 
 
           qED END USER LICENSE AGREEMENT 
 
  PLEASE READ THE FOLLOWING SINGLE-USER LICENSE 
  AGREEMENT CAREFULLY BEFORE USING "qED".  THIS IS 
  A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND 
  BARENTZ, LTD.  BY INSTALLING AND/OR USING "qED", 
  YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS 
  AGREEMENT.  IF YOU DO NOT AGREE WITH THESE TERMS, 
  DO NOT INSTALL AND/OR USE "qED".  THIS PRODUCT 
  REQUIRES A REGISTERED VERSION OF QUAKE TO OPERATE 
  PROPERLY.  IT WILL NOT OPERATE PROPERLY WITH THE 
  SHAREWARE/LIMITED VERSION OF QUAKE. 
 
   Article 1 -- Grant Of License: 
 
  Barentz, Ltd. ("Barentz") grants you a non- 
  exclusive license to use "qED" subject to the 
  terms of this Agreement.  For the purposes 
  herein, "qED" shall constitute all component 
  parts that are distributed with "qED" including 
  all program files, texture libraries and 
  documentation (hereinafter "Software").  In 
  addition, any and all files CREATED or MODIFIED 
  by "qED" (including, but not limited to files 
  such as *.QED, *.MAP, *.BSP, *.QBT, *.QET and 
  *.QGP) will automatically become part of the 
  licensed Software and subject to the terms and 
  provisions of this Agreement.  The Software is 
  licensed as a single product.  Its component 
  parts may not be separated or distributed EXCEPT 
  AS EXPRESSLY PROVIDED IN THIS AGREEMENT.  The 
  Software is solely for your own personal use, on 
  one computer at one time.  You may use this 
  Software on a different computer, but it may not 
  be used on two or more computers at the same 
  time.  You may make a working copy of the 
  Software and a backup copy for archival purposes 
  only. 
 
   Article 2 -- Restrictions On Use: 
 
   . You may use and distribute FREE-OF-CHARGE the 
     certain component files that are used by the 
     Software to create and compile a level.  These 
     files are: *.QED, *.QBT, *.QET and *.QGP.  You 
     may also use and distribute FREE-OF-CHARGE 
     level files that have been output by the 
     Software (*.MAP and *.BSP).  You may NOT 
     distribute any other files, including, but not 
     limited to, any texture (*.WAD) files that are 
     provided with the Software. 
 
   . You may NOT use the Software to create 
     Derivative Works.  For the purposes herein, 
     "Derivative Works" shall mean any "*.MAP" or 
     "*.BSP" files, which were originally created 
     by the Software from a "*.QED" source file, 
     that you intend to sell, or distribute in some 
     manner OTHER than FREE-OF-CHARGE.  If you wish 
     to create Derivative Works, please contact 
     Barentz about a "Commercial Exploitation 
     Agreement". 
 
   . With the exception of *.QBT, *.QET and *.QGP 
     files, whose file structure has already been 
     published or made available to the general 
     public, you may not reverse engineer, 
     translate, port, modify, decompile, or 
     disassemble the Software.  Furthermore, you 
     shall not derive or attempt to derive the 
     source code, source files or structure of all 
     or any portion of the Software by reverse 
     engineering, disassembly, decompilation or by 
     any other means EXCEPT those files listed 
     herein whose file structure has already been 
     published or made available to the general 
     public. 
 
   . You may not rent, publish, sell, lease, 
     sublicense or market the Software or use it in 
     any manner not expressly authorized by this 
     Agreement. 
 
   . You may transfer the Software and accompanying 
     written materials on a permanent basis 
     provided you retain no copies and the 
     recipient agrees to the terms of this 
     Agreement. 
 
   . You shall not use the Software to operate a 
     service bureau or for any other use involving 
     the processing of data of any other persons or 
     entities. 
 
   . You may not alter or remove any copyright 
     notices or proprietary legends contained in, 
     or on, the Software. 
 
   Article 3 -- Ownership, Copyrights & Trademarks: 
 
  Barentz is the exclusive licensee of the 
  Software, which was created by Barentz's 
  licensors, Matthew Tagliaferri and Worldwide 
  MicroTronics, Inc. (collectively, the "Copyright 
  Owners").  Barentz and Copyright Owners shall 
  retain all ownership rights in the Software.  The 
  Software is protected by United States Copyright 
  law and also by International Treaty provisions. 
  Any use of the Software in violation of these 
  laws shall constitute a termination of this 
  Agreement and can result in prosecution.  The 
  Software is Copyright (c) 1996-97 by Matthew 
  Tagliaferri.  Portions of the Software are 
  Copyright (c) 1996-97 by Worldwide MicroTronics 
  Inc.  UNPUBLISHED.  ALL RIGHTS RESERVED UNDER THE 
  COPYRIGHT LAWS OF THE UNITED STATES AND 
  INTERNATIONAL TREATY PROVISIONS.  "qED" is a 
  trademark of Matthew Tagliaferri. 
 
   Article 4 -- Term: 
 
  This license is effective until terminated.  You 
  may terminate it at any time by destroying the 
  Software together with all copies and 
  modifications in any form.  This License also 
  terminates if you fail to comply with the terms 
  and conditions of this Agreement. 
 
