CONFIDENTIAL

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


                         CONFIDENTIAL LICENSE AGREEMENT
                FOR GAME BOY, GAME BOY COLOR AND GAME BOY POCKET
                           HANDHELD VIDEO GAME SYSTEMS
                              (Western Hemisphere)

         THIS AGREEMENT is entered into by and between  NINTENDO OF AMERICA INC.
a  Washington  corporation  with an address for notice  purposes of 4820 - 150th
Avenue  NE,  Redmond,  WA 98052  (Fax:  425-882-3585)  ("NINTENDO")  and THE 3DO
COMPANY,  a California  corporation  with an address for notice  purposes of 600
Galveston  Drive,  Redwood City, CA 94063-4746 (Fax:  650-261-3151),  Attention:
President ("LICENSEE").

         NINTENDO and LICENSEE acknowledge and agree as follows:

1.   RECITALS

     1.1 NINTENDO markets and sells high-quality  video game systems,  including
without  limitation  hardware  and  software,  marketed  by  NINTENDO  under its
trademarks  "Game Boy",  Game Boy pocket" and "Game Boy Color" for playing video
games.

     1.2  LICENSEE  desires  to  gain  access  to and a  license  to use  highly
proprietary programming specifications,  development tools, trademarks and other
valuable  intellectual  property  rights owned by NINTENDO,  in order to develop
video game  software and to purchase  such video game software from NINTENDO for
play on the Game Boy Systems (as defined below), which systems were developed by
NCL.

     1.3  NINTENDO  is  willing  to  grant to  LICENSEE  a  license  to use such
proprietary  information and intellectual property rights and to sell video game
software to LICENSEE upon the terms and conditions set forth in this Agreement.

2.   DEFINITIONS

     2.1  "Artwork"  shall  mean the final art and  mechanical  formats  for the
Licensed  Product (as defined  below)  including the Game box, user  instruction
manual with consumer precautions and warranty, game cartridge label and inserts.

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


                                      -1-
<PAGE>

                                                                    CONFIDENTIAL

     2.3 "Game Boy  Systems"  shall mean  individually,  collectively  or in any
combination  the 8-bit  monochrome  Game Boy and Game Boy pocket  handheld video
game systems and the 8-bit Game Boy Color handheld game system.

     2.4 "Game  Cartridge(s)"  shall  mean  interchangeable  plastic  cartridges
adapted  for use with the  Game Boy  Systems,  housing  the  Games  embodied  in
electronic  memory  devices or  comparable  medium  authorized  by NINTENDO  for
storing the Games.

     2.5  "Game(s)"  shall  mean video game  software  compatible  with Game Boy
Systems developed under this Agreement.

     2.6 "Guidelines" shall mean the "Game Boy Systems Packaging Guidelines" and
the "Game Boy Systems Development Manual" setting forth trademark, copyright and
related artwork standards, as provided by NINTENDO.

     2.7 "Independent  Contractor" shall mean any third-party agent, consultant,
contractor or independent programmer, other than LICENSEE.

     2.8  "Licensed  Copyright(s)"  shall  mean  various  copyrights  in printed
materials,  art or logo designs,  computer  software,  electronic  circuitry and
rights in integrated circuit layout designs employed in the Game Boy Systems.

     2.9   "Licensed   Intellectual   Properties"   shall   mean   individually,
collectively  or  in  any  combination,   the  Licensed   Inventions,   Licensed
Proprietary Information, Licensed Copyrights and Licensed Trademarks.

     2.10  "Licensed   Invention(s)"  shall  mean  improvements  and  inventions
concerning the Game Boy Systems,  including  inventions  which are or may become
the subject matter of various patents or patent applications.

     2.11 "Licensed Product(s)" shall mean Game Cartridges (or comparable medium
authorized by NINTENDO) for employing the Licensed  Intellectual  Properties and
having electronic memory devices storing the Games.

     2.12  "Licensed  Proprietary  Information"  shall mean any of the following
information  relating  to the  Game  Boy  Systems:  (a) all  current  or  future
information,   know-how,  techniques,   methods,  information,  tools,  emulator
hardware or software, software development specifications, and/or trade secrets,
(b) any  non-public  information  or  patent  applications,  (c)  any  business,
marketing or sales data or other such information, and (d) any other information
or data relating to development, design, operation, manufacturing,  marketing or
sales. "Licensed Proprietary Information" shall include information disclosed to
LICENSEE  by  NINTENDO,  NINTENDO's  affiliated  companies,  and/or  other third
parties  working with  NINTENDO.  Such Licensed  Proprietary  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.  Licensed  Proprietary
Information shall not include:  (a) data and


                                       2
<PAGE>

                                                                    CONFIDENTIAL

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,  (b)
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, (c) 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,  and (d) data and information which is required to be disclosed
by an authorized  governmental or judicial entity,  provided that LICENSEE shall
notify NINTENDO at least thirty (30) days prior to such disclosure.

