3zb2/LICENSE

        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