	    COMMERCIAL EXPLOITATION LICENSE AGREEMENT FOR QUAKE II


     This Commercial Exploitation License Agreement for QUAKE II (the 
"Agreement") is between Id Software, Inc., a Texas corporation, (hereinaf-
ter "Id Software") and Licensee (as identified on the signature page 
hereof) and is made effective beginning on the date of last signature 
hereto (the "Effective Date").


			       R E C I T A L S

     WHEREAS, Id Software is the owner and developer of the computer soft-
ware game entitled QUAKE II (the "Game");

     WHEREAS, Id Software desires to license certain limited non-exclusive 
rights regarding the Game to Licensee; and

     WHEREAS, Licensee desires to receive a limited license for such 
rights.


		   T E R M S   A N D   C O N D I T I O N S

     NOW, THEREFORE, for and in consideration of the mutual premises con-
tained herein and for other good and valuable consideration, the receipt 
and sufficiency of which is hereby acknowledged, the undersigned parties do 
hereby agree as follows:

     1.  Definitions.  As used in this Agreement, the parties hereto agree 
the words set forth below shall have the specified meanings:

     a.  "Authorized Copy" shall mean one (1) copy of the Subject Game,
	 operable only on a personal computer, actually purchased from an
	 Id Software approved retailer; and 

     b.  "Subject Game" shall mean the full registered version of the Game
	 on a CD-ROM and shall not mean the shareware or any other version;
	 and

     c.  "Trademarks" shall mean, collectively, QUAKE II?, the id logo and
	 the Id Software name.

     2.  Grant of Rights.  Subject to the terms and provisions of this 
Agreement, Id Software hereby grants to Licensee and Licensee hereby ac-
cepts a limited, world-wide (except as otherwise provided herein), non-
exclusive, non-transferable, and non-assignable license to offer, on either 
a "pay per play" or a "no charge" basis, the Authorized Copy as installed 
in a network server and/or a personal computer at only those sites owned 
and/or operated by Licensee.  Licensee may not install an Authorized Copy 
on more than one (1) personal computer or network server.  Licensee must 
actually purchase an Authorized Copy for each installation an a network 
server and personal computer.

     3.  Reservation of Rights and Prohibitions.  Id Software expressly re-
serves all rights not granted herein.  Any use by Licensee of the 
Authorized Copy not expressly permitted in paragraph 2. above is expressly 
prohibited and any such unauthorized use shall constitute a material breach 
of this Agreement by Licensee.  Under no circumstances shall Licensee copy, 
reproduce, manufacture or distribute (free of charge or otherwise) the 
Authorized Copy or the Subject Game.  Licensee shall not reverse engineer, 
decompile, disassemble, modify or alter the Authorized Copy.  Licensee is 
not receiving any rights hereunder regarding the Trademarks or any artwork, 
sound, music or other element of the Subject Game.

     4.  Additional Obligations.  In addition to the obligations of Licen-
see otherwise set forth in this Agreement, during the Term, and thereafter 
where specified, Licensee agrees that: 

     a.  Licensee will not attack or challenge the title of Id Software to
	 the Subject Game or the Trademarks  or any copyright, patent or
	 trademark or other intellectual property right related thereto and
	 Licensee will not attack or challenge the validity of the license
	 granted hereunder during the Term or thereafter; and

     b.  Licensee will promptly inform Id Software of any unauthorized use
	 of the Authorized Copy, the Subject Game or the Trademarks, or any
	 portions thereof, and will reasonably assist Id Software in the en-
	 forcement of all rights Id Software may have against such
	 unauthorized users.

