,750 in consideration of the sublicense rights granted to
         Licensee by Activision with respect to EON and the SOF Agreement and
         the Elite Force Agreement (i.e., $71,875 per each Agreement). In
         consideration of the further rights granted to Licensee pursuant to
         this Amendment No. 2 with respect to Codemasters and the SOF Agreement
         and the Elite Force Agreement, Licensee agrees to pay Activision an
         additional non-refundable Advance in the amount of $56,250, in addition
         to the $143,750 payable under Amendment No. 1, bringing the total
         additional non-refundable, recoupable Advance due and payable by
         Licensee with respect to the sublicense of rights under the SOF
         Agreement and the Elite Force Agreement to $200,000. The parties
         acknowledge and agree that Licensee has already made a payment to
         Activision in the amount of $71,875 pursuant to Amendment No. 1, thus
         leaving a total balance due of $128,125 ($200,000 minus $71,875).
         Licensee agrees to pay Activision such remaining balance due of
         $128,125 via wire transfer within one (1) business day of execution of
         this Amendment No 2. The parties further acknowledge and agree that the
         $200,000 total additional, non-


                                       2


         refundable, recoupable Advance due and payable by Licensee shall be
         recoupable only from the Royalties due and payable by Licensee to
         Activision pursuant to Section 4 of this Amendment No. 2 pertaining to
         sales or licenses of units of the Product by Codemasters, and shall
         expressly not be recoupable on a cross-collateralized basis with
         respect to any other Royalties due end payable by Licensee to
         Activision under the SOF Agreement and the Elite Force Agreement.

4.       Royalties Due From Sales by Codemasters. Notwithstanding the Royalty
         percentages set forth in Schedule D of the SOF Agreement and the Elite
         Force Agreement or Section 3 of Amendment No. 1, Licensee shall pay
         Activision Royalties equal to twenty five (25%) of any and all sums
         invoiced by or otherwise due and payable to Licensee (including any
         advance or guarantee payments and royalties), regardless of the actual
         time of receipt or collection by Licensee, with respect to the rights
         granted to Codemasters pursuant to this Amendment No. 2 and from sales
         or licenses of units of the Product by Codemasters pursuant to the
         sublicense rights granted under this Amendment No 2; provided, however,
         that in no event shall Royalties payable to Activision for sales and
         licenses of units of the Product be less than $1.25 per unit. No
         Royalties shall be due and payable to Activision until such time as
         Licensee has fully recouped the $200,000 additional Advance set forth
         in Section 3 above.

5.       General Conditions. Capitalized terms used in this Amendment No. 2 and
         not otherwise defined herein shall have the meanings respectively
         ascribed to such terms under the SOF Agreement, the Elite Force
         Agreement and Amendment No. 1. Unless otherwise stated herein, the
         parties agree that all of the terms and conditions contained in the SOF
         Agreement, the Elite Force Agreement and Amendment No. 1 (expressly
         including those terms amending the Pitfall Agreement) shall remain in
         full force and effect and shall be equally applicable to this Amendment
         No. 2 (including, without limitation, Activision's (and its
         licensors'), and Sony's approval rights with respect to the Product,
         and any version or localization thereof created and developed by
         Codemasters, as set forth in Sections 2.5 and 2.6 of the SOF Agreement
         and Sections 2.5 and 2.7 of the Elite Force Agreement.









                                       3



                                   EXHIBIT A2

                            TERRITORY FOR CODEMASTERS



  Andorra                   Ireland                    Qatar
  Armenia                   Israel                     Romania
  Australia                 Italy                      Russian Federation
  Austria                   Jordan                     San Marino
  Azerbaijan                Kazakhstan                 Saudi Arabia
  Bahrain                   Kenya                      Serbia
  Belarus                   Kuwait                     Slovakia
  Belgium                   Latvia                     Slovenia
  Bosnia Herzegovina        Lebanon                    Somalia
  Botswana                  Liechtenstein              South Africa and Namibia
  Bulgaria                  Lithuania                  Spain
  Croatia                   Luxembourg                 Sweden
  Cyprus                    Macedonia                  Swaziland
  Czech Republic            Madagascar                 Switzerland
  Denmark                   Malta                      Tanzania
  Djibouti                  Mauritius                  Tunisia
  Egypt                     Moldavia                   Turkey
  Estonia                   Monaco                     Turkmenistan
  Ethiopia                  Morocco                    Ukraine
  Finland                   Mozambique                 United Arab Emirates
  France                    Netherlands                United Kingdom
  Georgia                   New Zealand                Uzbekistan
  Germany                   Nigeria                    Vatican
  Gibraltar                 Norway                     Yemen
  Greece                    Oman                       Zambia
  Hungary                   Poland                     Zimbabwe
  Iceland                   Portugal








                                       4




         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date specified below.

ACTIVISION:                                       LICENSEE:

ACTIVISION PUBLISHING, INC.                       MAJESCO SALES, INC.



