SHAREWARE VERSION: QUAKE
LIMITED USE SOFTWARE LICENSE AGREEMENT

       This Limited Use Software License Agreement (the "Agreement") is a
       legal agreement between you, the end-user, and id Software, Inc.
       ("ID").  By continuing the installation of this game program, by
       loading or running the game, or by placing or copying the game
       program onto your computer hard drive, you are agreeing to be bound
       by the terms of this Agreement.

ID SOFTWARE LICENSE

       1.      Grant of License.  ID grants to you the limited right to use
       one (1) copy of the enclosed or foregoing Id Software game program
       (the "Software"), which is the shareware version or episode one of
       the game program.  For purposes of this section, "use" means loading
       the Software into RAM, as well as installation on a hard disk or
       other storage device. You agree that the Software will not be
       shipped, transferred or exported into any country in violation of
       the U.S. Export Administration Act (or any other law governing such
       matters) and that you will not utilize, in any other manner, the
       Software in violation of any applicable law.

       2.      Commercial Use is Prohibited.  Under no circumstances shall
       you, the end-user, be permitted, allowed or authorized to
       commercially exploit the Software, or any portion thereof, such
       as a screen display or a screenshot.  Neither you nor anyone at your
       direction shall do any of the following acts:

       a.      Rent the Software;

       b.      Sell the Software;

       c.      Lease or lend the Software;

       d.      Offer the Software on a pay-per-play basis;

       e.      Distribute the Software for money or any other
               consideration; or

       f.      In any other manner and through any medium
               whatsoever commercially exploit the Software or use
               the Software for any commercial purpose.

       3.      Additional Prohibited Uses.  Neither you, nor anyone at your
       direction, shall take the following action in regard to the
       Software, or any portion thereof, such as a screen display or
       a screenshot:

       a.      Modify, disassemble, reverse engineer or decompile
               the Software;

       b.      Translate the Software;

       c.      Reproduce the Software;

       d.      Publicly display the Software; or

       e.      Prepare derivative works based upon the Software.

       4.     Use of Other Material is Prohibited.  Use, in any manner, of
       the trademarks, such as Quake(tm) and the NIN(r) logo, logos, symbols,
       art work, images, screen displays or screenshots, sound effects, music,
       and other such material contained within, generated by or relating to
       the Software is prohibited.

       5.      Restrictions Apply to Third Parties.  The prohibitions and
       restrictions described herein apply to anyone in possession of
       the Software.

       6.      Permitted Distribution. So long as this Agreement
       accompanies the Software at all times, ID grants to Providers the
       limited right to distribute, free of charge, except normal access
       fees, and by electronic means only, the Software; provided, however,
       the Software must be so electronically distributed only in a
       compressed format. The term "Providers," as used in the foregoing
       sentence, shall mean persons whose business it is to provide
       services on the Internet, on commercial online networks, or on the
       BBS. Anyone who receives the Software from a Provider shall be
       limited to all the terms and conditions of this Agreement. Further,
       ID grants to you, the end-user, the limited right to distribute,
       free of charge only, the Software as a whole.

       7.      Copyright. The Software is owned by ID and is protected by
       United States copyright laws and international treaty provisions.
       You must treat the Software like any other copyrighted material,
       except that you may make copies of the Software to give to other
       persons. You may not charge or receive any consideration from any
       other person for the receipt or use of the Software. You agree to
       use your best efforts to see that any user of the Software licensed
       hereunder complies with this Agreement.