   Article 5 -- No Warranty: 
 
  BARENTZ MAKES AND USER RECEIVES NO WARRANTY, 
  WHETHER EXPRESS OR IMPLIED,  AND ALL WARRANTIES 
  OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR 
  PURPOSE ARE EXPRESSLY EXCLUDED.  The Software is 
  provided to you on an "AS IS" and "WITH ALL 
  FAULTS" basis.  You assume the entire risk of 
  loss in using the Software.  The Software is 
  complex and contains non-conformities, defects 
  and errors.  Barentz does not warrant that the 
  Software will meet your needs or expectations 
  (whether due to hardware related capabilities or 
  otherwise) or that operation of the Software will 
  be error-free or uninterrupted, or that any non- 
  conformity, defect or error can or will be 
  corrected. 
 
   Article 6 -- Limitations On Liability & 
   Remedies: 
 
  BARENTZ ASSUMES NO LIABILITY FOR ANY FILES 
  CREATED, MODIFIED OR DISTRIBUTED UNDER THIS 
  AGREEMENT, INCLUDING WITHOUT LIMITATION, 
  LIABILITY FOR PATENT OR COPYRIGHT INFRINGEMENT. 
  FURTHERMORE, IN NO EVENT SHALL BARENTZ, LTD. BE 
  LIABLE FOR ANY DAMAGES, CLAIM OR LOSS INCURRED BY 
  USER (INCLUDING WITHOUT LIMITATION COMPENSATORY, 
  INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR 
  EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR 
  BUSINESS, EXPENDITURES, INVESTMENTS, OR 
  COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS 
  OF ANY GOODWILL, OR DAMAGES RESULTING FROM LOST 
  OR CORRUPTED DATA OR INABILITY TO USE YOUR 
  COMPUTER, OR THE USE OF OTHER PROGRAMS OR DATA ON 
  YOUR COMPUTER, OR THE SOFTWARE) IRRESPECTIVE OF 
  WHETHER BARENTZ, LTD. HAS BEEN INFORMED OF, KNEW 
  OF, OR SHOULD HAVE KNOWN OF, THE LIKELIHOOD OF 
  SUCH DAMAGES.  THIS LIMITATION APPLIES TO ALL 
  CAUSES OF ACTION IN THE AGGREGATE, INCLUDING 
  WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF 
  WARRANTY, NEGLIGENCE, STRICT LIABILITY, 
  MISREPRESENTATION, AND OTHER TORTS.  IF BARENTZ, 
  LTD'S EXCLUSION OF ANY WARRANTY AND/OR LIMITATION 
  OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL 
  FOR ANY REASON WHATSOEVER BE HELD UNENFORCEABLE 
  OR INAPPLICABLE, USER AGREES THAT BARENTZ, LTD'S 
  LIABILITY TO ANY PARTY SHALL NOT EXCEED THE 
  PURCHASE PRICE OF THE SOFTWARE.  Some states do 
  not allow the exclusion or limitation of 
  incidental or consequential damages or the 
  limitation of duration of an implied warranty, so 
  the limitation or exclusion herein may not apply 
  to you. 
 
   Article 7 -- General: 
 
   . This is the exclusive Agreement between 
     Barentz and you regarding its subject matter. 
     You shall pay any taxes on the Software or 
     transactions, except for those based on 
     Barentz's annual net income. 
 
   . Copyright Owners shall be third party 
     beneficiaries of Barentz's rights under this 
     Agreement, but they are not a party hereto and 
     shall have no obligation hereunder. 
 
   . If any provision of this Agreement is declared 
     invalid or unenforceable, the remaining 
     provisions of this Agreement shall remain in 
     effect. 
 
   . This Agreement supersedes and replaces any and all 
     previous Agreements, whether written or oral, 
     with you regarding the Software. 
 
   . This Agreement shall be governed by the laws 
     of the State of Texas, except for that body of 
     law dealing with conflicts of law. 
 
   COMMERCIAL COMPUTER SOFTWARE 
 
  The Software is a "commercial item", as that term 
  is defined at 48 C.F.R. 2.101 (Oct. 1995) 
  consisting of "commercial computer software" and 
  "commercial computer documentation," as such 
  terms are used in 48 C.F.R. 12.212 (Sept. 1995). 
  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 
  227.7202-1 through 227.7202-4 (June 1995), all 
  U.S. Governmental End Users acquire the Software 
  with only those license rights set forth herein. 
  The Software is Copyright (c) 1996-97 by Matthew 
  Tagliaferri.  Portions of the Software are 
  Copyright (c) 1996-97 by Worldwide MicroTronics 
  Inc.  UNPUBLISHED.  ALL RIGHTS RESERVED UNDER THE 
  COPYRIGHT LAWS OF THE UNITED STATES AND 
  INTERNATIONAL TREATY PROVISIONS.  qED is a 
  trademark of Matthew Tagliaferri.  For purpose of 
  any public disclosure provision under any 
  federal, state or local law, it is agreed that 
  this Software is a trade secret and proprietary 
  commercial Software is not subject to disclosure. 
 
 