By:______________________________                 By:___________________________
         George L.  Rose                                        Jesse Sutter
         Senior Vice President and                              President
           General Counsel

Date:____________________________                 Date:_________________________





























                                       5





                             CONFIDENTIAL TREATMENT

                                 AMENDMENT NO. 3

                                       TO

                                LICENSE AGREEMENT



                  This Amendment No. 3 to License Agreement (this "Amendment No.
3") is entered into as of September 22, 2002 (the "Effective Date"), by and
between Majesco Sales, Inc. ("Licensee"), with offices at 160 Raritan Center
Parkway, Edison, New Jersey 08837, and Activision Publishing, Inc.
("Activision"), a Delaware corporation, with offices at 3100 Ocean Park
Boulevard, Santa Monica, California 90405.

                  A.       Activision and Licensee entered into that certain
                           License Agreement dated as of June 30, 2000 relating
                           to the license by Activision to Licensee of rights to
                           convert Activision's entertainment software product
                           entitled Soldier of Fortune for use on the Sony
                           PlayStation 2 computer entertainment system (the
                           "Agreement"), as amended by Amendments No.1 and No. 2
                           to the Agreement dated as of June 28, 2001 and
                           December 10, 2002, respectively.

                  B.       The parties now desire to further amend the Agreement
                           subject to the terms and conditions of this Amendment
                           No. 3.

                  The parties hereby amend the Agreement as follows:

1.       Extension of Term. Activision agrees to extend the Term of the
         Agreement as set forth on Schedule C of the Agreement for a period of
         one (1) year from the Effective Date of this Amendment No. 3.

2.       Additional Advance. Licensee, upon execution of this Amendment No. 3,
         will pay to Activision an additional, non-refundable recoupable advance
         in the amount of Seventy five Thousand Dollars ($75,000) for the right
         to distribute an additional Fifth Thousand (50,000) units of Soldier of
         Fortune for the Sony PlayStation 2 console, in North America only, at
         the royalty rates set forth in Section 3 of this Amendment No. 3.

3.       Royalty. In consideration of the rights granted to Licensee pursuant to
         this Amendment No. 3, Licensee shall pay to Activision a per unit
         royalty of One Dollar and fifty Cents ($1.50) for all units sold under
         this Amendment No. 3 at a wholesale price equal or lower than Twenty
         Four Dollars ($24.00). For avoidance of doubt, the royalty structure
         set forth in Exhibit D of the Agreement shall apply to all units sold
         at a wholesale price which exceeds Twenty-Four Dollars ($24.00).

4.       General Conditions. Capitalized terms used in this Amendment No. 3 and
         not otherwise defined herein shall have the meanings respectively
         ascribed to such terms under the Agreement. Unless otherwise stated
         herein, the parties agree that all of the terms and conditions
         contained in the Agreement shall remain in full force and effect and
         shall be




         equally applicable to this Amendment No. 3. Notwithstanding the
         foregoing, if any term or provision of the Agreement is contradictory
         to, or inconsistent with, any term or provision of this Amendment No.
         3, then the terms and provisions of this Amendment No. 3 shall in all
         events control and such contradictory or inconsistent term or provision
         of the Agreement shall be null and void solely for purposes of
         interpreting this Amendment No. 3.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date specified below.

ACTIVISION:                                      LICENSEE:

ACTIVISION PUBLISHING, INC.                      MAJESCO SALES, INC.



By:______________________________                By:___________________________
         George L.  Rose                                    Jesse Sutter
         Senior Vice President and                          President
           General Counsel

Date:____________________________                Date:_________________________














                                       2

EX-10.2

                         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 Majesco Sales, Inc., ("LICENSEE") at
160 Raritan Center Parkway, Edison, NJ 08837 Attn: Jesse Sutton (Fax: (732)
225-8408). 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
development 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(R) 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(R) 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, boa 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(R) 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(R) 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(R) 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. mall, 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 work, trade secrets,


                                       2


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 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(R) 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


                                       3


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(R) ADVANCE system or the Development
Tools,

                  (e) embed, incorporate, or store a Game in any media or for
format except the cartridge format utilized by the GAME BOY(R) ADVANCE system,
except as may be necessary as 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(R) 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, 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


                                       4


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, advertised, marketed and sold Licensed Products for play on
the GAME BOY(R) 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 GOY(R) 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
an error-free operation on the GAME BOY(R) 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 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



                                       5


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 NOAs
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 Product or Stripped Product, as specified
in LICENSEE's purchase order.

                                       6


         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.

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


                                       7


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(R) 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.

         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(R) 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


                                       8


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(R) 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, arid/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 manifest 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
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 nondisclosure 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.

                                       9


         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 nondisclosure
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 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,

                  (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 an sale of the Licensed Products and the Marketing
Materials under this Agreement.

                                       10


         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 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,

                                       11


                  (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
() 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 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


                                       12


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 ay 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 ay
action or proceeding relating to an infringement or potential Infringement of
NOA's Proprietary 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 it 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 This Agreement shall commence on the Effective Date and continue
for the Term, unless earlier terminated as provided for herein.

                                       13


         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, t 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.

         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


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 shortage 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, cause 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 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 fulfillment 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.

                                       15


         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 entitle 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.

























                                       16



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


NOA:                                         LICENSEE:


NINTENDO OF AMERICA INC.                     MAJESCO SALES, INC.


By: /s/                                      By: /s/
    ----------------------------------           -------------------------------
Title: Executive VP, Administration          Title: President
Date:  5/10/01                               Date:  4/18/01