     2.13  "Licensed   Trademarks"   shall  mean  registered  and   unregistered
trademarks  and  trademark  applications  used in  connection  with the Game Boy
Systems including, but not limited to, "Nintendo", "Game Boy", "Game Boy Color",
Game Boy pocket, "Official Nintendo Seal of Quality" and trade dress in the Game
Boy Systems.

     2.14 "Marketing Materials" shall mean marketing, advertising or promotional
materials which incorporate the Licensed  Intellectual  Properties and which are
developed by or for LICENSEE to promote the sale of the Licensed Products.

     2.15 "NCL" shall mean  NINTENDO's  parent  company,  Nintendo  Co., Ltd. of
Kyoto, Japan.

     2.16  "Product  Sample" shall mean a sample of the Games for Game Boy Color
as defined in Section 5.2.

     2.17  "Schedule 1" shall mean the "Nintendo of America Inc.  Price Schedule
for the Game Boy Licensed Game Paks" attached to this Agreement and incorporated
by reference into this Agreement.

     2.18  "Schedule 2" shall mean the "Nintendo of America Inc.  Price Schedule
for the Game Boy Color  Licensed  Game  Paks"  attached  to this  Agreement  and
incorporated by reference into this Agreement.

     2.19 "Term" shall mean three (3) years from the Effective Date.

     2.20 "Territory"  shall mean all countries  within the Western  Hemisphere,
including without limitation,  the United States, Canada, South America, Central
America,  Mexico,  and  all  applicable  territories  and  possessions  of  such
countries.

3.   GRANT OF LICENSE; RESERVATION OF RIGHTS BY NINTENDO

     3.1 Grant.  For the Term and in the  Territory,  NINTENDO  hereby grants to
LICENSEE,  and LICENSEE  hereby accepts under the terms and conditions set forth
in this  Agreement,  a  nonexclusive  license to develop the Licensed  Products.
Except as may be


                                       3
<PAGE>

                                                                    CONFIDENTIAL

permitted under a separate written  authorization from NINTENDO or NCL, LICENSEE
shall not use the Licensed Intellectual Properties for any other purpose.

     3.2 Reservation of Rights in the Licensed Intellectual Properties. LICENSEE
acknowledges  NINTENDO's  and NCL's  right,  title,  and  interest in and to the
Licensed  Intellectual  Properties and the goodwill associated with the Licensed
Trademarks.  LICENSEE  will  not at any  time do or  cause to be done any act or
thing  which in any way impairs or is intended to impair any part of such right,
title,  interest  or  goodwill.  LICENSEE  shall not  represent  that it has any
ownership in the Licensed Intellectual Properties. This Agreement does not grant
LICENSEE any ownership  interest in the Licensed  Intellectual  Properties,  and
LICENSEE's  use of the  Licensed  Intellectual  Properties  shall not create any
right,  title or interest therein in LICENSEE's favor beyond the license granted
herein.

     3.3 Reservation of Rights of Distribution  Outside the Territory.  LICENSEE
shall  market and sell the Licensed  Products  only in the  Territory.  LICENSEE
shall not directly or indirectly export any Licensed Products from the Territory
nor shall LICENSEE knowingly permit or assist any third party in doing so.


     3.4  Reservation  of Rights to Reverse  Engineer.  LICENSEE may utilize and
study the  design,  performance  and  operation  of the Game Boy Systems and the
Licensed  Proprietary  Information solely for the purpose of developing software
which is compatible  with the Game Boy Systems for license under this Agreement.
LICENSEE shall not, directly or indirectly, reverse engineer or aid or assist in
the reverse  engineering  of all or any part of the Game Boy Systems,  including
the hardware,  software and/or tools.  For purposes of this Agreement,  "reverse
engineering"  shall mean: (a) the x-ray  electronic  scanning and/or physical or
chemical  stripping of  semiconductor  components;  and/or (b) the  disassembly,
decompilation,  decryption,  or simulation  of object code or  executable  code,
specifically  including,  but not limited to, any NINTENDO supplied or developed
libraries.  The  limitations  set forth in this  Section 3.4 shall not  preclude
LICENSEE  from  engaging  in  reverse  engineering  of any Game  code  which was
developed  solely  by  LICENSEE  and  relates  only to the  Game(s)  and was not
supplied by nor derived from any code supplied by NINTENDO.


     3.5  Reservation of Rights of Electronic  Transmission.  LICENSEE shall not
directly or indirectly  duplicate,  distribute or transmit  Games via electronic
means or any other  means  now known or  hereafter  devised,  including  without
limitation,  wireless,  cable,  fiber optic means,  telephone  lines,  satellite
transmission,  microwave  or radio  waves or over a  network  of  interconnected
computers or other devices.  Notwithstanding this limitation, LICENSEE shall not
be prohibited  from the electronic  transmission of Games during the development
process for the sole purpose of  facilitation  development;  provided,  however,
that no right of  retransmission  shall  attach to any such  transmission,  and,
provided  further,   that  LICENSEE  shall  use  reasonable  security  measures,
customary within the industry,  to reduce the risk of unauthorized  interception
or retransmission of such transmissions.