     5.  Financial Obligations. 

     a.  Initial Fee.  Licensee, upon Licensee's delivery to Id Software of
	 Licensee's request for Id Software to enter into this Agreement,
	 shall pay Id Software the sum of U.S. Five Hundred and No/100 
	 Dollars ($500.00) (the "Initial Fee") as an administrative
	 processing fee.  Upon Id Software's execution of this Agreement,
	 the Initial Fee shall become non-refundable.  The Initial Fee
	 shall not be recoupable as a credit against Royalties.

     b.  Royalties.  Licensee agrees to pay Id Software a royalty ("Roy-
	 alty") at the rate of twelve and one-half (12.5%) of Net Income.
	 The term "Net Income" shall mean all revenue received by Licensee
	 from the commercial use of the Authorized Copy, less only Licensee's
	 actual, reasonable, necessary and documented costs relating directly
	 to such use.  A Royalty shall only be due for those months in which
	 Licensee's gross revenue from the commercial use of the Authorized
	 Copy exceeds U.S. Five Thousand Dollars ($5,000.00) and in such
	 months Licensee shall pay a full Royalty on one hundred percent
	 (100%) of the gross revenue received.  For those months where gross
	 revenue is Five Thousand and No/100 Dollars ($5,000.00) or less,
	 Licensee shall not be obligated to pay a Royalty.

     c.  Rendition of Statements.  Licensee shall account to Id Software 
	 with regard to transactions hereunder within forty-five (45) days
	 following the conclusion of each calendar quarter.  Licensee shall
	 deliver a Royalty statement to Id Software even though no Royalty
	 may be due for the period covered by such Royalty statement.  The
	 Royalty statements shall show in summary form the appropriate cal-
	 culations relating to the computation of Royalties, if any.  The
	 Royalty statements shall also show the Gross Revenue received by
	 Licensee per month.  The Royalties payable to Id Software hereunder
	 shall be remitted with the particular Royalty statement indicating
	 such amount to be due.

     d.  Books of Account and Audits.  Licensee shall keep books of account
	 (the "Books of Account") relating to Licensee's commercial use of
	 the Authorized Copy on the basis of generally accepted accounting
	 principles.  Licensee shall maintain such Books of Account for a
	 period of at least two (2) years after the expiration or earlier
	 termination of this Agreement; provided, however, that Licensee
	 shall not be required to keep such Books of Account longer than
	 seven (7) years from their date of origination.  Id Software may,
	 upon reasonable notice and at its own expense, audit the applicable
	 Books of Account at Licensee's office, in order to verify the ac-
	 curacy of Royalty statements rendered hereunder.  Any such audit
	 shall take place during reasonable business hours and in such manner
	 so as not to unreasonably interfere with Licensee's normal business
	 activities.  If in an audit of Licensee's Books of Account it is
	 determined that there is a short fall of ten percent (10%) or more
	 in Royalties reported for any calendar month, in addition to payment
	 of such short fall and interest as may be due, as provided herein,
	 Licensee shall reimburse Id Software for the full out-of-pocket
	 costs of the audit including reasonable travel costs and expenses;
	 provided, however, that the amount of reimbursement paid by Licensee
	 shall not exceed U.S. Fifteen Thousand Dollars ($15,000.00) for any
	 audit.

     e.  Payment of the Royalty.  Licensee assumes all risks associated with
	 fluctuations in foreign currency exchange rates.  Licensee shall pay
	 and agrees to pay all sums due Id Software in United States Dollars.
	 With respect to Royalties used for commercial use outside the United
	 States, other currencies shall be exchanged at the Expense of Lic-
	 ensee into United States Dollars using the bid price quoted at the
	 Citibank, N.A. of New York, New York, for the purchase of United
	 States Dollars at the close of business on the last day of the
	 calendar quarter during which any amounts accrue.  Payment of the
	 Royalties shall be made in Dallas County, Texas.

     f.  Interest.  If Id Software does not receive the applicable Royalty
	 payment on or before the due date of such payment, Licensee agrees
	 to pay and shall pay interest on past due Royalties owed to Id
	 Software from such date as specified in the following sentence at
	 a rate equal to the lesser of (i) eighteen percent (18%) per annum
	 and (ii) the maximum interest rate per annum allowed by applicable
	 law.  For purposes of clarification, the interest referenced in the 
	 immediately preceding sentence will only begin to accrue on the
	 first (1st) day following the due date of the due and owing, but
	 unpaid, Royalty payment.

