LIMITED USE SOFTWARE LICENSE AGREEMENT

This Limited Use Software License Agreement (this "Agreement") is a 
legal agreement between you, the end-user, and Id Software, Inc. 
("ID").  BY CONTINUING THE DOWNLOAD OR INSTALLATION OF THE GAME 
PROGRAM ENTITLED WOLFENSTEIN™: ENEMY TERRITORY™  (THE 
"SOFTWARE"), BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR 
COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, COMPUTER RAM OR 
OTHER STORAGE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS 
AGREEMENT.  You agree that you are obtaining a copy of the Software 
via download only, and you acknowledge and agree that you shall not 
copy or retain the Software except as expressly permitted herein.

1. Grant of License.  Subject to the terms and provisions of this 
Agreement and so long as you fully comply at all times with this 
Agreement, ID grants to you the non-exclusive and limited right to 
use the Software only in executable or object code form.  The term 
"Software" includes all elements of the Software, including, without 
limitation, data files and screen displays.  You are not receiving 
any ownership or proprietary right, title or interest in or to the 
Software or the copyrights, trademarks or other rights related 
thereto.  For purposes of the first sentence 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, and means the uses permitted in sections 2 and 4 
hereinbelow.  You agree that the Software will not be downloaded, 
shipped, transferred, exported or re-exported into any country or to 
a national or resident of any country in violation of the United 
States Export Administration Act (or any other law governing such 
matters) by you or anyone 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 shall not be downloaded or otherwise exported or re-exported 
into any country or to a national or resident of any country to which 
the United States has embargoed goods or to anyone or into any 
country who/that are prohibited, by applicable law, from receiving 
such property.  In exercising your limited rights hereunder, you 
shall comply, at all times, with all applicable laws, regulations, 
ordinances and statutes.  ID reserves all rights not granted in this 
Agreement, including, without limitation, all rights to ID's 
trademarks.

2. Permitted New Creations.  Subject to the terms and provisions of 
this Agreement and so long as you fully comply at all times with this 
Agreement, ID grants to you the non-exclusive and limited right to 
create for the Software (except any Software code) your own 
modifications (the "New Creations") that shall operate only with the 
Software (but not any demo, test or other version of the Software).  
You may include within the New Creations certain textures and other 
images (the "Software Images") from the Software.  You shall not 
create any New Creations that infringe against any third-party right 
or that are libelous, defamatory, obscene, false, misleading, or 
otherwise illegal or unlawful. You agree that the New Creations will 
not be downloaded, shipped, transferred, exported or re-exported into 
any country or to a national or resident of any country in violation 
of the United States Export Administration Act (or any other law 
governing such matters) by you or anyone at your direction and that 
you will not utilize, and will not authorize anyone to utilize, in 
any other manner, the New Creations in violation of any applicable 
law.  The New Creations shall not be downloaded or otherwise exported 
or re-exported into any country or to a national or resident of any 
country to which the United States has embargoed goods or to anyone 
or into any country who/that are prohibited, by applicable law, from 
receiving such property.  You shall not rent, sell, lease, lend, 
offer on a pay-per-play basis or otherwise commercially exploit or 
commercially distribute the New Creations.  You are permitted only to 
distribute, without any cost or charge, the New Creations to other 
end-users so long as such distribution is not infringing against any 
third-party right and is not otherwise illegal or unlawful.  As noted 
below, in the event you commit any breach of this Agreement, your 
license and this Agreement automatically shall terminate, without 
notice.

3. Prohibitions with Regard to the Software.  You, whether directly 
or indirectly, shall not 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 by any means, except as permitted by 
section 4 hereinbelow;

f. in any other manner and through any medium whatsoever commercially 
exploit the Software, or use the Software for any commercial purpose, 
including, without limitation, giving away copies of the Software for 
free to promote or market any other material;

g. disassemble, reverse engineer, decompile, modify, except as 
permitted by section 2 hereinabove, or alter the Software;

h. translate the Software;

i. reproduce or copy the Software, except as permitted by section 4 
hereinbelow;

j. publicly display the Software;

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

l. modify, remove or alter this Agreement or any notices or other 
markings or legends, such as trademark or copyright notices, affixed 
on or within the Software.

4. Permitted Distribution and Copying.  So long as this Agreement 
accompanies each copy you make of the Software and so long as you 
fully comply at all times with this Agreement, ID grants to you the 
non-exclusive and limited right to:  (i) copy the Software from the 
download onto your computer hard drive; (ii) copy the Software from 
your computer hard drive into your computer RAM; (iii) copy on one 
(1) hard disk one (1) "back up" or archival copy of the Software; and 
(iv) copy the Software and distribute such copies as standalone 
copies on physical media or in electronic format of the Software free 
of charge for non-commercial purposes and not in connection with any 
other material.  You shall not distribute copies of the Software as 
mounted on or attached to the covers or any other part of magazines 
or other printed material.  You shall not copy or distribute the 
Software in any manner that infringes against, misappropriates or 
otherwise violates any third-party right or that is libelous, 
defamatory, obscene, false, misleading, or otherwise illegal or 
unlawful.  You shall not receive any postage, shipping, handling or 
other charge, payment, fee, or other consideration, including items 
in trade, in exchange for or in connection with copies of Software 
you may distribute, even if only for reimbursement.  You shall not 
receive any value or consideration in exchange for or in connection 
with copies of the Software you may distribute.  You shall not 
distribute the Software bundled, co-packaged or together with any 
material.  You shall not distribute the Software in connection with 
the promotion or marketing of any material.  Except as such are 
included by ID within copies of the Software that you are permitted 
to make under this Agreement, you shall not reproduce, depict, 
display or copy the title of the Software, the ID name or any screen 
display or other element or part of the Software.  In exercising your 
limited rights hereunder, you shall comply, at all times, with all 
applicable laws, regulations, ordinances and statutes.  ID reserves 
all rights not granted in this Agreement. You shall not commercially 
distribute the Software unless you first enter into a separate 
contract with ID, on terms and conditions determined in ID's sole 
discretion, and only upon your receipt of a written agreement 
executed by an authorized officer of ID.