     3.6  Notification  Obligations.  LICENSEE shall promptly notify NINTENDO of
the  loss  or  unauthorized  use  or  disclosure  of  any  Licensed  Proprietary
Information  and shall  promptly  act to  recover  any such  information  and/or
prevent further breach of the confidentiality obligations herein.


                                       4
<PAGE>

                                                                    CONFIDENTIAL

4.   CONFIDENTIALITY

     4.1 Disclosure of Proprietary  Information.  During the Term,  NINTENDO may
provide LICENSEE with highly proprietary  development  information,  development
tools, emulation systems,  programming  specifications and related resources and
information  constituting and incorporating the Licensed Proprietary Information
to enable LICENSEE to develop video games for use with the Game Boy Systems.

     4.2  Confidentiality of Licensed  Proprietary  Information.  LICENSEE shall
maintain all Licensed Proprietary  Information as strictly confidential and will
use  such  Licensed  Proprietary   Information  only  in  accordance  with  this
Agreement.  LICENSEE shall limit access to the Licensed Proprietary  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  Licensed
Proprietary  Information pursuant to a written non-disclosure  agreement between
LICENSEE and such  employee.  LICENSEE shall use its best efforts to ensure that
its employees  working with or otherwise  having access to Licensed  Proprietary
Information  shall  not  disclose  or  make  unauthorized  use of  the  Licensed
Proprietary Information.

     4.3  Agent/Consultant  Confidentiality.  LICENSEE  shall not  disclose  the
Licensed   Proprietary   Information  to  any  Independent   Contractor  without
NINTENDO's prior written approval. Each approved Independent Contractor shall be
required to enter into a written non-disclosure agreement with NINTENDO prior to
receiving any access to or disclosure of the Licensed Proprietary Information.

5.   DEVELOPMENT; QUALITY STANDARDS; ARTWORK; MANUFACTURING

     5.1 Development and Sale of the Game Boy Systems Programs.  During the Term
and for the Territory,  LICENSEE may develop Games and/or sell Licensed Products
for the Game Boy Systems in accordance with this Agreement.


     5.2 Submission of Product Sample (Game Boy Color Only). Prior to a Game Boy
Color Game reaching  fifty percent (50%)  completion,  LICENSEE  shall submit to
NINTENDO  for  approval a Product  Sample.  Such  Product  Sample must include a
demonstration of the manner in which such Game Boy Color dedicated or compatible
Game will utilize and exploit the following color criteria:  (a) differentiation
from  monochrome  Game Boy  software  (each  Game Boy  Color  Game  must  appear
significantly  more colorful than monochrome Game Boy software when  "colorized"
by the Game Boy  Color hardware);  (b) simultaneous  colors; (c) appropriate use
of color;  (d)  variety of colors,  and (e)  contrast  and  saturation.  For the
purpose of  demonstrating  these criteria,  the Product Sample shall be either a
programmed demo or various ROM images. In addition to these criteria,  for Games
which have been previously released for the Game Boy monochrome system, LICENSEE
must provide a demonstration of the game-play enhancements which have been added
to the Game which may  include  any of the  following:  (i)  additional  stages,
levels or areas;  (ii) new  characters;  and/or (iii)  game-play based on color.
Subsequent to acceptance and approval of a Product Sample, LICENSEE shall notify
NINTENDO  in writing of any  material  proposed  changes in the  Product  Sample
and/or the proposed Licensed  Products.  No submission  samples are required for
Games exclusively for play on Game Boy and Game Boy pocket systems.


     5.3 Delivery of Completed Game.  Upon completion of a Game,  LICENSEE shall
deliver to NINTENDO  one (1)  prototype  of such Game in a format  specified  by
NINTENDO,


                                       5
<PAGE>

                                                                    CONFIDENTIAL


together  with  written  user  instructions  and a complete  screen text script.
NINTENDO  shall  promptly  evaluate each  submitted Game with regard to: (a) its
technical  compatibility with and error-free  operation on the Game Boy Systems;
(b)  the  suitability  of the  Game  content,  taking  into  account  reasonable
standards set forth in the Guidelines;  and, if applicable, (c) whether the Game
achieves  the  criteria as set forth in Section 5.2 at 50%  completion  and upon
final  completion.  LICENSEE shall have  satisfied the Game content  suitability
criteria by  providing  NINTENDO  with proof that each  submitted  Game has been
provided  with a  certificate  of a  rating  other  than  ADULTS  ONLY  (or  its
equivalent)  from  the  Entertainment   Software  Ratings  Board  or  comparable
independent  ratings  body which  reviews and  certifies  product for violent or
sexual  content,  and that the Game  meets  the  content  criteria  set forth in
NINTENDO's content guidelines.


     5.4 Approval of Completed Game.  NINTENDO shall, within a reasonable period
of time after receipt,  approve or disapprove  each submitted  Game. If any such
Game is  disapproved,  NINTENDO  shall  specify in writing  the reasons for such
disapproval  and state what  corrections  and/or  improvements  are necessary in
order  to  be  approved.   After  making  the   necessary   corrections   and/or
improvements,  LICENSEE shall submit a revised version of such Game for approval
by NINTENDO.  The approval of any Game by NINTENDO 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 Licensed  Product by NINTENDO.  NINTENDO
shall not unreasonably withhold or delay any approval provided for herein.