NOTHING HEREIN SHALL BE CONSTRUED AS A REQUEST OR DEMAND BY ID SOFTWARE FOR 
INTEREST AT A RATE HIGHER THAN ALLOWED BY APPLICABLE LAW.  IT IS THE INTENT 
OF THE PARTIES HERETO THAT NO INTEREST BE CHARGED HEREUNDER WHICH EXCEEDS 
THE MAXIMUM RATE ALLOWED BY APPLICABLE LAW.  THE INTEREST RATE APPLICABLE 
TO PAST DUE ROYALTY PAYMENTS SHALL NEVER EXCEED THE MAXIMUM RATE ALLOWED BY 
APPLICABLE LAW, UNDER ANY CIRCUMSTANCES.

     6.  Ownership.  Title to and all ownership rights in and to the Sub-
ject Game and the Trademarks and the copyrights, trade secrets, trademarks, 
patents and all other intellectual property rights related thereto shall 
remain with Id Software which shall have the exclusive right to protect the 
same  by copyright or otherwise.   Licensee shall have no ownership rights 
in or to the Subject Game or the Trademarks and Licensee shall not own any 
intellectual property rights regarding the Authorized Copy, including, 
without limitation, the copyright in and to the Authorized Copy.  Licensee 
acknowledges that Licensee, by this Agreement, is only receiving a limited 
license to use the Authorized Copy, as specified in that certain the Lim-
ited Use Software License Agreement contained within a file on the 
Authorized Copy and the manual accompanying the Authorized Copy and as 
specified in this Agreement.

     7.  Compliance with Applicable Laws.  In exercising Licensee's limited 
rights hereunder, Licensee shall comply with all applicable laws, [includ-
ing, without limitation, 22 U.S.C., §2778 and 22 U.S.C. C.F.R. Parts 120-
130 (1995)] regulations, ordinances and statutes, including, but not lim-
ited to, the import/export laws and regulations of the United States and 
its governmental and regulatory agencies (including, without limitation, 
the Bureau of Export Administration and the U.S. Department of Commerce) 
and all applicable international treaties and laws.

     8.  Term and Termination.  

     a.  The term of this Agreement and the license granted herein begins
	 on the Effective Date and shall expire, without notice, on a date
	 one (1) calendar year from the Effective Date (the "Term").  

     b.  Either party may terminate this Agreement, for any reason or no
	 reason, on thirty (30) days written notice to the other party.
	 Termination will be effective on the thirtieth (30th) day following
	 delivery of the notice of termination.  Notwithstanding anything to
	 the contrary herein, this Agreement shall immediately terminate,
	 without the requirement of any notice from Id Software to Licensee,
	 upon the occurrence of any of the following "Terminating Events":
	 (i) if Licensee  files a petition in bankruptcy; (ii) if Licensee
	 makes an assignment for the benefit of creditors; (iii) if anybank-
	 ruptcy proceeding or assignment for benefit of creditors is
	 commenced against Licensee and not dismissed within sixty (60)
	 days after the date of its commencement; (iv) the insolvency of
	 Licensee; or (v) the cessation by Licensee of its business.  Upon
	 the occurrence of a Terminating Event, this Agreement and any and
	 all rights hereunder shall terminate without prejudice to any rights
	 or claims Id Software may have, and all rights granted hereunder
	 shall revert, without notice, to and be vested in Id Software.

     c.  Termination or expiration of this Agreement shall not create any
	 liability against Id Software and shall not relieve Licensee from
	 any liability which arises prior to termination or expiration.
	 Upon expiration or earlier termination of this Agreement, Licensee
	 shall have no further right to exercise the rights licensed
	 hereunder or otherwise acquired in relation to this Agreement.

     9.  Licensee's Warranties.  Licensee warrants and represents that (i)
	 Licensee has full legal rights to enter into and become bound by the
	 terms of this Agreement, to perform Licensee's obligations
	 hereunder; (ii) Licensee will comply, at all times during the Term,
	 with all applicable laws, as set forth hereinabove; (iii) all
	 Royalty statements shall be true, accurate and correct and (iv) all
	 Books and Accounts shall be true, accurate and correct.

