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Confidential License Agreement [Amendment] - LodgeNet Entertainment Corp. and Nintendo of America Inc.

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October 11, 2002

Scott Petersen, Chief Executive Officer
LodgeNet Entertainment Corporation
3900 West Innovations Street
Sioux Falls, South Dakota 57107-7200
Via Fax: 605-988-1648

Re:       Amendment to Nintendo License Agreement

Dear Scott:

     In response to your request and your concerns regarding the continuing economic downturn in the travel and lodging industry, we have prepared the following proposal to amend the Confidential License Agreement for Use of Nintendo Video Game Systems with Hotel Guest Entertainment System between Nintendo of America Inc. (“Nintendo”) and LodgeNet Entertainment Corporation (“LodgeNet”) effective as of May 18, 1998, as amended by letter of December 12, 2001 (hereinafter, the “License Agreement”) to reflect our recent discussions and our commitment to the continuation of our relationship, as follows:

1.     Payment Terms: At Paragraph 8.1, the following new sentence shall be inserted immediately after the 4th sentence:

  “Alternatively, in lieu of placement of a letter of credit, LODGENET may, at its option, prepay the purchase price in cash, with payment due at the time of placement of its purchase order with NINTENDO. Cash payments shall be entitled to NINTENDO’s standard anticipation discount in effect for its customers from time to time, as of the date of payment.”

2.     Revised Royalty Rates and Terms: At Paragraph 8.3, following new subparagraph 8.3.4 shall be inserted:

  “8.3.4 Notwithstanding anything to the contrary set forth in 8.3.1, 8.3.2 or 8.3.3 or the letter amendment to this Agreement dated December 12, 2001, effective July 1, 2002 LODGENET shall pay NINTENDO a royalty for any Licensed Games utilized in a Hotel Guest System calculated as follows: For each Room, commencing with the 1st Room and ending with the *** Room, in which Nintendo Games are available, LODGENET shall pay NINTENDO at the rate of *** per Room, per Month; for each Room thereafter, LODGENET shall pay NINTENDO at the rate of *** per Room, per Month. LODGENET’s payments shall total not less than *** per Month.”

3.     Minimum Hotel Term: Paragraph 8.4, entitled “Minimum Royalty Terms for Each Licensed Hotel,” shall be deleted in its entirety.



4.     Continuing Use of Licensed Games: Paragraph 13.6 shall be deleted and replaced with the following new Paragraph 13.6:

“13.6 Option to Extend Use of Licensed Games Only. Provided this Agreement has not been terminated due to breach or default by LODGENET, upon Notice to NINTENDO within 90 days prior to the expiration of the Term, LODGENET (and its Approved Subdistributors and Licensed Hotels) may extend this Agreement and continue use of the Licensed Games on the Nintendo Systems as a part of the Hotel Guest System for up to five (5) years after the expiration of the Term, provided that LODGENET shall continue to perform or guarantee all of the obligations under the terms of this Agreement with respect to use of such Licensed Games (including the removal of Licensed Game titles prior to the expiration date on the Game List, the payment of applicable royalties and the deliver and/or maintenance of reports and records), provided further, that NINTENDO shall have no continuing obligation to sell or provide warranties regarding the Nintendo Systems or the N64 Controllers, and, provided further, that neither party shall be bound by any obligation under paragraph 14.2 herein. Thereafter, the rights of LODGENET may be extended on a year to year basis, upon mutual written agreement of the parties.”

     This letter and its contents will be confidential and will not be disclosed by Nintendo or LodgeNet, except to our authorized representatives and to our respective parent corporations.

     I believe these changes reflect our mutual agreement and understanding. Except as otherwise provided herein, all other terms and conditions of the License Agreement shall remain unchanged. If you have any questions, please contact me. If this proposal is in order, please sign as indicated below and return a copy of this letter to me at your earliest convenience.

 Best Regards,

 /s/ C. Peter Eck

 C. Peter Eck, Director, Network Planning



By:  /s/ Scott Petersen
Its:  CEO
Date:  October 16, 2000
cc:  Steve Truckenmiller, LodgeNet Entertainment Corp.
   Phillip M. Rogers, Nintendo of America Inc.
   Sayoko Blodgett-Ford, Nintendo of America Inc.