D&D INTERACTIVE, INC.
ELECTRONIC END USER LICENSE AGREEMENT
FOR AXIS 98

NOTICE TO USER:
THIS IS A CONTRACT.  BY INSTALLING AND USING THIS SOFTWARE YOU ACCEPT ALL
THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This D&D INTERACTIVE, INC. ("D&D INTERACTIVE, INC.") End User License
Agreement accompanies the AXIS 98 product and related explanatory
materials ("Software").  The term "Software" also shall include any
upgrades, modified versions or updates of the Software licensed to you by
D&D INTERACTIVE, INC..  Please read this Agreement carefully. If you do
not agree with the terms of this agreement, do not install this software.

Upon your acceptance of this Agreement, D&D INTERACTIVE, INC. grants to
you a nonexclusive license to use the Software, provided that you agree to
the following:

1. Use of the Software.

- You may install the Software on a hard disk or other storage device;
  install and use the Software on a file server for use on a network for
  the purposes of (i) permanent installation onto hard disks or other
  storage devices or (ii) use of the Software over such network; and make
  backup copies of the Software.

- You may make and distribute unlimited copies of the Software, including
  copies for commercial distribution, as long as each copy that you make
  and distribute contains this Agreement, the AXIS 98 installer, and the
  same copyright and other proprietary notices pertaining to this Software
  that appear in the Software.  If you download the Software from the
  Internet or similar on-line source, you must include the
  D&D INTERACTIVE, INC. copyright notice for the Software with any on-line
  distribution and on any media you distribute that includes the Software.

2. Copyright and Trademark Rights.  The Software is owned by
   D&D INTERACTIVE, INC. and its suppliers, and its structure,
   organization and code are the valuable trade secrets of
   D&D INTERACTIVE, INC. and its suppliers.  The Software also is
   protected by United States Copyright Law and International Treaty
   provisions. You may use trademarks only insofar as required to
   comply with Section 1 of this Agreement and to identify printed output
   produced by the Software, in accordance with accepted trademark
   practice, including identification of trademark owner's name.  Such use
   of any trademark does not give you any rights of ownership in that
   trademark.  Except as stated above, this Agreement does not grant you
   any intellectual property rights in the Software.

3. Restrictions.  You agree not to modify, adapt, translate, reverse
   engineer, decompile, disassemble or otherwise attempt to discover the
   source code of the Software. You may not alter or modify in any way the
   installer program or create a new installer for the Software.

4. No Warranty.  The Software is being delivered to you AS IS and
   D&D INTERACTIVE, INC. makes no warranty as to its use or performance.
   D&D INTERACTIVE, INC. AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE
   PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR
   DOCUMENTATION.  D&D INTERACTIVE, INC. AND ITS SUPPLIERS MAKE NO
   WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY
   RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.  IN NO
   EVENT WILL D&D INTERACTIVE, INC. OR ITS SUPPLIERS BE LIABLE TO YOU FOR
   ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST
   PROFITS OR LOST SAVINGS, EVEN IF AN D&D INTERACTIVE, INC.
   REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR
   FOR ANY CLAIM BY ANY THIRD PARTY.  Some states or jurisdictions do not
   allow the exclusion or limitation of incidental, consequential or
   special damages, or the exclusion of implied warranties or limitations
   on how long an implied warranty may last, so the above limitations may
   not apply to you.

5. Governing Law and General Provisions.  This Agreement will be governed
   by the laws of the State of Pennsylvania, U.S.A., excluding the
   application of its conflicts of law rules.  This Agreement will not be
   governed by the United Nations Convention on Contracts for the
   International Sale of Goods, the application of which is expressly
   excluded.  If any part of this Agreement is found void and
   unenforceable, it will not affect the validity of the balance of the
   Agreement, which shall remain valid and enforceable according to its
   terms.  You agree that the Software will not be shipped, transferred or
   exported into any country or used in any manner prohibited by the
   United States Export Administration Act or any other export laws,
   restrictions or regulations.  This Agreement shall automatically
   terminate upon failure by you to comply with its terms.  This Agreement
   may only be modified in writing signed by an authorized officer of
   D&D INTERACTIVE, INC.

Unpublished-rights reserved under the copyright laws of the United States.

D&D Interactive, Inc.
215 North Presidential Boulevard
Bala Cynwyd, PA 19004

YOUR ACCEPTANCE OF THE FOREGOING AGREEMENT WAS INDICATED BY USE OF THE
SOFTWARE PACKAGE.
