  SOFTWARE LICENSE AGREEMENT
  
  IMPORTANT - READ CAREFULLY: USE OF THIS PROGRAM IS SUBJECT TO
  THE SOFTWARE LICENSE TERMS SET FORTH BELOW. "PROGRAM"
  INCLUDES ALL SOFTWARE INCLUDED WITH THIS AGREEMENT, THE
  ASSOCIATED MEDIA, ANY PRINTED MATERIALS, AND ANY ON-LINE OR
  ELECTRONIC DOCUMENTATION, AND ANY AND ALL COPIES OF SUCH
  SOFTWARE AND MATERIALS. BY OPENING THIS PACKAGE, INSTALLING,
  AND/OR USING THE PROGRAM AND ANY SOFTWARE PRGRAMS
  INCLUDED WITHIN, YOU ACCEPT THE TERMS OF THIS LICENSE WITH
  ACTIVISION, INC. ("ACTIVISION"). 
  
       LIMITED USE LICENSE. Subject to the conditions described below,
  Activision grants you the non-exclusive, non-transferable, limited right and
  license to install and use one copy of this Program solely and exclusively
  for your personal use. All rights not specifically granted under this
  Agreement are reserved by Activision and, as applicable, Activision's
  licensors. This Program is licensed, not sold, for your use. Your license
  confers no title or ownership in this Program and should not be construed as
  a sale of any rights in this Program.
  
       LICENSE CONDITIONS. 
  You shall not:
    Exploit this Program or any of its parts commercially.
    Use this Program, or permit use of this Program, on more than one computer,
    computer terminal, or workstation at the same time.
    Make copies of this Program or any part thereof, or make copies of the
    materials accompanying this Program.
    Use the program, or permit use of this Program, in a network, multi-user
    arrangement or remote access arrangement, including any online use, except
    as otherwise explicitly provided by this Program.
    Sell, rent, lease or license any copies of this Program, without the
    express prior written consent of Activision.
    Remove, disable or circumvent any proprietary notices or labels contained
    on or within the Program.
  
       OWNERSHIP.  All title, ownership rights and intellectual property rights
    in and to this Program and any and all copies thereof (including but not
    limited to any titles, computer code, themes, objects, characters, character
    names, stories, dialog, catch phrases, locations, concepts, artwork,
    animation, sounds, musical compositions, audio-visual effects, methods of
    operation, moral rights, any related documentation, and "applets"
    incorporated into this Program) are owned by Activision, affiliates of
    Activision or Activision's licensors. This Program is protected by the
    copyright laws of the United States, international copyright treaties and
    conventions and other laws. This Program contains certain licensed materials
    and Activision's licensors may protect their rights in the event of any
    violation of this Agreement.
  
       PROGRAM UTILITIES. This Program contains certain design, programming
  and processing utilities, tools, assets and other resources ("Program
  Utilities") for use with this Program that allow you to create customized new
  game levels and other related game materials for personal use in connection
  with the Program ("New Game Materials"). The use of the Program Utilities is
  subject to the following additional license restrictions:
  
      You agree that, as a condition to your using the Program Utilities, you
      will not use or allow third parties to use the Program Utilities and the
      New Game Materials created by you for any commercial purposes, including
      but not limited to selling, renting, leasing, licensing, distributing, or
      otherwise transferring the ownership of such New Game Materials, whether
      on a stand alone basis or packaged in combination with the New Game
      Materials created by others, through any and all distribution channels,
      including, without limitation, retail sales and on-line electronic
      distribution. You agree not to solicit, initiate or encourage any proposal
      or offer from any person or entity to create any New Game Materials for
      commercial distribution. You agree to promptly inform Activision in
      writing of any instances of your receipt of any such proposal or offer.
      If you decide to make available the use of the New Game Materials created
      by you to other gamers, you agree to do so solely without charge. 
      New Game Materials may be created only if such New Game Materials can be
      used exclusively in combination with the retail version of the Program.
      New Game Materials may not be designed to be used as a stand-alone
      product.
      New Game Materials must not contain any illegal, obscene or defamatory
      materials, materials that infringe rights of privacy and publicity of
      third parties or (without appropriate irrevocable licenses granted
      specifically for that purpose) any trademarks, copyright-protected works
      or other properties of third parties.
      All New Game Materials must contain prominent identification at least in
      any on-line description and with reasonable duration on the opening
      screen: (a) the name and E-mail address of the New Game Materials'
      creator(s) and (b) the words "THIS MATERIAL IS NOT MADE OR SUPPORTED
      BY ACTIVISION."
  