5. Intellectual Property Rights.  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, or 
the New Creations, complies with this Agreement.  You agree that you 
are receiving a copy of the Software by limited 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. This section shall 
survive the cancellation or termination of this Agreement.

6.  ID WARRANTIES.  ID DISCLAIMS , AND ITS LICENSEE'S (INCLUDING, 
WITHOUT LIMITATION, ACTIVISION INC. AND ITS AFFILIATES) DISCLAIM, 
ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT 
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 
PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT, WITH RESPECT 
TO THE SOFTWARE, THE SOFTWARE IMAGES AND OTHERWISE.  THE SOFTWARE IS 
PROVIDED "AS IS" AND WITHOUT WARRANTY.  ID DOES NOT (AND ITS 
LICENSEES DO NOT) WARRANT THAT THE SOFTWARE OR THE OPERATION OF THE 
SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE 
WILL MEET YOUR SPECIFIC OR SPECIAL REQUIREMENTS.  ADDITIONAL 
STATEMENTS, WHETHER ORAL OR WRITTEN, DO NOT CONSTITUTE WARRANTIES BY 
ID (OR ANY ID LICENSEE) AND SHOULD NOT BE RELIED UPON.  THIS 
SECTION SHALL SURVIVE THE CANCELLATION OR TERMINATION OF THIS 
AGREEMENT.

7. Governing Law, Venue, Indemnity and Liability Limitation.  This 
Agreement shall be construed in accordance with and governed by the 
applicable laws of the State of Texas and applicable United States 
federal law.  Exclusive venue for all litigation regarding this 
Agreement shall be in Dallas County, Texas, and you agree to submit 
to the jurisdiction of the federal and state courts in Dallas County, 
Texas, for any such litigation.  You hereby agree to indemnify, 
defend and hold harmless ID and ID's officers, employees, directors, 
agents, licensees (excluding you), sub-licensees (excluding you), 
successors and assigns from and against all losses, lawsuits, 
damages, causes of action and claims relating to and/or arising from 
the New Creations or the distribution or other use of the New 
Creations or relating to and/or arising from your breach of this 
Agreement.  You agree that your unauthorized use of the Software 
Images, or the Software, or any part thereof, immediately and 
irreparably will damage ID such that ID could not be compensated 
adequately solely by a monetary award, and upon such actual or 
threatened unauthorized use, at ID's option, that ID shall be 
entitled to an injunctive order, in addition to all other available 
remedies, including a monetary award, to prohibit such unauthorized 
use without the necessity of ID posting bond or other security.  IN 
ANY CASE, ID, AND ID'S OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, 
REPRESENTATIVES, AGENTS, LICENSEES (EXCLUDING YOU), SUBLICENSEES 
(EXCLUDING YOU), SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY 
CLAIM BY ANY THIRD PARTY OR FOR ANY LOSS OF DATA, LOSS OF PROFITS, 
LOST SAVINGS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR 
PUNITIVE DAMAGES OR ANY OTHER DAMAGES ARISING FROM ANY ALLEGED CLAIM 
FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT 
PRODUCT LIABILITY, OR OTHER LEGAL THEORY EVEN IF ID OR ID'S 
REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH 
DAMAGES, OR EVEN IF SUCH DAMAGES ARE FORESEEABLE.  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.  This section shall survive the cancellation or 
termination of this Agreement.

8. United States 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. §§ 227.7201 
through 227.7204, inclusive.

9. 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 of competent jurisdiction, the 
validity and enforceability of the other provisions shall not be 
affected thereby.  If any provision is determined to be unenforceable 
by a court of competent jurisdiction, you agree to a modification of 
such provision to provide for enforcement of the provision's intent, 
to the maximum 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.  IMMEDIATELY UPON YOUR FAILURE TO COMPLY WITH OR 
BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT, YOUR LICENSE 
GRANTED HEREIN AND THIS AGREEMENT AUTOMATICALLY SHALL TERMINATE, 
WITHOUT NOTICE, AND ID MAY PURSUE ALL RELIEF AND REMEDIES AGAINST YOU 
THAT ARE AVAILABLE UNDER APPLICABLE LAW AND/OR THIS AGREEMENT.  
Immediately upon termination of this Agreement, any and all rights 
you are granted hereunder shall terminate, you shall have no right to 
use the Software or the New Creations, in any manner, and you 
immediately shall destroy all copies of the Software and the New 
Creations in your possession, custody or control, and all rights 
granted hereunder shall revert, without notice, to and be vested in 
ID.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND 
THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE DOWNLOAD OR 
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, IF ANY, BETWEEN ID AND YOU, THIS AGREEMENT IS A COMPLETE 
AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES 
HERETO, RELATING TO THE SUBJECT MATTER HEREOF.  THIS AGREEMENT 
SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, 
AND ANY OTHER COMMUNICATIONS, IF ANY, BETWEEN ID AND YOU RELATING TO 
THE SUBJECT MATTER OF THIS AGREEMENT.