     10.  Indemnification.  Licensee hereby agrees to indemnify, hold harm-
less and defend Id Software and Id Software's predecessors, successors,
assigns, officers, directors, shareholders, employees, agents, represent-
atives, licensees (but not including Licensee), sublicensees, distributors,
attorneys and accountants (collectively, the "Id Related Parties") from and
against any and all "Claims", which shall mean all damages, claims, losses,
causes of action, liabilities, lawsuits, judgments and expenses (including,
without limitation, reasonable attorneys' fees and expenses) arising from,
relating to or in connection with (i) a breach of this Agreement by Licensee
and/or (ii) Licensee's use or non-use of the Authorized Copy.  Id Software
agrees to notify Licensee of any such Claims within a reasonable time after
Id Software learns of same.  Licensee, at its own expense, shall defend Id
Software and the Id Related Parties from and against any and all Claims.  Id
Software and the Id Related Parties reserve the right to participate in any
defense of the Claims with counsel of their choice, and at their own expense.
In the event Licensee fails to provide a defense, then Licensee shall be
responsible for paying the attorneys' fees and expenses incurred by Id
Software and the Id Related Parties regarding the defense of the Claims.
Id Software and the Id Related Parties, as applicable, agree to reasonably
assist in the defense of the Claims.  No settlement by Licensee of any
Claims shall be valid unless Licensee receives the prior written consent of
Id Software and the Id Related Parties, as applicable, to any such settlement.

     11.  Limitation of Liability.  UNDER NO CIRCUMSTANCES SHALL ID 
SOFTWARE BE LIABLE TO LICENSEE FOR ACTUAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES, WHETHER OR NOT ID SOFTWARE RECEIVES
NOTICE OF ANY SUCH DAMAGES.

     12.  Disclaimer of Warranties.  ID SOFTWARE EXPRESSLY DISCLAIMS ALL 
WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF  MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE AUTHORIZED COPY AND
OTHERWISE.

     13.  Goodwill.  Licensee recognizes the great value of the goodwill 
associated with the Subject Game and the Trademarks, and acknowledges that 
such goodwill, now existing and hereafter created, exclusively belongs to Id
Software and that the Trademarks have acquired a secondary meaning in the
mind of the public.

     14.  Remedies.  In the event of a breach of this Agreement by Id Soft-
ware, Licensee's sole remedy shall be to terminate this Agreement by 
delivering written notice of termination to Id Software.  In the event of a 
breach by Licensee of this Agreement, Id Software may pursue the remedies 
to which it is entitled under applicable law, including, but not limited 
to, termination of this Agreement by delivering written notice to Licensee. 
 Licensee agrees that its failure to comply with the terms of this Agree-
ment upon expiration or earlier termination hereof or Licensee's 
unauthorized use of the Authorized Copy may result in immediate and irrepa-
rable damage to Id Software for which there is no adequate remedy at law, 
and in the event of such failure or unauthorized use by Licensee, Id Soft-
ware shall be entitled to injunctive relief without the necessity of 
posting bond or other security.  Pursuit of any remedy by Id Software shall 
not constitute a waiver of any other right or remedy of Id Software under 
this Agreement or under applicable law.  Termination of this Agreement 
shall not be a pre-condition to Id Software pursuing its other remedies for 
breach.

     15.  Choice of Law, Venue and Service of Process.  This Agreement 
shall be construed in accordance with the laws of the State of Texas and 
applicable United States federal law and all claims and/or lawsuits in con-
nection with this Agreement must be brought in Dallas County, Texas where 
exclusive venue shall lie.  Licensee hereby agrees that service of process 
by certified mail to the address set forth below, with return receipt re-
quested, shall constitute valid service of process upon Licensee.  If for 
any reason Licensee has moved or cannot be validly served, then Licensee 
appoints the Secretary of State of the state of Texas to accept service of 
process on Licensee's  behalf.

     16.  Delivery of Notices, Payments and Royalty Statements.  Unless 
otherwise directed in writing by the parties, all notices given hereunder 
shall be sent to the applicable addresses set forth on the signature page 
hereof.   All notices, requests, consents and other communications under 
this Agreement shall be in writing and shall be deemed to have been deliv-
ered on the date personally delivered or on the date deposited in the 
United States Postal Service, postage prepaid, by certified mail, return 
receipt requested, or telegraphed and confirmed, or delivered by electronic 
facsimile and confirmed.  Any notice to Id Software shall also be sent to 
its counsel: D. Wade Cloud, Jr., Hiersche, Martens, Hayward, Drakeley & Ur-
bach, P.C., 15303 Dallas Parkway, Suite 700, LB 17, Dallas, Texas  75248.  
Licensee shall forward all Royalty payments and statements to Id Software 
at Id Software's address as shown on the signature page of this Agreement, 
under otherwise directed in writing by Id Software.

