=============================================================================
                             Epic MegaGames, Inc.

                    LIMITED USE SOFTWARE LICENSE AGREEMENT
=============================================================================

Epic MegaGames, Inc. ("Epic") grants to you, the end user, a limited
license to install and use this game program, and to use the associated
information and written materials (collectively the "Game Materials"),
subject to the terms of this Limited Use Software License Agreement
("Agreement").  This is a legal contract between you, the end user, and
Epic.  PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE GAME
PROGRAM.

IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR
USE THE GAME PROGRAM, AND YOU MUST RETURN THE GAME AND GAME MATERIALS TO
EPIC MEGAGAMES IMMEDIATELY.

1.  Grant of License.  Epic hereby grants to you, and you accept, a non-
exclusive license to use the game program and the computer software
contained therein in object-code-only form (collectively referred to as
the "Game"), and the accompanying information and written materials
(collectively referred to as the "Game Materials"), only as authorized
in this Agreement.  THE GAME MAY BE USED ONLY ON A SINGLE COMPUTER OWNED,
LEASED, OR OTHERWISE CONTROLLED BY YOU; or in the event of the
inoperability of that computer, on a backup computer selected by you.
Neither concurrent use on two or more computers nor use in a local area
network or other network is authorized without the advance written
consent of Epic and the payment of additional license fees.  You agree
that you will not assign, sublicense, transfer, pledge, lease, rent, or
share your rights under this Agreement.

2.  Copying Prohibited.  Except as authorized under this paragraph, NO
COPIES OF THE GAME OR ANY PORTIONS THEREOF MAY BE MADE BY YOU OR ANY
PERSON UNDER YOUR AUTHORITY OR CONTROL.  Upon downloading or installing
the Game into your computer, you may make and retain one copy of the
Game for the purpose of backup in the event that the Game is damaged or
destroyed.  Any such copy of the Game shall include Epic's copyright and
other proprietary notices.  

3.  Licensor's Rights.  You acknowledge and agree that the Game consists
of proprietary, published and unpublished products of Epic, protected
under United States copyright law and trade secret laws of general
applicability, and international treaty provisions.  You further
acknowledge and agree that ALL RIGHT, TITLE, AND INTEREST IN AND TO THE
GAME ARE AND SHALL REMAIN WITH EPIC.  This Agreement does not convey to
you an interest in or to the Game, but only a limited right of use that
may be revoked by Epic in accordance with the terms of this Agreement.

4.  Prohibited Uses.  UNDER NO CIRCUMSTANCES SHALL YOU ENGAGE IN, OR
KNOWINGLY PERMIT OTHERS TO ENGAGE IN, ANY OF THE FOLLOWING WITH RESPECT
TO THE GAME AND RELATED MATERIALS:

          a.   Renting the Game or related materials;
          b.   Selling the Game or related materials;
          c.   Leasing the Game or related materials;
          d.   Offering the Game on a pay-per-play or similar
               basis;
          e.   Distributing the Game for money or other
               consideration;
          f.   Copying the Game or any portion thereof except as
               permitted above with respect to a single backup
               copy; or
          g.   In any manner and through any medium whatsoever
               commercially exploit the Game or use the Game for
               any commercial purpose.

5. You may not decompile, recompile, disassemble, reverse engineer, adapt or 
create derivative works of the Program or any files or elements thereof . You 
may not use the artwork from the Program without Epic's prior written permission.

6.  You may make custom levels of the Game for your own personal use only.  
You may not sell, distribute, bundle, or, otherwise, provide any custom 
levels you create to any third party for any compensation or remuneration
whatsoever. 

7.  License Fees.  The license fees paid by you are paid in consideration
of the limited use license granted under this Agreement.

8.  Term.  THIS AGREEMENT IS EFFECTIVE UPON YOUR ACCESSING AND USING THE
GAME ON YOUR COMPUTER, and shall continue until terminated.  You may
terminate this Agreement at any time by returning the Game and all copies
thereof and extracts therefrom to Epic.  Epic may terminate this Agreement
upon the breach by you of any term hereof.  Upon such termination by Epic,
you agree to return to Epic the Game and all copies and portions thereof.

9.  Limited Warranty.  Epic warrants, for your benefit alone, that the
Game and the Game Materials shall, for a period of thirty (30) days from
the date of commencement of this Agreement (referred to as the Warranty
Period), be free from defects in material and workmanship.  Epic further
warrants, for your benefit alone, that during the Warranty Period the
Game shall operate substantially in accordance with the functional
specifications in the Game Materials.  If, during the Warranty Period, a
defect in the Game appears, you may return the Game to Epic for either
replacement or, if so elected by Epic, refund of amounts paid by you
under this Agreement.  You agree that the foregoing constitutes your
sole and exclusive remedy for breach by Epic of any warranties made under
this Agreement.  EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE GAME, AND
THE SOFTWARE CONTAINED THEREIN, ARE LICENSED "AS IS," AND EPIC DISCLAIMS
ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING
(WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT THE GAME WILL FUNCTION IN
CONJUNCTION WITH OR ON ANY COMPUTER HARDWARE OR SOFTWARE NOT EXPRESSLY
SUPPORTED BY THE GAME AT THE TIME THIS AGREEMENT FIRST BECOMES EFFECTIVE.

10.  Limitation of Liability.  Epic's cumulative liability to you or any
other party for any loss or damages resulting from any claims, demands,
or actions arising out of or relating to this Agreement shall not exceed
the license fee paid to Epic for the use of the Game.  In no event shall
Epic be liable for any indirect, incidental, consequential, special, or
exemplary damages or lost profits, even if Epic has been advised of the
possibility of such damages.

11.  Trademark.  The names Epic and Epic MegaGames, as well as the names
of the Game or Games licensed hereunder, are valuable registered and/or
unregistered trademarks of Epic.  No right, license, or interest to such
trademark is granted hereunder, and you agree that no such right, license,
or interest shall be asserted by you with respect to such trademarks.

12.  Governing Law and Choice of Forum.  This Agreement shall be construed
and governed in accordance with the laws of the State of Virginia, and any
action brought by either party to this Agreement against the other party
regarding the subject matter hereof, shall be brought in the United States
District Court for the Eastern District of Virginia, Alexandria Division,
unless the parties agree in writing to the adjudication of the dispute by
another court.

13.  Costs of Litigation.  If any action is brought by either party to
this Agreement against the other party regarding the subject matter hereof,
the prevailing party shall be entitled to recover, in addition to any other
relief granted, reasonable attorney fees and expenses of litigation.

14.  Severability.  Should any term of this Agreement be declared void or
unenforceable by any court of competent jurisdiction, such declaration
shall have no effect on the remaining terms hereof.

15.  No Waiver.  The failure of either party to enforce any rights granted
hereunder or to take action against the other party in the event of any
breach hereunder shall not be deemed a waiver by that party as to
subsequent enforcement of rights or subsequent actions in the event of
future breaches.

16.  Entire Agreement.  This Agreement constitutes the entire Agreement
between the parties.  This Agreement may not be amended or modified except
in a writing signed by you and Epic.

