QUANTUM3D, INC. END USER SOFTWARE LICENSING AGREEMENT

IMPORTANT - PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING
AND/OR USING THE ENCLOSED SOFTWARE PACKAGE.  BY INSTALLING AND/OR
USING THE ENCLOSED SOFTWARE YOU ARE ACCEPTING THE TERMS OF THIS
LICENSE.  IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT
USE THE SOFTWARE.  PROMPTLY RETURN THE PACKAGE WITH THE SOFTWARE
UNINSTALLED OR UNUSED TO THE PLACE YOU OBTAINED IT FOR A REFUND, IF
APPROPRIATE.

GRANT OF LICENSE:  Quantum3D, Inc., its authorized distributors,
resellers and suppliers (Licensor) grants you the non-exclusive
license to use the enclosed computer program (Software) for internal
use on a single computer when accompanying the enclosed computer
device (Hardware).  You may install one copy of the Software onto
the hard drive of one computer where the Hardware is installed.

COPYRIGHT AND RESTRICTIONS:  The software is owned by Quantum3D,
Inc. or its suppliers.  The Software is copyrighted and protected by
United States copyright laws and international treaty provisions.
You may not duplicate, distribute or sub-license any part of the
Software or permit simultaneous use of the Software by more than one
user.  You may not modify, decompile, reverse engineer, or
disassemble the Software or any part thereof.

EXPORT LAW ASSURANCE:  You agree that neither the Software nor any
part thereof will be transferred, exported, or re-exported, directly
or indirectly, into any country prohibited by the United States
Export Administration Act and regulations thereunder or will be used
for any purpose prohibited by the Act.

TERMINATION:  This License is effective until terminated.  This
License will terminate without notice from Quantum3D, Inc. if you
fail to comply with any of the terms and conditions of this
Agreement.  Upon termination you must destroy the Software and all
installations thereof, and you may terminate this License at any
time by doing so.

LIMITED WARRANTY AND LIABILITY:  Quantum3D, Inc. warrants that, for
the period of thirty (30) days from the date of receipt, the
Software and the original media on which it is delivered are free
from physical defects under normal conditions.  Quantum3D, Inc. does
not warrant the uninterrupted or error-free operation of the
Software.  If during the warranty period the software or the
original media on which it is delivered contains a physical defect,
Quantum3D, Inc. shall replace the Software that does not meet
Quantum3D, Inc.'s Limited Warranty when returned to Quantum3D, Inc.
with a copy of the purchase receipt.  Outside the United States,
neither the Limited Warranty nor any product support services are
available without proof of purchase from an authorized non-U.S.
source.

THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHERS,
ORAL OR WRITTEN, EXPRESSED OR IMPLIED.  QUANTUM3D, INC. AND ITS
SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, OR
STATUTORY, WITH RESPECT TO THIS SOFTWARE, ITS QUALITY, PERFORMANCE,
OR FITNESS FOR A PARTICULAR PURPOSE.  THIS SOFTWARE IS SOLD "AS IS,"
AND YOU, THE LICENSEE, ARE ASSUMING THE ENTIRE RISK AS TO ITS
QUALITY AND PERFORMANCE.

IN NO EVENT SHALL QUANTUM3D, INC. OR ITS SUPPLIERS BE LIABLE FOR
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR FROM ANY
ERROR OR DEFECT IN THE SOFTWARE.  SUCH DAMAGES INCLUDE, BUT ARE NOT
LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND LOSS OF
PROGRAMS OR INFORMATION DATA EVEN IF QUANTUM3D, INC. OR AN
AUTHORIZED QUANTUM3D, INC. REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATIONS OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU.

The liability of Quantum3D, Inc. to you for actual damages for any
cause whatsoever, and regardless of the form of the action, will be
limited to the purchase price of this Quantum3D Product.

UNITED STATES GOVERNMENT RESTRICTED RIGHTS:  The Software is
provided with "RESTRICTED RIGHTS."  Use, duplication, or disclosure
by the Government is subject to restrictions as set forth in FAR
52.227-14 and DFARS 252.227-7013 et seq. or its successor.  Use of
Software by the Government constitutes acknowledgment of Quantum3D,
Inc. proprietary rights in them. Manufacturer is Quantum3D, Inc.,
2520 Mission College Boulevard, Suite 202, Santa Clara, California,
95054-1215.

APPLICABLE LAWS:  This Agreement is governed by the laws of the
State of California and the United States of America.  You may not
export the Software in violation of United States of America export
laws and regulations.

Copyright 1997-1998 Quantum3D, Inc.  All Rights Reserved.

Document Revision 2

