Epic MegaGames Inc.
                           SOFTWARE LICENSE AGREEMENT


This document, describes the terms and conditions by which Epic MegaGames, Inc. 
("Epic") will license the use and distribution of this software program which 
is intended solely for distribution as "shareware" (the "Program") by an end-user 
(You).  No use, reproduction or distribution of the Program, or of copies of the 
Program, is authorized except in compliance with the terms and conditions set 
forth below. By installing the Program You agree to be bound by the terms of this 
Agreement.  If You do not agree to these terms, please remove the Program from 
your hard drive and/or any other storage media You may have stored the Program.

************************************* NOTE *************************************
 You may not distribute this program in any retail distribution channel without 
                     explicit written permission from Epic.


The Program is protected by copyright in the United States, as well as in other 
countries pursuant to international treaties. The Program is intended solely for 
distribution as "shareware" (i.e., "try-before-you-buy" software); it is NOT 
public domain or free software or "freeware".  Epic encourages distribution of 
the Program in accordance with the provisions of this Agreement.  Any use, 
copying or distribution of the Program, or of any copies or elements thereof, 
that is not in compliance with the terms and conditions of this Agreement is 
prohibited.

Limited Use and Distribution License:

Epic authorizes the use, distribution and/or copying of the Program only in 
accordance with the following terms and conditions (the "General Terms and 
Conditions") and with other terms and conditions set forth below that may be 
applicable:

1. Epic hereby grants You a limited right to use the Program for Your gaming 
enjoyment. You acknowledge that the Program is a valuable asset of Epic and Epic 
is the owner of the Program. Enjoy! 

2. Epic MegaGames, Inc. shall be credited as the owner of the Program and Orange 
Games shall be credited as the creator of the Program, in any and all packaging, 
documentation, catalogs, program descriptions, advertising, promotion and public 
relations relating to the distribution of the Program as well as the actual 
distribution of the Program (the Distribution).
	
3. The Program shall be identified by name and shall be expressly identified as 
shareware (and not identified or described as "free software", "public domain 
software", or the like) in any Distribution.
	
4. The shareware concept shall be explained in reasonable detail in any 
Distribution (shareware is "try-before-you-buy" software, and the price paid by 
users (if any) is a distribution charge only).
	
5. You may copy and/or distribute the Program only in its original, unaltered form, 
with all files included unmodified, and without making any additions, modifications 
or deletions except as provided in this paragraph. You may not modify the Program 
or any of its files, and the Program must be distributed as a complete package. 
You may not change, delete, merge or rename any files or elements of the Program 
in any manner, and You may not add any files or new elements (except for 
installation routines which do not interfere with the proper operation or 
installation of the Program).
	
6. You may not decompile, recompile, disassemble, reverse engineer, adapt or create 
derivative works of the Program or any files or elements thereof. You may not use 
the artwork from the Program without Epic’s prior written permission.

7. You may make custom levels of the Game for your own personal use only.  You may not 
sell, distribute, bundle, or, otherwise, provide any custom levels you create to any 
third party for any compensation or remuneration whatsoever. 
	
8. Since the Program is intended for distribution only as shareware, You shall not 
charge any fee or other compensation for the Program, although You may charge a 
distribution fee for costs associated with distributing the Program.  You are 
permitted, and encouraged, to make and distribute copies of the Program to Your 
friends, family members and co-workers without charge, for Your and their private 
noncommercial use, in compliance with the terms and conditions hereof.
	
9. In accordance with the "try-before-you-buy" philosophy behind the shareware 
concept, Epic strongly discourages charging users or recipients more than 
$9.00 (U.S.) for distribution of the Program (or any elements thereof). If You 
charge more than $9.00 for distribution of the Program or any elements thereof 
(inclusive of all fees, costs, expenses and other charges, including without 
limitation charges for copying, shipping, postage and handling, but not including 
sales taxes), then You shall pay Epic a royalty equal to fifty percent (50%) of the 
excess of such charges above $9.00 with respect to each individual user or recipient. 
(By way of illustration and not limitation, if You distribute the Program at a charge 
of $8.00 for disks and $4.00 for shipping and handling (for a total of $12.00), You 
shall pay Epic a royalty of $1.50 with respect to each user or recipient.)  In the 
event that such a royalty is payable to Epic, You shall provide Epic with quarterly 
statements of account setting forth the royalty owed in reasonable detail, 
accompanied by payment thereof; and Epic or its designee shall have the right to 
inspect and audit Your books and records from time to time to verify the amounts of 
the royalties due Epic hereunder. You must notify Epic in writing before You undertake 
any Distribution of the Program for which You plan on charging or do charge end users 
of the Program a fee. 
	
