LIMITED USE SOFTWARE DEMO LICENSE AGREEMENT

This Limited Use Software Demo 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
entitled QUAKE II, by loading or running the game program, or by
placing or copying the game program onto your computer hard drive,
computer RAM or other storage, you are agreeing to be bound by the
terms of this Agreement.  

ID SOFTWARE LICENSE

1.  Grant of License.  ID grants to you the non-exclusive limited
right to use this Id Software game program in executable or object
code form only (the "Software"), which is the demo version of the
Software, for the limited purpose of testing the compatibility of
your computer system with the Software and for recreational
purposes.  The term "Software" includes all elements of the
Software such as data files and screen displays.  You are not
receiving any ownership or proprietary right, title or interest in
or to the Software or the copyright, trademarks, or other rights
related thereto.  For purposes of this section, "use" means loading
the Software into RAM and/or onto computer hard drive, as well as
installation of the Software 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)
by you or any one at your direction and that you will not utilize
and will not authorize anyone to utilize, in any other manner, the
Software in violation of any applicable law.  The Software may not
be downloaded or otherwise exported or reexported into (or to a
national or resident of) any country to which the U.S. has
embargoed goods or to anyone or into any country who/which are
prohibited, by applicable law, from receiving such property.

2.  Prohibitions.  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 (except by electronic means, as
permitted by section 3. hereinbelow) by any means, including, but
not limited to direct mail, retail, mail order or other means;

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

g.  disassemble, reverse engineer, disassemble, decompile, modify
or alter the Software;

h.  translate the Software;

i.  reproduce or copy the Software (except as permitted by section
3. hereinbelow);

j.  publicly display the Software; or

k.  prepare or develop derivative works based upon the Software.

3.  Permitted Electronic Distribution and Copying.  So long as this
Agreement accompanies the Software at all times, ID grants to you
the limited right to distribute, free of charge, and by electronic
means only, the Software.  Anyone who receives the Software from a
Provider shall be limited to all the terms and conditions of this
Agreement.  You may make only the following copies of the Software:  
(i) you may download the Software from the Internet and onto your
computer hard drive; (ii) you may copy the Software from your
computer hard drive into your computer RAM; and (iii) you may make
one (1) "back up" or archival copy of the Software on one (1) hard
disk.

4.  Copyright.  The Software and all copyrights, trademarks and all
other conceivable intellectual property rights related to the
Software are owned by ID and are protected by United States
copyright laws, international treaty provisions and all applicable
law, such as the Lanham Act.  You must treat the Software like any
other copyrighted material, as required by 17 U.S.C., §101 et seq.
and other applicable law.  You agree to use your best efforts to
see that any user of the Software licensed hereunder complies with
this Agreement.  You agree that you are receiving a copy of the
Software by license only and not by sale and that the "first sale"
doctrine of 17 U.S.C. §109 does not apply to your receipt or use of
the Software.

5.  NO WARRANTIES.  ID DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE SOFTWARE.  ID DOES NOT WARRANT THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE
WILL MEET YOUR SPECIFIC REQUIREMENTS.  ADDITIONAL STATEMENTS SUCH
AS PRESENTATIONS, WHETHER ORAL OR WRITTEN, DO NOT CONSTITUTE
WARRANTIES BY ID AND SHOULD NOT BE RELIED UPON.

6.  Venue and Liability Limitation.  This Agreement shall be
construed in accordance with and governed by the laws of the State
of Texas and U.S. federal law.  Copyright and other proprietary
matters will be governed by United States laws and international
treaties.  Exclusive venue for all litigation regarding this
Agreement shall be in Dallas County, Texas and you agree to submit
to the jurisdiction of the courts in Dallas, Texas for any such
litigation.  IN ANY CASE, NEITHER ID NOR ID'S OFFICERS, EMPLOYEES,
DIRECTORS, AGENTS, LICENSEES, SUBLICENSEES, SUCCESSORS OR ASSIGNS
SHALL BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS, LOST SAVINGS,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER
SIMILAR DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF
CONTRACT, NEGLIGENCE, STRICT PRODUCT  LIABILITY, OR OTHER LEGAL
THEORY EVEN IF ID OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES ARE FORESEEABLE, OR LIABLE
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.

7.  U.S. Government Restricted Rights.  To the extent applicable,
the United States Government shall only have those rights to use
the Software as expressly stated and expressly limited and
restricted in this Agreement, as provided in 48 C.F.R. §§
227.7202-1 through 227.7204, inclusive.

8.  General Provisions.  Neither this Agreement nor any part or
portion hereof shall be assigned or sublicensed by you.  ID may
assign its rights under this Agreement in ID's sole discretion. 
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 ID 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 term of this Agreement, YOUR LICENSE IS
AUTOMATICALLY TERMINATED, WITHOUT NOTICE.  In the event this
Agreement is terminated, you shall have no right to use the
Software, in any manner and you shall immediately destroy all
copies of the Software in your possession, custody or control.

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 OR RAM, YOU
AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. 
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 HERETO. 
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.