     5.5 Development  and Quality of Artwork.  In connection with the submission
of a proposed Licensed Product to NINTENDO, LICENSEE shall submit all Artwork to
NINTENDO.  All  Artwork  shall  conform  to the  requirements  set  forth in the
Guidelines.  Within  fifteen  (15)  business  days of  receipt  of the  Artwork,
NINTENDO shall approve or disapprove the Artwork based upon the  Guidelines.  If
any of the Artwork is disapproved, NINTENDO shall specify in writing the reasons
for  such  disapproval  and  state  what  corrections  and/or  improvements  are
necessary in order to be approved. After making the necessary corrections and/or
improvements to the disapproved Artwork, LICENSEE shall resubmit new Artwork for
approval by  NINTENDO.  NINTENDO  shall not  unreasonably  withhold or delay its
approval of any Artwork.

     5.6 Appointment of NCL as  Manufacturer.  LICENSEE hereby appoints NCL, and
NINTENDO  confirms that NCL accepts such  appointment,  as  manufacturer  of the
Licensed Products.  LICENSEE shall purchase from NCL through NINTENDO all of its
requirements for the Licensed Products.  NCL shall have the sole  responsibility
for  establishing  and  fulfilling  all  aspects of the  manufacturing  process,
including  selecting the location of and  specifications  for any  manufacturing
facilities,   appointing   suppliers  and   subcontractors,   and  managing  all
work-in-progress  and finished  goods  inventory.  NCL shall  acquire and retain
responsibility  for all  equipment,  tooling,  molds or masks used in connection
with the manufacture of the Licensed Products.

     5.7  Manufacture of Licensed  Products.  Upon approval of each Game and the
Artwork related thereto and upon receipt from LICENSEE of an order in accordance
with


                                       6
<PAGE>

                                                                    CONFIDENTIAL

Section 6 herein,  NCL will  manufacture  for LICENSEE  the  Licensed  Products,
including the Artwork corresponding to such Game.

     5.8  Retention of Sample  Licensed  Products.  NCL may, at its own expense,
manufacture samples of the Licensed Products,  only to the extent necessary,  to
be used by NINTENDO for archival purposes,  legal proceedings against infringers
of the Licensed Intellectual  Properties,  and for other lawful purposes but not
for resale.

6.   PURCHASE PRICE; PAYMENT; DELIVERY OF COMPLETED LICENSED PRODUCT


     6.1 Minimum  Initial  Orders.  Upon  placement of an initial order for each
Game, LICENSEE shall order a minimum quantity of [*] units of Licensed Products.


     6.2 Subsequent  Minimum Orders.  LICENSEE may subsequently order additional
Licensed  Products  corresponding to any Game in a minimum quantity of [*] units
of a Licensed Product.


     6.3 Purchase  Price.  The purchase price to be paid by LICENSEE to NINTENDO
for the  Licensed  Products  shall  be in  accordance  with  NINTENDO's  pricing
schedules  currently  set forth in the attached  Schedules 1 and 2. The purchase
price  includes the cost of  manufacturing,  printing and packaging the Licensed
Products  and a royalty  for the use of the  Licensed  Intellectual  Properties.
Schedule 1 and/or  Schedule  2 are  subject  to change by  NINTENDO  at any time
without notice;  provided,  however, any price increase shall only be applicable
to  purchase  orders  received  by  NINTENDO  after the  effective  date of such
increase.


     6.4  Payment.  At the time an order is placed,  LICENSEE  shall  provide to
NINTENDO an  irrevocable  letter of credit in favor of  NINTENDO  and payable at
sight,  issued by a bank  acceptable  to NINTENDO and  confirmed,  at LICENSEE's
expense,  if  requested  by  NINTENDO.  The letter of credit  shall be in United
States dollars in an amount equal to the purchase price of the Licensed Products
ordered. All associated banking charges are for LICENSEE's account.

     6.5 Shipment and Delivery.  The Licensed Products shall be delivered F.O.B.
Japan,  with  shipment  at  LICENSEE's  direction  and  expense.  Orders  may be
delivered by NINTENDO in partial  shipments,  each  directed to no more than two
(2) destinations designated by LICENSEE in the Territory.  Title to the Licensed
Products  shall vest in accordance  with the terms of the  applicable  letter of
credit.

7.   MARKETING, SALE AND RENTAL OF THE LICENSED PRODUCTS

     7.1 Marketing Materials. LICENSEE agrees that any Marketing Materials shall
be of high quality and shall comply with the Guidelines.

     7.2  Submission  of Proposed  Marketing  Materials.  Prior to actual use or
distribution,  LICENSEE  shall  submit to  NINTENDO  for review  and  evaluation
initial samples of all Marketing Materials.  NINTENDO shall, within fifteen (15)
business days of receipt of such  samples,  approve or disapprove of the quality
of such samples.  If any of the samples are


-------------------
*    Confidential portion omitted and filed separately with the Commission.