10. You may not remove or alter any copyright or trademark information on the Program, 
and You must take reasonable steps to protect the copyrights, trademarks and other 
rights of Epic in the Program.
	
11. You recognize that Your right to distribute the Program is nonexclusive and that 
Epic can terminate the license granted to You hereunder at any time for any reason 
upon written notice. Epic reserves the right to withhold or withdraw permission to 
distribute the Program from anyone at any time for any reason. You acknowledge that 
You have no reasonable basis or expectation to make a profit regarding the 
Distribution of the Program.  The provisions of paragraphs 5, 8, 14, 17, 18, 21, 
22 and 23 hereof shall survive any expiration or termination of this Agreement.
	
12. You shall take reasonable steps to ensure that the Program and any other software, 
documentation and other materials distributed with the Program are free from viruses 
or other harmful programs or routines.
	
13. This is the current version of the Program and all previous versions of this 
Program have been withdrawn from distribution. You shall use reasonable efforts to 
distribute only the latest version of the Program. If You have a question about this, 
please contact Epic to confirm what is the latest version (You can do this through 
Epic's web site at www.epicgames.com).
	
14. Your limited right to distribute under this Agreement is personal and does not 
include any right of sublicense.
	
15. You may not use, copy, modify, distribute or transfer the Program or any element
thereof in whole or in part, except as expressly provided for herein.
	
16. You may not "rent" or "lease" the Program to anyone.
	
17. Any permission, consent or approval of Epic referred to herein may be granted 
or withheld in Epic's sole discretion (and, unless expressly granted in writing, 
shall be deemed to be withheld).
	
18. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.

THIS PROGRAM IS PROVIDED "AS IS".   YOU HEREBY ACKNOWLEDGE THAT THE 
PROGRAM IS PROVIDED AS SHAREWARE AND YOU HAVE PAID NO FEE FOR THE 
PROGRAM.  

EPIC  MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER 
EXPRESS OR IMPLIED, WITH RESPECT TO THIS PROGRAM OR ANY FILES, 
DOCUMENTATION OR ELEMENTS THEREOF OR RELATING THERETO OR ANY 
MEDIUM THE PROGRAM MAY BE ON (INCLUDING, WITHOUT LIMITATION, 
ANY WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR 
PURPOSE, OF QUALITY OR PERFORMANCE OR OF NON-INFRINGEMENT). 
EPIC HEREBY DISCLAIMS ANY AND ALL WARRANTIES TO THE MAXIMUM 
EXTENT PERMITTED BY LAW.  

SUBJECT TO ANY CONTRARY PROVISIONS OF APPLICABLE STATE LAW, 
IN NO EVENT WILL EPIC BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, 
INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM 
THE USE OF OR INABILITY TO USE THE PROGRAM OR ANY FILES, 
DOCUMENTATION OR ELEMENTS THEREOF, INCLUDING FROM NEGLIGENCE, 
STRICT LIABILITY, OR BREACH OF WARRANTY OR CONTRACT, EVEN IF 
EPIC  IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN 
PARTICULAR, EPIC  IS NOT RESPONSIBLE FOR ANY COSTS OR EXPENSES, 
INCLUDING BUT NOT LIMITED TO THOSE INCURRED AS A RESULT OF 
LOST PROFITS OR REVENUE, LOSS OF USE OF COMPUTER PROGRAMS, 
LOSS OF DATA, THE COST OF A SUBSTITUTE PROGRAM, OR CLAIMS BY 
THIRD PARTIES.  IN NO EVENT SHALL THE LIABILITY OF EPIC FOR 
ANY DAMAGES EVER EXCEED THE PRICE PAID FOR THE LICENSE TO USE 
THE PROGRAM, REGARDLESS OF THE FORM OF CLAIM.  THE USER OF 
THE PROGRAM BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE 
OF THE PROGRAM AND ALL OTHER RISKS RELATING TO THE USE OF OR 
INABILITY TO USE THE PROGRAM. BECAUSE SOFTWARE IS INHERENTLY 
COMPLEX AND MAY NOT BE COMPLETELY FREE OF ERRORS, ALL USERS 
ARE ADVISED TO VERIFY THEIR WORK AND TO MAKE BACK-UP COPIES.

THE PROVISIONS OF THIS SECTION ARE AN ESSENTIAL COMPONENT 
OF EPIC’S WILLINGNESS TO ENTER INTO THIS AGREEMENT.
	
19. This Software License Agreement shall be governed by and construed in 
accordance with the internal laws of the State of Maryland applicable to 
agreements entered into and wholly to be performed therein, without reference 
to conflicts of laws. It shall inure to the benefit of Epic and its 
successors and assigns. With respect to every matter arising under this 
Agreement, You consent to the jurisdiction and venue of the state and federal 
courts located in Maryland, and to service by certified mail, return receipt 
requested, or as otherwise permitted by law.
	
