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License Agreement for Game Boy, Game Boy Color and Game Boy Pocket Handheld Video Game Systems [Amendment No. 1] - Nintendo of America Inc. and THQ Inc.

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              FIRST AMENDMENT TO THE CONFIDENTIAL LICENSE AGREEMENT
                FOR GAME BOY, GAME BOY COLOR AND GAME BOY POCKET
                           HANDHELD VIDEO GAME SYSTEMS



THIS FIRST AMENDMENT ("First Amendment") amends that certain Confidential
License Agreement for Nintendo Game Boy, Game Boy Color and Game Boy Pocket
Handheld Video Game Systems dated March 9, 1999 between Nintendo of America Inc.
("Nintendo") and THQ Inc. ("Licensee") ("Original Agreement").

RECITALS

The Original Agreement expires on March 8, 2002, and the parties desire to
extend the Term of the Original Agreement for an additional two (2) years.

The definitions in the Original Agreement are incorporated by reference into
this First Amendment and shall be deemed to have the same meanings and those
ascribed to them in the Original Agreement unless otherwise set forth herein.

NOW, THEREFORE, the parties agree as follows:

1.      The definition of "Term" as set forth in Section 2.19 of the Original
        Agreement is hereby deleted in its entirety and replaced with the
        following:

        "'Term' shall mean five (5) years from the Effective Date."

2.      All other terms and conditions of the Original Agreement shall remain in
        full force and effect. This First Amendment may be signed in
        counterparts and by facsimile, which together shall constitute one
        original First Amendment. This First Amendment shall be effective as of
        March 8, 2002.


IN WITNESS WHEREOF, the parties have entered into this First Amendment.


NINTENDO:                                   LICENSEE:

Nintendo of America Inc.                    THQ Inc.



By: /S/ JOHN BAUER                          By: /s/ BRIAN J. FARRELL
    -------------------------------            --------------------------------
    JOHN BAUER

Its: Evp; Administration                    Its: Pres & CEO
     ------------------------------              ------------------------------

Date: 02/27/02                              Date: 2-25-02
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