                                       7
<PAGE>

                                                                    CONFIDENTIAL

disapproved  as  to  quality,  NINTENDO  shall  specify  the  reasons  for  such
disapproval  and state what  corrections  and/or  improvements  are necessary in
order to be approved. After making the necessary corrections and/or improvements
to the  disapproved  samples,  LICENSEE may resubmit new samples for approval by
NINTENDO as to quality.  No Marketing Materials shall be distributed or utilized
by LICENSEE without  obtaining prior written approval as to quality by NINTENDO.
NINTENDO shall not  unreasonably  withhold or delay its approval of the proposed
Marketing  Materials.  NINTENDO  reserves  the  right  to  disapprove  Marketing
Materials that include non-licensed accessories.

     7.3 Warranty and Repair.  With  respect to the Licensed  Product,  LICENSEE
shall  provide  to the  original  consumer  a minimum  ninety  (90) day  limited
warranty, comparable to that offered by NINTENDO. LICENSEE shall also provide to
the original consumer,  either directly or indirectly through authorized service
centers,   reasonably  accessible  product  service,  including  out-of-warranty
service for a period of three (3) years following sale of the Licensed  Product.
In the event LICENSEE is unable to obtain sufficient  quantities of repair parts
for service  obligations from defective  and/or product returns,  NINTENDO shall
cooperate in providing reasonable  quantities of repair parts to LICENSEE at its
standard cost.

     7.4 Business  Facilities;  Sales of Licensed  Products.  LICENSEE agrees to
develop,  maintain and utilize during the Term: (a) suitable  office  facilities
within the Territory,  adequately  staffed to enable  LICENSEE to fulfill all of
its   responsibilities   under  this   Agreement;   (b)   necessary   warehouse,
distribution,  marketing,  sales, collection and credit operations to facilitate
proper  handling of the Licensed  Product;  and,  (c) customer  service and game
counseling  support,  including  telephone  service,  to adequately  support the
Licensed Products.

     7.5 Defects;  Recall. In the event of a material  programming defect in any
of the Licensed  Product,  which defect in the  reasonable  judgment of NINTENDO
would  significantly  impair the  ability of a  consumer  to play such  Licensed
Product,  NINTENDO may require the  LICENSEE to recall the Licensed  Product and
undertake suitable repairs or replacements prior to further sale.

     7.6 Rental. In the event LICENSEE elects to engage in the commercial rental
of the Licensed  Products  within the Territory on such terms and  conditions as
LICENSEE  shall  determine,  LICENSEE  shall secure  appropriate  authorizations
and/or assignments from the holder(s) of the copyrightable  elements employed in
the computer programs for the Licensed Products.  LICENSEE shall clearly provide
notice  on the  Artwork  for  each  Licensed  Product  of any  rental  right  or
reservation thereof.

     7.7 Nintendo Promotional Materials, Publications and Events. At its option,
NINTENDO may: (a) insert in the packaging for the Licensed  Product  promotional
materials concerning Nintendo Power magazine;  (b) utilize screen shots, package
art and related art and information  regarding the Licensed Products in Nintendo
Power, Nintendo Power Source.  (NINTENDO's on-line version of Nintendo Power) or
other media or marketing  programs  which  promote  NINTENDO  products;  and (c)
exercise public  performance rights of the Licensed Products and use the related
trademarks  and art in  NINTENDO  sponsored  contests,  tours and


                                       8
<PAGE>

                                                                    CONFIDENTIAL

events which generally promote NINTENDO  products,  provided that no other third
party approvals are required.

8.   LICENSEE'S COPYRIGHTS AND TRADEMARKS

     8.1 Copyright and Trademark  Warranties.  LICENSEE  represents and warrants
that,  throughout the Territory,  LICENSEE is either:  (a) the sole owner of all
right,  title and  interest in and to the  trademarks,  copyrights,  Artwork and
other  intellectual  property rights used on or in association with the Licensed
Products; or (b) the holder of sufficient rights to the trademarks,  copyrights,
Artwork and other  intellectual  property rights which have been licensed from a
third party for use in the Licensed Product.

     8.2 Licensee's Indemnification.  LICENSEE shall indemnify and hold NINTENDO
and NCL harmless from any claims,  losses,  liabilities,  damages,  expenses and
costs,  including,  without  limitation,  reasonable  attorneys' fees and costs,
which  result from:  (a) a breach of any of the  representations  or  warranties
provided by LICENSEE herein;  (b) any claim of infringement of any third party's
intellectual property rights with respect to the Licensed Products,  (including,
but not limited to, any claim relating to marketing,  advertising and/or sale of
the Licensed  Products),  excluding claims based solely upon NINTENDO's Licensed
Intellectual Properties;  or (c) any claim of bodily injury (including death) or
property  damage  arising out of or in connection  with, the  development,  sale
and/or use of any of the Licensed Products.  NINTENDO shall give LICENSEE prompt
written  notice of the assertion of any such claim and provided,  further,  that
LICENSEE  shall have the right to select  counsel and control the defense and/or
settlement of any such claim, subject to the right of NINTENDO to participate in
any such action or proceeding at its own expense with counsel of its own choice.


