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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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