       8.      Limited Warranty. ID warrants that if properly installed and
       operated on a computer for which it is designed, the Software will
       perform substantially in accordance with its designed purpose for a
       period of ninety (90) days from the date the Software is first
       obtained by an end-user. ID's entire liability and your exclusive
       remedy shall be, at ID's option, either (a) return of the retail
       price paid, if any, or (b) repair or replacement of the Software
       that does not meet ID's Limited Warranty. To make a warranty claim,
       return the Software to the point of purchase, accompanied by proof
       of purchase, your name, your address, and a statement of defect, or
       return the Software with the above information to ID.  This Limited
       Warranty is void if failure of the Software has resulted in whole
       or in part from accident, abuse, misapplication or violation of this
       Agreement. Any replacement Software will be warranted for the
       remainder of the original warranty period or thirty (30) days,
       whichever is longer. This warranty allocates risks of product
       failure between Licensee and ID. ID's product pricing reflects this
       allocation of risk and the limitations of liability contained in
       this warranty.

       9.      NO OTHER WARRANTIES. ID DISCLAIMS ALL OTHER  WARRANTIES,
       EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED
       WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A pARTICULAR PURPOSE
       WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS,
       IF ANY. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU
       MAY HAVE OTHERS WHICH VARY FROM JURISDICTION TO JURISDICTION. ID
       DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE
       UNINTERRUPTED, ERROR FREE OR MEET LICENSEE'S SPECIFIC REQUIREMENTS.
       THE WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER EXPRESS
       WARRANTIES WHETHER ORAL OR WRITTEN. THE AGENTS, EMPLOYEES,
       DISTRIBUTORS, AND DEALERS OF ID ARE NOT AUTHORIZED TO MAKE
       MODIFICATIONS TO THIS WARRANTY, OR ADDITIONAL WARRANTIES ON BEHALF
       OF ID. ADDITIONAL STATEMENTS SUCH AS DEALER ADVERTISING OR
       PRESENTATIONS, WHETHER ORAL OR WRITTEN, DO NOT CONSTITUTE WARRANTIES
       BY ID AND SHOULD NOT BE RELIED UPON.

       10.      Exclusive Remedies. You agree that your exclusive remedy
       against ID, its affiliates, contractors, suppliers, and agents for
       loss or damage caused by any defect or failure in the Software
       regardless of the form of action, whether in contract,tort,
       including negligence, strict liability or otherwise, shall be the
       return of the retail purchase price paid, if any, or replacement of
       the Software. This Agreement shall be construed in accordance with
       and governed by the laws of the State of Texas. Copyright and other
       proprietary matters will be governed by United States laws and
       international treaties. IN ANY CASE, ID SHALL NOT BE LIABLE FOR LOSS
       OF DATA, LOSS OF PROFITS, LOST SAVINGS, SPECIAL, INCIDENTAL,
       CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES ARISING FROM BREACH
       OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHER LEGAL THEORY
       EVEN IF ID OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
       DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. Some jurisdictions do
       not allow the exclusion or limitation of incidental or consequential
       damages, so the above limitation or exclusion may not apply to you.

       11.     General Provisions. Neither this Agreement nor any part or
       portion hereof shall be assigned or sublicensed, except as described
       herein. Should any provision of this Agreement be held to be void,
       invalid, unenforceable or illegal by a court, the validity and
       enforceability of the other provisions shall not be affected thereby.
       If any provision is determined to be unenforceable, you agree to a
       modification of such provision to provide for enforcement of the
       provision's intent, to the extent permitted by applicable law.  Failure
       of a party to enforce any provision of this Agreement shall not
       constitute or be construed as a waiver of such provision or of the
       right to enforce such provision. If you fail to comply with any terms
       of this Agreement, YOUR LICENSE IS AUTOMATICALLY TERMINATED.

       YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND
       THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION
       OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING
       OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO
       BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS. YOU FURTHER
       AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN ID AND
       YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE
       RIGHTS AND LIABILITIES OF THE PARTIES. THIS AGREEMENT SUPERSEDES
       ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY
       OTHER COMMUNICATIONS BETWEEN ID AND YOU RELATING TO THE SUBJECT
       MATTER OF THIS AGREEMENT.

       June 21, 1996

       SHAREWARE VERSION: QUAKE LIMITED USE SOFTWARE LICENSE AGREEMENT
       (DWC:dw:3406.0024:DWC\doc:1163)

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