20. Epic reserves the right to update the contents of the Program and/or its 
associated files, documentation and/or other elements, at its discretion from 
time to time, without the consent of, or any obligation to, any licensed users 
or distributors.
	
21. All rights not expressly granted herein are reserved by Epic.
	
22. In the event of any violation of this Agreement or failure to comply with 
any of the terms and conditions set forth herein, or any other violation or 
infringement of any of Epic's rights, Epic shall have available all rights and 
remedies at law and in equity.  Without limiting the foregoing, in the event 
of any such violation or failure to comply, then in addition to its other 
rights and remedies, if Epic so elects Epic shall have the right to seek 
damages of not less than the full registration fee for the registered version 
of the software program with the same name as the Program, with respect to each 
copy of the Program distributed or copied and/or each user or recipient to 
whom the Program was distributed.  (By way of illustration and not limitation, 
if the registration fee for the registered version is $50.00 and distribution 
to 1,000 persons was made in violation of this Agreement, then if Epic so elects 
Epic shall have the right to seek damages of not less than $50,000 under the 
provisions of this paragraph, in addition to its other rights and remedies at 
law or in equity.)
	
23. You will hold Epic, its officers, directors, employees, contractors, 
attorneys, and agents, harmless from and against any and all claims, actions, 
damages, losses, liabilities, costs and expenses (including reasonable 
attorney's fees) arising directly or indirectly from Your acts and omissions 
in copying and distributing the Program (including without limitation from 
any installation routine that You may add).
	
24. If any provision of this Agreement is held to be void, invalid or 
unenforceable, it will not affect the validity of the balance of this 
Agreement, which shall remain valid and enforceable according to its terms 
and conditions.

In addition to the above General Terms and Conditions, the following special 
provisions apply to the types of distribution set forth below:

Distribution by BBS's and Online Services:

Epic allows and encourages bulletin board systems and online services to 
distribute the Program by modem as long as You comply with the General Terms 
and Conditions set forth above.

Distribution of the Program By Itself on Floppy Disk in non-retail environment:

Shareware vendors may distribute the Program alone on one or more floppy disk(s) 
as long as You comply with the General Terms and Conditions set forth above, and 
provided that other than installation routines which do not interfere with the 
proper operation or installation of the Program, no other programs or files are 
included on the floppy disk(s) that contain this Program (i.e., there is no 
bundling or multi-program disks or packs).

No Distribution of the Program on CD-ROM's:

You may not distribute this Program on CD-Rom without obtaining explicit written 
permission from Epic.

No Distribution in a Retail Environment:

You may not distribute this Program in a retail environment (in stores or 
otherwise) without obtaining explicit written permission from Epic.

No Distribution via Subscriptions, "Disk-of-the-Month," Magazine "Cover Disks" 
and "Cover CDs":

As a general matter You may not distribute this Program as a "disk-of-the-month", 
"cover disk" or "cover CD."  Any party wishing to distribute this Program via 
subscriptions, "disk-of-the-month," magazine "cover disks" and/or "cover CDs" 
must obtain Epic's written permission, in addition to complying with the General 
Terms and Conditions set forth above and other applicable terms and conditions. 
Please contact Epic and we'll be glad to consider granting permission to You in 
appropriate cases.

Bundling with Hardware:

You may bundle this Program with new hardware (computers, sound cards, etc.) as 
long as You notify Epic in writing of Your intent to do so, comply with the 
General Terms and Conditions set forth above, and as long as You provide the 
Program free of charge (i.e., at no cost in addition to the hardware) to the 
purchaser when the hardware is purchased.

If You would like more information about OEM and hardware bundling opportunities, 
please contact Epic! We greatly appreciate the opportunity to work with hardware 
manufacturers and resellers.

Other Distribution Opportunities:

Please contact us if You would like to distribute Epic shareware products in a new 
and unique way.  We are open to new opportunities, and we appreciate new and unique 
forms of distribution as a way of reaching new customers.

We thank You for distributing Epic MegaGames shareware products in accordance 
with the terms and conditions of this Agreement.

Epic MegaGames can be contacted at:

	Epic MegaGames, Inc.
	3204 Tower Oaks Blvd., #410
	Rockville, MD 20852
	Tel:  +(301) 983-9771
	Fax:  +(301) 299-3841

In Europe, we can be contacted at:

	Epic MegaGames UK
	39 Norton Road
	Winton, Bournemouth
	Dorset BH9 2PY
	United Kingdom
	Tel:  +44 (0) 1202 52 10 11
	Fax:  +44 (0) 1202 522837