LIMITED USE SOFTWARE LICENSE AGREEMENT

     This Limited Use Software License Agreement (the "Agreement") is a legal 
agreement between you, the end-user, and GameSpy Industries, Inc. 
("GameSpy").  By continuing the installation of this program entitled LAN 
Master, by loading or running the program, or by placing or copying the 
program onto your computer hard drive, computer RAM or other storage, you 
are agreeing to be bound by the terms of this Agreement.  

1)	Definitions.  
a)	"The Software" means the computer program commonly known as 
LAN Master. "Software" includes all elements of the Software such as 
data files, images appearing in the Software and screen displays.  

2)	Grant of License for Software.  Subject to the terms and conditions of 
this Agreement, GameSpy grants to you the non-exclusive and limited 
right to use the software program entitled LAN Master in executable or 
object code form only (the "Software") for recreational purposes only.  
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.

3)	Distribution.  Provided that you comply with the below mentioned 
restrictions on distributing the Software in violation of the U.S. Export 
Administration Act, you are hereby licensed to make unlimited copies 
and/or distribute via electronic means the Freeware version of the 
Software.  However, you are prohibited from altering either the Freeware 
version of the Software or accompanying documentation.  You are 
specifically prohibited from charging, or requesting donations, for any 
copies of the Software distributed.  You are specifically prohibited from 
distributing the Software and/or documentation with other products, except 
that disk vendors approved by the Association of Shareware Professionals 
are permitted to redistribute the Software, subject to the conditions in this 
license, without prior written permission.        

4)	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 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.

5)	Prohibitions with Regard to Software. You, either directly or in- 
directly, 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.	in any other manner and through any medium whatsoever 
commercially exploit the Software or use the Software for any 
commercial purpose;

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

g.	translate the Software;

h.	reproduce or copy the Software (except as permitted by sections 4 and 
7);

i.	publicly display the Software; or

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

6)	Permitted Copying.  You may make only the following copies of the 
Software:  (i) you may copy the Software 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.

7)	Intellectual Property Rights.  The Software, including the GameSpy 
Images, and all materials accompanying the Software (the "Materials") 
and all copyrights, trademarks and all other conceivable intellectual 
property rights related to the Software, the Materials and the GameSpy 
Images are owned by GameSpy 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, the Materials and the 
GameSpy Images 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 
Materials complies with this Agreement.  You agree that you are receiving 
a copy of the Software, including the GameSpy Images, and the Material 
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, the 
Materials or any GameSpy Images.  This section 7 shall survive the 
cancellation or termination of this Agreement.

8)	No GameSpy Warranties.  GAMESPY 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, THE PRINTED 
MATERIALS AND THE GAMESPY IMAGES.  GAMESPY 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 GAMESPY 
AND SHOULD NOT BE RELIED UPON.  This section 8 shall survive 
the cancellation or termination of this Agreement. 

9)	Venue and Liability Limitation. The rights and obligations under this 
Agreement shall be governed by the laws of the State of California 
excluding its conflicts of law rules and United States law and international 
treaties governing copyrights.  The application to this Agreement of the 
United Nations Convention on Contracts for the International Sale of 
Goods is hereby expressly excluded. The parties hereby consent and agree 
that the United States District Court for the Central District of California, 
Southern Division or the Orange County Superior Court will have 
exclusive jurisdiction over any legal action or proceeding arising out of or 
relating to this Agreement, and each party consents to the personal 
jurisdiction of such courts for the purpose of any such action or 
proceeding.  Each party hereby waives all rights it has or which may 
hereafter arise to contest such exclusive jurisdiction.

10)	IN ANY CASE, NEITHER GAMESPY, NOR ANY OF GAMESPY'S 
OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, LICENSEES 
(EXCLUDING YOU), SUBLICENSEES (EXCLUDING YOU), 
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 
GAMESPY OR ITS AGENT(S) HAVE 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.  This section 11 shall survive the 
cancellation or termination of this Agreement.

11)	U.S. Government Restricted Rights.  To the extent applicable, the 
United States Government shall only have those rights to use the Software, 
the Materials and GameSpy Images as expressly stated and expressly 
limited and restricted in this Agreement, as provided in 48. C.F.R.  
227.7202-1 through 227.7204.  The Software and all accompanying 
written materials are provided with RESTRICTED RIGHTS.  Use, 
duplication, or disclosure by the Government is subject to restrictions as 
set forth in Restricted Rights in Technical Data and Computer Clause at 
FAR 52.227-7013(c)(1)(ii) or FAR 52.227-19.

12)	General Provisions.  Neither this Agreement nor any part or portion 
hereof shall be assigned or sublicensed by you.  GameSpy may assign its 
rights under this Agreement in its 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 
GameSpy 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 or breach any term or condition 
of this Agreement, YOUR LICENSES AND THIS AGREEMENT ARE 
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.

13)	YOU ACKNOWLEDGE THAT YOU HAVE READ THIS 
AGREEMENT, THAT 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 GAMESPY AND 
YOU, IF ANY, 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 GAMESPY AND YOU RELATING TO THE SUBJECT 
MATTER OF THIS AGREEMENT.

 Copyright 1999 GameSpy Industries, Inc.  All rights reserved
July 31, 1999
