LIMITED PROGRAM SOURCE CODE LICENSE

     This Limited Program Source Code License (the "Agreement") is between Id Software, Inc., a Texas corporation, (hereinafter "Id Software") and Licensee (as defined below) and is made effective beginning on the date you, the Licensee, download the Code, as defined below, (the "Effective Date").  BY DOWNLOADING THE CODE, AS DEFINED BELOW, YOU, THE LICENSEE, AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.  YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING THE CODE.  EVERY PERSON IN POSSESSION OF AN AUTHORIZED COPY, AS DEFINED BELOW, OF THE CODE SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

	R E C I T A L S

WHEREAS, Id Software is the owner and developer of the computer software program source code accompanied by this Agreement (the "Code");

WHEREAS, Id Software desires to license certain limited non-exclusive rights regarding the Code to Licensee; and

WHEREAS, Licensee desires to receive a limited license for such rights.

	T E R M S    A N D    C O N D I T I O N S

     NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties do hereby agree as follows:

1.  Definitions.  The parties hereto agree the following definitions shall apply to this Agreement:

     a.  "Authorized Copy" shall mean a copy of the Code obtained by Authorized Means, as defined below.  A copy of the Code is not an "Authorized Copy" unless it is accompanied by a copy of this Agreement and obtained by Authorized Means.  A Modified Copy, as defined below, is not an Authorized Copy;

     b.  "Authorized Means" shall mean obtaining an Authorized Copy only by downloading the Authorized Copy from Id Software's Internet web site or from another web site authorized or approved by Id Software for such purposes or by obtaining an Authorized Copy by electronic means via the Internet;

     c.  "Code" shall mean the computer software program source code which accompanies this Agreement and includes Code included within any Modified Copy and which is the code that constitutes the Authorized Copy;

     d.  "Game" shall mean QUAKE II;

     e.  "Licensee" shall mean you, the person who is in possession of an Authorized Copy by Authorized Means; and

     f.  "Modified Copy" shall mean a copy of the Code first obtained by Authorized Means which is subsequently modified by Licensee, as provided in paragraph 2. below.

2.  Grant of Rights.  Subject to the terms and provisions of this Agreement, Id Software hereby grants to Licensee and Licensee hereby accepts, a limited, world-wide (except as otherwise provided herein), non-exclusive, non-transferable, and non-assignable license to:  (i) use the Authorized Copy and the Modified Copy, as defined above, for the development by Licensee of extra levels operable with the Game (the "Extra Levels"); (ii) incorporate all or a portion of the Authorized Copy and the Modified Copy within the Extra Levels; (iii) distribute by way of a sublicense limited by the terms of this Agreement, free of charge and at no cost, the Authorized Copy and the Modified Copy to the extent such Modified Copy and such Authorized Copy, or a portion thereof, is included within the Extra Levels; (iv) distribute by way of a sublicense limited by the terms of this Agreement, free of charge and at no cost, by electronic transmission via  the Internet only the Authorized Copy without any alteration or modification along with a copy of this Agreement which must always accompany the Authorized Copy; (v) modify the Authorized Copy in order to create a Modified Copy, as defined above; and (vi) distribute the Modified Copy by way of a sublicense limited by the terms of this Agreement, free of charge and at no cost, by electronic transmission via the Internet only.  Each person or entity who/which receives a copy of the Code shall be subject to the terms of this Agreement but, no rights are granted to any person or entity who/which obtains, receives, or is in possession of any copy of the Code by other than Authorized Means.

3.  Reservation of Rights and Prohibitions.  Id Software expressly reserves all rights not granted herein.  Licensee shall not make any use of the trademarks relating to the Game or Id Software (the "Trademarks").  Any use by Licensee of the Authorized Copy or the Modified Copy not expressly permitted in paragraph 2. above is expressly prohibited and any such unauthorized use shall constitute a material breach of this Agreement by Licensee.  Any use of the Code, whether included within a Modified Copy or otherwise, and/or the Authorized Copy not permitted in this Agreement shall constitute an infringement or violation of Id Software's copyright in the Code.  Licensee shall not copy, reproduce, manufacture or distribute (free of charge or otherwise) the Authorized Copy or the Modified Copy in any tangible media, including, without limitation, a CD ROM.  Licensee shall not commercially exploit by sale, lease, rental or otherwise the Authorized Copy or the Modified Copy whether included within Extra Levels or otherwise.  Licensee shall not commercially exploit by sale, lease, rental or otherwise any Extra Levels developed by the use of the Code, whether in whole or in part.  Licensee is not receiving any rights hereunder regarding the Game, the Trademarks or any audio-visual elements, artwork, sound, music, images, characters, or other element of the Game.  Licensee may modify the Authorized Copy in order to create a Modified Copy, as noted above, but all sublicensees who receive the Modified Copy shall not receive any rights to commercially exploit or to make any other use of the Code included therein except the right to use such Code for such sublicensee's personal entertainment. By way of example and not exclusion, a sublicensee for the Modified Copy shall not further modify the Code within the Modified Copy.  Only the Licensee who obtains the Code by Authorized Means shall be permitted to modify such Code on the terms as described in this Agreement.