     8.3  Insurance.  LICENSEE  shall,  at its own  expense,  obtain a policy of
general  liability  insurance  which includes  product  liability  coverage by a
recognized insurance company.  Such policy of insurance shall be in an amount of
not less than Five Million Dollars  ($5,000,000  USD) on a per occurrence  basis
and shall provide for adequate  protection  against any suits,  claims,  loss or
damage  or any  alleged  intellectual  property  infringements  by the  Licensed
Products.  Such policy shall name NINTENDO as an additional  insured and may not
be  canceled  without  thirty  (30) days prior  written  notice to  NINTENDO.  A
Certificate of Insurance  shall be provided to NINTENDO's  Licensing  Department
within  thirty (30) days of the Effective  Date.  If LICENSEE  fails to maintain
such insurance during the Term,  NINTENDO may secure and maintain such insurance
at LICENSEE's expense.


9.   LIMITATION OF LIABILITY

     9.1 Disclaimer Regarding Licensed Intellectual  Properties.  NINTENDO makes
no representations, guarantees or warranties concerning the scope or validity of
the Licensed Intellectual Properties,  and does not warrant that the sale of the
Licensed  Products by LICENSEE will not infringe upon the patent,  trade secret,
copyright,  mask work or trademark rights of another in the Territory.  THE RISK
OF INFRINGEMENT IS HEREBY ASSUMED BY LICENSEE.


                                       9
<PAGE>

                                                                    CONFIDENTIAL


     9.2 Warranty  Disclaimer.  NINTENDO DISCLAIMS ANY AND ALL WARRANTIES OF THE
LICENSED  PRODUCTS AS BETWEEN  NINTENDO AND LICENSEE AND AS BETWEEN NINTENDO AND
ANY THIRD PARTY  PURCHASERS  FROM LICENSEE.  LICENSEE  PURCHASES AND ACCEPTS ALL
LICENSED  PRODUCTS  FROM NINTENDO ON AN "AS IS" AND "WHERE IS" BASIS AND WITHOUT
ANY  WARRANTIES,  EXPRESS OR IMPLIED.  WITH  RESPECT TO THE  LICENSED  PRODUCTS,
NINTENDO DISCLAIMS ALL WARRANTIES OF  MERCHANTABILITY  AND FITNESS FOR A GENERAL
OR PARTICULAR  PURPOSE AND SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL AND/OR
CONSEQUENTIAL DAMAGES OF LICENSEE, ITS RETAILERS OR CUSTOMERS. LICENSEE SHALL BE
SOLELY  RESPONSIBLE  FOR  PROVIDING  THIRD-PARTY  PURCHASERS  FROM LICENSEE WITH
WARRANTY AND  REPAIR/REPLACEMENT  SERVICES FOR ANY DEFECTIVE  LICENSED PRODUCTS.
NOTWITHSTANDING  THE CONDITIONS SET FORTH IN THIS  PARAGRAPH,  NINTENDO WILL USE
ITS BEST EFFORTS TO RESOLVE ANY  CATASTROPHIC  DEFECT IN THE  LICENSED  PRODUCTS
PURCHASED BY LICENSEE FROM  NINTENDO.  A  "CATASTROPHIC  DEFECT" IS DEFINED AS A
MANUFACTURING  DEFECT RATE OF FIVE  PERCENT  (5%) OR GREATER IN ANY  SHIPMENT OF
LICENSED PRODUCTS TO LICENSEE.


10.  INFRINGEMENT OF LICENSED INTELLECTUAL  PROPERTIES AND LICENSEE'S TRADEMARKS
     AND COPYRIGHTS

     10.1  Reporting.  In the  event  any  claim is  asserted  against  LICENSEE
alleging  that  any  of  the  Licensed  Intellectual  Properties  constitute  an
infringement  of  another's  rights or if a claim is asserted  against  NINTENDO
alleging that the Licensed  Products  infringe the rights of a third party, then
the party with such knowledge shall promptly notify the other party.

     10.2 Licensed Intellectual Properties.  NINTENDO shall have the sole right,
at its  expense,  to  commence  and/or  defend a legal  action  or  negotiate  a
settlement  relating to any alleged  infringement  by the Licensed  Intellectual
Properties.  LICENSEE  agrees to give  reasonable  assistance  in any such legal
action,  but at no  expense  to it.  NINTENDO  shall be  entitled  to all of the
recovery or damages  collected  as a result of such legal  action or  negotiated
settlement.  In the  event  of a  legal  action  against  LICENSEE  alleging  an
infringement  by the  Licensed  Intellectual  Properties  as  incorporated  into
LICENSEE's Licensed Products which NINTENDO affirmatively selects in writing not
to defend,  LICENSEE may defend or settle such legal  action,  at its option and
expense.  NINTENDO agrees to provide reasonable assistance in defending any such
legal action.  LICENSEE  agrees to keep NINTENDO  fully informed with respect to
developments in any such legal action and to provide NINTENDO  reasonable notice
of the terms of any proposed settlement and to consider any comments by NINTENDO
before settlement is made.

