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

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April 28, 2003

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:

     Nintendo of America, Inc. (“Nintendo”) is pleased to provide the following amendment to LodgeNet Entertainment Corporation (“LodgeNet”) to expand your video game system offerings to include the combination of our latest game technologies, the NINTENDO GAMECUBE and Game Boy Advance systems. This letter agreement amends the existing License Agreement effective as of May 18, 1998 between Nintendo and LodgeNet, as amended, (hereinafter, the “Agreement”) and confirms our commitment to the continuation of our valued relationship with LodgeNet, as follows:

     Nintendo and LodgeNet will work cooperatively to complete the technical specifications and testing for a new game application compatible with LodgeNet’s existing hotel guest entertainment systems. This new system will include the technology and operating systems of the NINTENDO GAMECUBE system and the Game Boy Advance (“AGB”) system, creating a system addition that will play either NINTENDO GAMECUBE games or Game Boy Advance games. This new “Modified Nintendo GameCube/AGB” will be licensed by Nintendo to LodgeNet on the same terms as the existing Nintendo N64, with no increase in the per Room royalty rate. Following testing to the satisfaction of both Nintendo and LodgeNet, the Modified Nintendo GameCube/AGB system will be installed by LodgeNet in their Licensed Hotels in accordance with a mutually agreed upon production and installation schedule.

     Where appropriate throughout the Agreement, whenever the term “N64” appears, there shall be added immediately thereafter the following words: “and/or the Modified Nintendo GameCube/AGB.”

     In addition, whenever the term “N64 Controller” appears, there shall be added immediately thereafter the following words: “and/or the Modified Nintendo GameCube/ABG controller.”

     In Section 8.2 of the Agreement, the words “one hundred and twenty (120) days” shall be deleted and replaced with “one hundred and fifty (150) days” to reflect the additional time needed by Nintendo to fulfill orders.

     Except as otherwise provided herein, all other terms and conditions of the Agreement between Nintendo and LodgeNet shall remain unchanged and in full force and effect. If this



understanding meets with your approval, please countersign a copy of this letter as indicated below and return it to me at your earliest convenience. If you have any questions, please do not hesitate to contact me.

 Best Regards,

 /s/ C. Peter Eck

 C. Peter Eck, Director, Network Planning



By:  /s/ Scott Petersen
Its:  CEO
Date:  May 1, 2003
cc:  Steve Truckenmiller, LodgeNet Entertainment Corp.
   Sayoko Blodgett-Ford, Nintendo of America Inc.