  WARRANTY INFORMATION.  THIS PROGRAM IS PROVIDED AS IS.
  ACTIVISION AND ITS AFFILIATES MAKE NO WARRANTIES OF ANY
  KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED,
  INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
  PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND NO OTHER
  REPRESENTATIONS OR CLAIMS OF ANY KIND SHALL BE BINDING ON
  OR OBLIGATE ACTIVISION OR ITS AFFILIATES. 
  
  LIMITATION ON DAMAGES.  IN NO EVENT WILL ACTIVISION OR ANY
  AFFILIATES OF ACTIVISION BE LIABLE FOR SPECIAL, INCIDENTAL OR
  CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE OR
  MALFUNCTION OF THE PROGRAM, INCLUDING DAMAGES TO PROPERTY,
  LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO
  THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES,
  EVEN IF ACTIVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
  DAMAGES. ACTIVISION'S LIABILITY SHALL NOT EXCEED THE ACTUAL
  PRICE PAID FOR THE LICENSE TO USE THIS PROGRAM. SOME
  STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN
  IMPLIED WARRANTY LASTS AND/OR THE EXCLUSION OR LIMITATION OF
  INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITAIONS
  AND/OR EXCLUSION OR LIMITATION OF LIABILITY MAY NOT APPLY TO
  YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU
  MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO
  JURISDICTION.
  
  TERMINATION. Without prejudice to any other rights of Activision, this
  Agreement will terminate automatically if you fail to comply with its terms
  and conditions. In such event, you must destroy all copies of this Program
  and all of its component parts.
  U.S. GOVERNMENT RESTRICTED RIGHTS. The Program and documentation have
  been developed entirely at private expense and are provided as "Commercial
  Computer Software" or "restricted computer software." Use, duplication or
  disclosure by the U.S.  Government or a U.S. Government subcontractor is
  subject to the restrictions set forth in subparagraph (c)(1)(ii) of the
  Rights in Technical Data and Computer Software clauses in DFARS 252.227-7013
  or as set forth in subparagraph (c)(1) and (2) of the Commercial Computer
  Software Restricted Rights clauses at FAR 52.227-19, as applicable. The
  Contractor/Manufacturer is Activision, Inc., 3100 Ocean Park Boulevard,
  Santa Monica, California 90405.
  
  INJUNCTION. Because Activision would be irreparably damaged if the terms of
  this Agreement were not specifically enforced, you agree that Activision
  shall be entitled, without bond, other security or proof of damages, to
  appropriate equitable remedies with respect to breaches of this Agreement,
  in addition to such other remedies as Activision may otherwise have under
  applicable laws.
  
  INDEMNITY.  You agree to indemnify, defend and hold Activision, its partners,
  affiliates, licensors, contractors, officers, directors, employees and agents
  harmless from all damages, losses and expenses arising directly or indirectly
  from your acts and omissions to act in using the Product pursuant to the
  terms of this Agreement 
  
  MISCELLANEOUS. This Agreement represents the complete agreement concerning
  this license between the parties and supersedes all prior agreements and
  representations between them. It may be amended only by a writing executed
  by both parties. If any provision of this Agreement is held to be
  unenforceable for any reason, such provision shall be reformed only to the
  extent necessary to make it enforceable and the remaining provisions of this
  Agreement shall not be affected. This Agreement shall be construed under
  California law as such law is applied to agreements between California
  residents entered into and to be performed within California, except as
  governed by federal law and you consent to the exclusive jurisdiction of the
  state and federal courts in Los Angeles, California. 
  
  If you have any questions concerning this license, you may contact Activision
  at 3100 Ocean Park Boulevard, Santa Monica, California 90405, (310) 255-2000, 
  Attn. Business and Legal Affairs, legal@activision.com