     10.3  Infringement  of Licensed  Products.  LICENSEE shall take  reasonable
steps to abate any infringement of LICENSEE's copyrights and trademarks employed
in the Licensed Products.  LICENSEE shall also take all reasonable and necessary
steps, including legal action, to defend against any alleged infringement caused
by any of LICENSEE's  content in any Licensed  Product or any Artwork,  title or
designation  used in  conjunction  with any of the Licensed  Products.  NINTENDO
shall give to LICENSEE  reasonable  assistance and cooperation in any such legal
action, but at no expense to NINTENDO.


                                       10
<PAGE>

                                                                    CONFIDENTIAL

11.  TERM AND TERMINATION

     11.1  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 written notice thereof, then this Agreement shall automatically  terminate
on the date specified in such notice.

     11.2   Bankruptcy/Insolvency.   At  NINTENDO's  option,  and  for  its  own
convenience,  this Agreement can 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.

     11.3  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  expiration of
such sell-off  period,  shall be destroyed by LICENSEE  within ten (10) days and
proof of such destruction shall be delivered to NINTENDO certified by an officer
of LICENSEE.

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

     11.5  Licensed   Intellectual   Property  Rights.  Upon  expiration  and/or
termination  of this  Agreement,  LICENSEE  will  cease all use of the  Licensed
Proprietary  Information  for  any  purpose,  and  Sections  4.2 and 4.3 of this
Agreement,  pertaining to LICENSEE's obligation to not disclose to third parties
any Licensed  Proprietary  Information  shall  survive the  termination  of this
Agreement.  LICENSEE  shall also  return to  NINTENDO  all  writings,  drawings,
models,  data 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 were received from NINTENDO  constitute or
relate to or disclose any Licensed Proprietary Information without making copies
or otherwise retaining any such information.

     11.6 Termination by Nintendo's  Breach.  If this Agreement is terminated by
LICENSEE  as a  result  of a breach  of its  terms or  conditions  by  NINTENDO,
LICENSEE may continue to sell the Licensed  Products in the Territory  until the
expiration  of the  Term,  at  which  time the  provisions  herein  relating  to
termination other than by default of LICENSEE shall apply to any unsold Licensed
Products.

12.  GENERAL PROVISIONS

     12.1 Nonassignability/Sublicensing.  This Agreement is personal to LICENSEE
and may not be sold, assigned,  delegated,  sublicensed or otherwise transferred
or encumbered,


                                       11
<PAGE>

                                                                    CONFIDENTIAL


including by operation of law or by the sale or transfer of more than [*] of the
stock,  assets or ownership  interest or control of LICENSEE,  without the prior
written consent of NINTENDO.


     12.2 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 causes which
could not with  reasonable  diligence be controlled or prevented by the parties.
In the event of material  shortages,  including shortages of microcomputer chips
necessary for production of the Licensed  Products,  NINTENDO reserves the right
to allocate essential materials among itself and its licensees.

     12.3  Waiver;  Severability;  Integration.  The failure of either  party to
enforce any provision of this Agreement shall not be construed to be a waiver of
such  provision  or of the  right  of such  party  to  thereafter  enforce  such
provision.  In the event that any term,  clause or provision  of this  Agreement
shall be construed to be or adjudged invalid, void or unenforceable,  such term,
clause or provision shall be construed as severed from this  Agreement,  and the
remaining terms,  clauses and provisions shall remain in effect.  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.  Any amendment to this Agreement shall be in writing,  signed by both
parties.

     12.4 Governing Law; Venue.  This Agreement shall be governed by, subject to
and  construed  under the laws of the  State of  Washington.  Any legal  actions
prosecuted or instituted by NINTENDO or by LICENSEE under this  Agreement,  with
respect to any matters  arising  under or growing out of this  Agreement,  shall
only be brought in a court of competent jurisdiction in King County,  Washington
and each party hereby consents to the  jurisdiction and venue of such courts for
such purposes.

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

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

     12.7 Notices.  All notices required or permitted under this Agreement shall
be sufficiently  given when: (a) personally served or delivered;  (b) deposited,
postage  prepaid,  with a guaranteed  air courier  service,  addressed as stated
herein,  or to such other  person or address  either  party may  designate  in a
notice; or, (c) by facsimile,  with an original sent concurrently by


                                       12
<PAGE>

                                                                    CONFIDENTIAL

first class U.S.  mail.  Notice  shall be deemed  effective  upon the earlier of
actual receipt or two (2) business days after transmittal.

     12.8 Counterparts;  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.

     12.9 Time is of the  Essence.  Time is of the  essence  with regard to this
Agreement and the performance of the parties' obligations hereunder.

