QUANTUM3D, INC. SUBLICENSE AND CONFIDENTIALITY AGREEMENT

LICENSE AND CONFIDENTIALITY:  Quantum3D, Inc. ("Quantum3D"), under
license from 3Dfx Interactive, Inc. ("3Dfx"), grants you the right
to install the enclosed software and related documentation
(collectively, the "Materials") onto a single computer for your
personal use.  You may not use, copy, modify, sell, transfer or
disclose any part of the Materials except as provided in this
Agreement. You may only use the Materials in connection with the
development of products that employ Quantum3D or 3Dfx technology,
including Quantum3D graphics accelerators.

RESTRICTIONS:  You may not:

* Sublicense or permit simultaneous use of the Materials by more
  than one user;
* Reverse engineer, decompile, or disassemble the enclosed software;
* Use the Materials for any purpose other than developing game
  titles, software products, or demonstration software for any
  platform or products other than those products that incorporate
  3Dfx technology.  Without limiting the generality of the
  foregoing, you may not use or disclose all or any part of the
  Materials in connection with the development of products
  competitive with Quantum3D or 3Dfx chips, drivers, APIs and other
  products;
* Make copies of the Materials other than for back-up purposes, and
  you may not use the back-up copies other than as a replacement for
  the original copy.  You must include on the back-up copies all
  copyright and other notices included on the Materials; and
* Export the Materials in violation of the export control laws of
  the United States of America and other countries.

GENERATED CODE:  Quantum3D hereby grants to you the right to include
the object code "runtime" version of the enclosed software in your
software product for the platforms that include 3Dfx technology (the
"Generated Code") and the right to replicate and distribute (and
have others replicate and distribute) such object code "runtime"
version of the enclosed software worldwide, but only as part of the
Generated Code. You agree to indemnify Quantum3D, 3Dfx, and their
affiliates against any loss, liability or expense (including
reasonable legal fees) arising out of or in connection with the use,
marketing, licensing or sale of the Generated Code or the
maintenance, support or other services or activities related
thereto.

TERMINATION:  Upon any violation of any of the provisions of this
Agreement, your right to use the Materials shall automatically
terminate and you shall be obligated to return to Quantum3D or
destroy all of your copies of the Materials.

OWNERSHIP AND COPYRIGHT OF MATERIALS:  Except for the license
expressly granted hereunder, Quantum3D, under license from 3Dfx,
retains all rights, title and interests in and to the Materials and
all copies thereof.  The Materials are copyrighted and are protected
by United States copyright laws and international treaty provisions.
You acknowledge that the Materials are valuable trade secrets of
Quantum3D and 3Dfx.  You may not remove the copyright and other
proprietary rights notices from the Materials.  You agree that this
Agreement shall be retained with all printed and electronic copies
the software and documentation constituting the Materials. You agree
to prevent any unauthorized copying of the Materials.  Except as
expressly provided herein, neither Quantum3D nor 3Dfx grant any
express or implied right to you under Quantum3D or 3Dfx patents,
copyrights, trademarks, or trade secret information.

NO WARRANTY; NO LIABILITY FOR DAMAGES:  THE MATERIALS ARE PROVIDED
"AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY,
NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, OR FITNESS FOR
ANY PARTICULAR PURPOSE.  IN NO EVENT SHALL QUANTUM3D OR 3DFX BE
LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DIRECT OR INDIRECT DAMAGES, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE MATERIALS, EVEN IF QUANTUM3D OR 3DFX HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the
generality of the foregoing, no warranty is made that the enclosed
software will generate computer programs with the characteristics or
specifications desired by you or that the Generated Code will be
error-free.

THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS
AGREEMENT.  Because some jurisdictions prohibit the exclusion or
limitation of liability for damages, the above limitation may not
apply to you and you may have other legal rights that vary by
jurisdiction.

LIMITED SUPPORT: Quantum3D provides limited support and 3Dfx does
not provide any support for the Materials. 3Dfx does have a
newsgroup at news.3dfx.com in which the enclosed software is
discussed.  However, neither Quantum3D nor 3Dfx make any
representations or warranties as to the accuracy of any statements
or advice provided by any participant in the newsgroup.

US GOVERNMENT RESTRICTED RIGHTS.  Use, duplication or disclosure by
the U.S. government is subject to restrictions set forth in
subparagraphs (a) through (d) of the Commercial Computer-Restricted
Rights clause at FAR 52.227-19 when applicable, or in subparagraph
(c)(l)(ii) of the Rights in Technical Data and Computer Software
clause at DFARS 252.227-7013, or at 252.211-7015, or to 3Dfx's
standard commercial license, as applicable, and in similar clauses
in the NASA FAR Supplement.  Contractor or manufacturer is
Quantum3D, Inc., 2520 Mission College Boulevard, Suite 202,
Santa Clara, CA  95054.

MISCELLANEOUS.  Subject to the immediately preceding paragraph, this
Agreement represents the complete agreement concerning this license
and may amended only by a writing executed by both parties.  If any
provision of this Agreement is held to be unenforceable, such
provision shall be reformed only to the extent necessary to make it
enforceable.  This Agreement shall be governed by California, U.S.A.
law (except for conflict of law provisions). The application the
United Nations Convention on Contracts for the International Sale of
Goods is expressly excluded. Quantum3D, Obsidian, Ventana,
"Affordable Reality", the Quantum3D logo, and other Quantum3D
product names are trademarks, and in some jurisdictions may be
registered trademarks, of Quantum3D or its affiliated companies.
"3Dfx Interactive", the 3Dfx Interactive logo, Voodoo Graphics,
Voodoo Rush, and other 3Dfx Interactive product names are
trademarks, and in some jurisdictions may be registered trademarks,
of 3Dfx Interactive or its affiliated companies.  Other trademarks
are the property of their respective owners.

COPYRIGHT NOTICE.  These Materials are the copyrighted works of
Quantum3D, Inc., by permission of and under license from 3Dfx
Interactive, Inc. Copyright 1997 by Quantum3D, Inc. by permission
and under license from 3Dfx Interactive, Inc.  Copyright 1996, 1997
by 3Dfx Interactive, Inc. All rights reserved.

NOTICE REGARDING SOFTWARE

Any software that is made available to install from this media
("Software") is the copyrighted work of Quantum3D by permission and
under license from 3Dfx Interactive, Inc. and/or its suppliers.  Use
of the Software is governed by the terms of the end user license
agreement, if any, which accompanies or is included with the
Software ("Sublicense Agreement"). You will be unable to install any
Software that is accompanied by or includes a Sublicense Agreement
without first agreeing to the Sublicense Agreement terms.
Reproduction or redistribution of the Software, including to any
other server or location, not in accordance with the Sublicense
Agreement is expressly prohibited.

Document Revision 3