     17.  No Partnership, Etc.  This Agreement does not constitute and 
shall not be construed as constituting a partnership or joint venture be-
tween Id Software and Licensee.  Neither party shall have any right to 
obligate or bind the other party in any manner whatsoever, and nothing 
herein contained shall give, or is intended to give, any rights of any kind 
to any third persons.

     18.  Counterparts.  This Agreement may be executed in several counter-
parts, each of which will be deemed to be an original, and each of which 
alone and all of which together, shall constitute one and the same instru-
ment, but in making proof of this Agreement it shall not be necessary to 
produce or account for each copy of any counterpart other than the counter-
part signed by the party against whom this Agreement is to be enforced.  
This Agreement may be transmitted by facsimile, and it is the intent of the 
parties for the facsimile (or a photocopy thereof) of any autograph printed 
by a receiving facsimile machine to be an original signature and for the 
facsimile (or a photocopy thereof) and any complete photocopy of the Agree-
ment to be deemed an original counterpart.

     19.  Entire agreement.  This Agreement constitutes the entire under-
standing between Licensee and Id Software regarding the subject matter 
hereof.  Each and every clause of this Agreement is severable from the 
whole and shall survive unless the entire Agreement is declared unenforce-
able.  No prior or present agreements or representations between the 
parties hereto regarding the subject matter hereof shall be binding upon 
the parties hereto unless incorporated in this Agreement, except the Lim-
ited Use Software License Agreement shall remain binding and in effect.  No 
modification or change in this Agreement shall be valid or binding upon the 
parties hereto unless in writing and executed by the parties to be bound 
thereby.

     20.  Assignment.  This Agreement shall bind and inure to the benefit 
of Id Software, its successors and assigns, and Id Software may assign its 
rights hereunder, in Id Software's sole discretion.  This Agreement is per-
sonal to Licensee, and Licensee shall not sublicense, assign, transfer, 
convey nor franchise its rights granted hereunder.  

     21.  Survival.  The following provisions shall survive the expiration 
or earlier termination of this Agreement:  paragraphs 6., 10., 11., 12., 
13., 14., 15., 16., 19., 21., 22.a. and 22.b.

     22.  Miscellaneous.  

      a.  All captions in this Agreement are intended solely for the con-
	  venience of the parties, and none shall effect the meaning or
	  construction of any provision.

      b.  The terms and conditions of this Agreement have been negotiated 
	  fully and freely among the parties.  Accordingly, the preparation
	  of this Agreement by counsel for a given party will not be material
	  to the construction hereof, and the terms of this Agreement shall
	  not be strictly construed against such party.



     By signing in the spaces provided below, the parties have agreed to all of 
the terms and provisions set forth in this Agreement. 


AGREED:

LICENSEE:____________________________________
	 (INSERT COMPANY NAME, IF APPLICABLE)


BY:__________________________________________

NAME:________________________________________
		  (PLEASE PRINT)

TITLE:_______________________________________
	     (APPLICABLE IF A COMPANY)

ADDRESS:_____________________________________
	
TELEPHONE:___________________________________

TELECOPIER:__________________________________

DATE OF EXECUTION:___________________________



AGREED:

ID SOFTWARE, INC.


BY:__________________________________________

NAME: Todd Hollenshead  

TITLE: Chief Executive Officer  

ADDRESS: 18601 LBJ Freeway
	 Suite 615
	 Mesquite, Texas 75150

TELECOPIER: (214) 686-9288

DATE OF EXECUTION:_____________


November 20, 1997


COMMERCIAL EXPLOITATION LICENSE AGREEMENT FOR QUAKE II
3406.0524/DWC/DOC/1870.DOC