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

NINTENDO:                                          LICENSEE:

NINTENDO OF AMERICA INC.                           THE 3DO COMPANY


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


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

Date:    October 1, 1999                           Date:    September 23, 1999
      --------------------------------------             ---------------------

JEN:hjd


                                       13
<PAGE>


<TABLE>
                                                                                                          CONFIDENTIAL

                                                      SCHEDULE 1
                                               NINTENDO OF AMERICA INC.
                                                    PRICE SCHEDULE
                                              GAME BOY LICENSED GAME PAKS

<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Memory Capacity                     MBC            Battery       Previous NOA Price  Previous "Classic"    New Price
                                                                                     Price (shipped
                                                                                     before 12/31/94)
======================================================================================================================
<S>                                 <C>            <C>            <C>                <C>                   <C>
256K                                                              [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
512K                                MBC-1                         [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
1 Megabit                           MBC-1                         [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
2 Megabit                           MBC-1                         [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
4 Megabit                           MBC-1                         [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
8 Megabit                           MBC-1                         [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
512K X 64K SRAM                     MBC-1          Battery        [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
1 Megabit X 64K SRAM                MBC-1          Battery        [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
1 Megabit X 256K SRAM               MBC-1          Battery        [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
2 Megabit X 16K SRAM                MBC-1                         [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
2 Megabit X 64K SRAM                MBC-1          Battery        [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
4 Megabit X 64K SRAM                MBC-1                         [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
4 Megabit X 64K SRAM                MBC-1          Battery        [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
512K                                MBC-2          Battery        [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
1 Megabit                           MBC-2          Battery        [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
2 Megabit                           MBC-2          Battery        [*]                [*]                   [*]
----------------------------------------------------------------------------------------------------------------------
</TABLE>

EXTRA PACKAGING (must be ordered with product on a separate PO)
Game Pak Box                    [*]
Instruction Manual              [*]
Game Pak Label                  [*]
Game Pak Poster                 [*]
Warranty Card                   [*]
ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE.                     REV. 4/1/97

-------------------
*    Confidential portions omitted and filed separately with the Commission.

                                       14
<PAGE>

<TABLE>
                                                                                                          CONFIDENTIAL

                                                      SCHEDULE 2
                                               NINTENDO OF AMERICA INC.
                                                    PRICE SCHEDULE
                                           GAME BOY COLOR LICENSED GAME PAKS

<CAPTION>
----------------------------------------------------------------------------------------------------------------------
MEMORY CAPACITY                         MBC            BATTERY           RUMBLE PAK             PRICE
======================================================================================================================
<S>                                     <C>            <C>               <C>                    <C>
8 Megabit                               MBC-5                                                   [*]
----------------------------------------------------------------------------------------------------------------------
8 Megabit                               MBC-5                            Yes                    [*]
----------------------------------------------------------------------------------------------------------------------
8 Megabit X 64K SRAM                    MBC-5          Battery                                  [*]
----------------------------------------------------------------------------------------------------------------------
8 Megabit X 64K SRAM                    MBC-5          Battery           Yes                    [*]
----------------------------------------------------------------------------------------------------------------------
8 Megabit X 256K SRAM                   MBC-5          Battery                                  [*]
----------------------------------------------------------------------------------------------------------------------
8 Megabit X 256K SRAM                   MBC-5          Battery           Yes                    [*]
----------------------------------------------------------------------------------------------------------------------
16 Megabit                              MBC-5                                                   [*]
----------------------------------------------------------------------------------------------------------------------
16 Megabit                              MBC-5                            Yes                    [*]
----------------------------------------------------------------------------------------------------------------------
16 Megabit X 64K SRAM                   MBC-5          Battery                                  [*]
----------------------------------------------------------------------------------------------------------------------
16 Megabit X 64K SRAM                   MBC-5          Battery           Yes                    [*]
----------------------------------------------------------------------------------------------------------------------
16 Megabit X 256K SRAM                  MBC-5          Battery                                  [*]
----------------------------------------------------------------------------------------------------------------------
16 Megabit X 256K SRAM                  MBC-5          Battery           Yes                    [*]
----------------------------------------------------------------------------------------------------------------------
32 Megabit                              MBC-5                                                   [*]
----------------------------------------------------------------------------------------------------------------------
32 Megabit                              MBC-5                            Yes                    [*]
----------------------------------------------------------------------------------------------------------------------
32 Megabit X 64K SRAM                   MBC-5          Battery                                  [*]
----------------------------------------------------------------------------------------------------------------------
32 Megabit X 64K SRAM                   MBC-5          Battery           Yes                    [*]
----------------------------------------------------------------------------------------------------------------------
32 Megabit X 256K SRAM                  MBC-5          Battery                                  [*]
----------------------------------------------------------------------------------------------------------------------
32 Megabit X 256K SRAM                  MBC-5          Battery           Yes                    [*]
----------------------------------------------------------------------------------------------------------------------
8 Megabit X 64K SRAM                    MBC-3          Battery                                  [*]
----------------------------------------------------------------------------------------------------------------------
</TABLE>

EXTRA PACKAGING (must be ordered with product on a separate PO)
Game Pak Box                    [*]
Instruction Manual              [*]
Game Pak Label                  [*]
Game Pak Poster                 [*]
Warranty Card
ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE.                     REV. 2/1/99

-------------------
*    Confidential portions omitted and filed separately with the Commission.


Source: OneCLE Business Contracts.