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)