4.  Additional Obligations.  In addition to the obligations of Licensee otherwise set forth in this Agreement, during the Term, and thereafter where specified, Licensee agrees that: 

     a.  Licensee will not attack or challenge the ownership by Id Software of the Code, the Authorized Copy, the Game, the Trademarks, or any copyright, patent or trademark or other intellectual property right related thereto and Licensee will not attack or challenge the validity of the license granted hereunder during the Term or thereafter; and

     b.  Licensee will promptly inform Id Software of any unauthorized use of the Code, the Authorized Copy, the Trademarks, or the Game, or any portions thereof, and will reasonably assist Id Software in the enforcement of all rights Id Software may have against such unauthorized users.

5.  Ownership.  Title to and all ownership rights in and to the Code, whether included within the Modified Copy, the Authorized Copy or otherwise, the Game, the Authorized Copy, and the Trademarks and the copyrights, trade secrets, trademarks, patents and all other intellectual property rights related thereto shall remain with Id Software which shall have the exclusive right to protect the same by copyright or otherwise.   Licensee shall have no ownership rights in or to the Game, the Code, the Authorized Copy or the Trademarks.  Licensee acknowledges that Licensee, by this Agreement, is only receiving a limited license to use the Authorized Copy, as specified in paragraph 2. of this Agreement.

6.   Compliance with Applicable Laws.  In exercising Licensee's limited rights hereunder, Licensee shall comply with all applicable laws, [including, without limitation, 22 U.S.C., section 2778 and 22 U.S.C. C.F.R. Parts 120-130 (1995)] regulations, ordinances and statutes, including, but not limited to, the import/export laws and regulations of the United States and its governmental and regulatory agencies (including, without limitation, the Bureau of Export Administration and the U.S. Department of Commerce) and all applicable international treaties and laws.

7.  Term and Termination.  

     a.  The term of this Agreement and the license granted herein begins on the Effective Date and shall expire, without notice, on a date one (1) calendar year from the Effective Date (the "Term").  

     b.  Either party may terminate this Agreement, for any reason or no reason, on thirty (30) days written notice to the other party.  Termination will be effective on the thirtieth (30th) day following delivery of the notice of termination.  Notwithstanding anything to the contrary herein, this Agreement shall immediately terminate, without the requirement of any notice from Id Software to Licensee, upon the occurrence of any of the following "Terminating Events":  (i) if Licensee  files a petition in bankruptcy; (ii) if Licensee makes an assignment for the benefit of creditors; (iii) if any bankruptcy proceeding or assignment for benefit of creditors is commenced against Licensee and not dismissed within sixty (60) days after the date of its commencement; (iv) the insolvency of Licensee; or (v) a breach, whether material or otherwise, of this Agreement by Licensee.  Upon the occurrence of a Terminating Event, this Agreement and any and all rights hereunder shall terminate without prejudice to any rights or claims Id Software may have, and all rights granted hereunder shall revert, without notice, to and be vested in Id Software.

     c.  Termination or expiration of this Agreement shall not create any liability against Id Software and shall not relieve Licensee from any liability which arises prior to termination or expiration.  Upon expiration or earlier termination of this Agreement, Licensee shall have no further right to exercise the rights licensed hereunder or otherwise acquired in relation to this Agreement.

8.  Licensee's Warranties.  Licensee warrants and represents that:   (i) Licensee has full legal rights and authority to enter into and become bound by the terms of this Agreement; (ii) Licensee has full legal rights and authority to perform Licensee?s obligations hereunder; (iii) Licensee will comply, at all times during the Term, with all applicable laws, as set forth hereinabove; (iv) all modifications which Licensee performs on the Code in order to create the Modified Copy and all non-Id Software property included within Extra Levels shall not infringe against or misappropriate any third party rights, including, without limitation, copyrights and trade secrets; and (v) the use or non-use of all modifications which Licensee performs on the Code in order to create the Modified Copy and all non-Id Software property included within Extra Levels shall not infringe against or misappropriate any third party rights, including, without limitation, copyrights and trade secrets.

9.  Indemnification.  Licensee hereby agrees to indemnify, hold harmless and defend Id Software and Id Software's predecessors, successors, assigns, officers, directors, shareholders, employees, agents, representatives, licensees (but not including Licensee), sublicensees, distributors, attorneys and accountants (collectively, the "Id Related Parties") from and against any and all "Claims", which shall mean all damages, claims, losses, causes of action, liabilities, lawsuits, judgments and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from, relating to or in connection with (i) a breach of this Agreement by Licensee and/or (ii) Licensee's use or non-use of the Code, whether the Authorized Copy or whether a portion of the Code as may be included within the Modified Copy or within Extra Levels.  Id Software agrees to notify Licensee of any such Claims within a reasonable time after Id Software learns of same.  Licensee, at its own expense, shall defend Id Software and the Id Related Parties from and against any and all Claims.  Id Software and the Id Related Parties reserve the right to participate in any defense of the Claims with counsel of their choice, and at their own expense.  In the event Licensee fails to provide a defense, then Licensee shall be responsible for paying the attorneys' fees and expenses incurred by Id Software and the Id Related Parties regarding the defense of the Claims.  Id Software and the Id Related Parties, as applicable, agree to reasonably assist in the defense of the Claims.  No settlement by Licensee of any Claims shall be valid unless Licensee receives the prior written consent of Id Software and the Id Related Parties, as applicable, to any such settlement, with consent may be withheld in Id Software's and the Id Related Parties' sole discretion. 

