FIRST AMENDMENT TO THE CONFIDENTIAL LICENSE AGREEMENT FOR THE GAME BOY ADVANCE

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              FIRST AMENDMENT TO THE CONFIDENTIAL LICENSE AGREEMENT

                            FOR THE GAME BOY ADVANCE

THIS FIRST AMENDMENT ("First Amendment") amends that certain Confidential

License Agreement for Game Boy Advance dated May 10, 2001 between Nintendo of

America, Inc. ("Nintendo") and Majesco Sales, Inc. ("Licensee") ("Original").

RECITALS

The Original Agreement expires on May 10, 2004, and the parties desire to extend

the Term of the Original Agreement for an additional three (3) years.

The definitions in the Original Agreement are incorporated by reference into

this First Amendment and shall be deemed to have the same meanings as those

ascribed to them in the Original Agreeme