10.  Limitation of Liability.  UNDER NO CIRCUMSTANCES SHALL ID SOFTWARE BE LIABLE TO LICENSEE FOR ACTUAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES, WHETHER OR NOT ID SOFTWARE RECEIVES NOTICE OF ANY SUCH DAMAGES.

11.  Disclaimer of Warranties.  ID SOFTWARE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE CODE, THE AUTHORIZED COPY AND OTHERWISE.

12.  Goodwill.  Licensee recognizes the great value of the goodwill associated with the Game and the Trademarks, and acknowledges that such goodwill, now existing and hereafter created, exclusively belongs to Id Software and that the Trademarks have acquired a secondary meaning in the mind of the public.

13.  Remedies.  In the event of a breach of this Agreement by Id Software, Licensee's sole remedy shall be to terminate this Agreement by delivering written notice of termination to Id Software.  In the event of a breach by Licensee of this Agreement, Id Software may pursue the remedies to which Id Software is entitled under applicable law and this Agreement.  Licensee agrees that Licensee's unauthorized use of the Authorized Copy would immediately and irreparably damage Id Software, and in the event of such threatened or actual unauthorized use, Id Software shall be entitled to an injunctive order appropriately restraining and/or prohibiting such unauthorized use without the necessity of Id Software posting bond or other security.  Pursuit of any remedy by Id Software shall not constitute a waiver of any other right or remedy of Id Software under this Agreement or under applicable law.

14.  Choice of Law, Venue and Service of Process.  This Agreement shall be construed in accordance with the laws of the State of Texas and applicable United States federal law and all claims and/or lawsuits in connection with this Agreement must be brought in Dallas County, Texas where exclusive venue shall lie.  Licensee hereby agrees that service of process by certified mail to the address set forth below, with return receipt requested, shall constitute valid service of process upon Licensee.  If for any reason Licensee has moved or cannot be validly served, then Licensee appoints the Secretary of State of the state of Texas to accept service of process on Licensee's behalf.

15.  Delivery of Notices.  Unless otherwise directed in writing by the parties, all notices given hereunder shall be sent to the last known address of addressee.  All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or on the date deposited in the United States Postal Service, postage prepaid, by certified mail, return receipt requested, or telegraphed and confirmed, or delivered by electronic facsimile and confirmed.  Any notice to Id Software shall also be sent to its counsel: D. Wade Cloud, Jr., Hiersche, Martens, Hayward, Drakeley & Urbach, P.C., 15303 Dallas Parkway, Suite 700, LB 17, Dallas, Texas  75248.

16.  No Partnership, Etc.  This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Id Software and Licensee.  Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.

17.  Entire agreement.  This Agreement constitutes the entire understanding between Licensee and Id Software regarding the subject matter hereof.  Each and every clause of this Agreement is severable from the whole and shall survive unless the entire Agreement is declared unenforceable.  No prior or present agreements or representations between the parties hereto regarding the subject matter hereof shall be binding upon the parties hereto unless incorporated in this Agreement.  No modification or change in this Agreement shall be valid or binding upon the parties hereto unless in writing and executed by the parties to be bound thereby.

18.  Assignment.  This Agreement shall bind and inure to the benefit of Id Software, its successors and assigns, and Id Software may assign its rights hereunder, in Id Software's sole discretion.  This Agreement is personal to Licensee, and Licensee shall not assign, transfer, convey nor franchise its rights granted hereunder.  As provided above, Licensee may sublicense Licensee's limited rights herein by transferring the Authorized Copy by Authorized Means.  As noted, each sublicensee in possession of a copy of the Authorized Copy shall be subject to the terms and conditions of this Agreement.

19.  Survival.  The following provisions shall survive the expiration or earlier termination of this Agreement:  paragraphs 5., 8., 9., 10., 11., 12., 13., 14., 15., 16., 17., 19., 20.a. and 20.b.

20.  Miscellaneous.  

      a.  All captions in this Agreement are intended solely for the convenience of the parties, and none shall effect the meaning or construction of any provision.

      b.  The terms and conditions of this Agreement have been negotiated fully and freely among the parties.  Accordingly, the preparation of this Agreement by counsel for a given party will not be material to the construction hereof, and the terms of this Agreement shall not be strictly construed against such party.

BY DOWNLOADING THE CODE, AS DEFINED ABOVE, YOU, THE LICENSEE, AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.


February 12, 1998


LIMITED  PROGRAM SOURCE CODE LICENSE	PAGE 1