SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY: YOUR USE OF SIN IS SUBJECT TO
THE SOFTWARE LICENSE TERMS SET FORTH BELOW. SIN 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 PROGRAMS INCLUDED WITHIN THE PROGRAM, YOU ACCEPT THE TERMS OF THIS
LICENSE WITH TITAN COMPUTER ("TITAN").


LIMITED USE LICENSE. Subject to the conditions described below, Titan grants
you the non-exclusive, non-transferable, limited right and license to install and
use one copy of Sin solely and exclusively for your personal use. All
rights not specifically granted under this Agreement are reserved by Titan
and, as applicable, Titan's licensors. Sin is licensed, not sold,
for your use. Your license confers no title or ownership in Sin and
should not be construed as a sale of any rights in Sin. All rights not
specifically granted under this Agreement are reserved by Titan and, as
applicable, its licensors.

LICENSE CONDITIONS

You agree not to:

-	Exploit Sin or any of its parts commercially, including but not
  	limited to use at a cyber cafe, computer gaming center or any other
	location-based site. Titan may offer a separate Site License Agreement to
	permit you to make the Program available for commercial use; see the contact
	information below.
-	Sell, rent, lease, license, distribute or otherwise transfer Sin, or
	any copies of Sin, without the express prior written consent of
	Titan.
-	Use Sin, or permit use of Sin, in a network, multi-user
	arrangement or remote access arrangement, including any on-line use, except as
	otherwise specifically provided by Sin.
-	Use Sin, or permit use of Sin, on more than one computer,
	computer terminal, or workstation at the same time.
-	Make copies of Sin or any part thereof, except for back up of
	archival purposes, or make copies of the materials accompanying Sin.
-	Copy Sin onto a hard drive or other storage device; you must run Sin from the 
	included CD-ROM (although Sin itself may automatically
	copy a portion of Sin onto your hard drive during installation in order
	to run more efficiently).
-	Reverse engineer, derive source code, modify, decompile, or disassemble Sin, in 
	whole or in part.
-	Remove, disable or circumvent any proprietary notices or labels contained on
	or within Sin.
-	Export or re-export Sin or any copy or adaptation thereof in
	violation of any applicable laws or regulations.

OWNERSHIP. All title, ownership rights and intellectual property rights in and
to Sin and any and all copies thereof are owned by Titan or its
licensors. Sin is protected by the copyright laws of the United States,
international copyright treaties and conventions and other laws. Sin
contains certain licensed materials and Titan's licensors may protect their
rights in the event of any violation of this Agreement. You agree not to remove,
disable or circumvent any proprietary notices or labels contained on or within
Sin.

THE SIN UTILITIES. Titan may make available certain design, programming and
processing utilities, tools, assets and other resources ("The Sin Utilities")
for use with Sin that allow you to create customized new game levels and
other related game materials for personal use in connection with Sin
("New Game Materials"). The use of the Sin Utilities is subject to the
following additional license restrictions:

-	You agree that, as a condition to your using the Sin Utilities, you will
	not use or allow third parties to use the Sin 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 Titan 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 Sin. 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 TITAN AND/OR HYPERION."

LIMITED WARRANTY. Titan warrants to the original consumer purchaser of Sin that 
the recording medium on which Sin is recorded will be free
from defects in material and workmanship for 90 days from the date of purchase.
If the recording medium is found defective within 90 days of original purchase,
Activision agrees to replace, free of charge, any product discovered to be
defective within such period upon its receipt of the Product, postage paid, with
proof of the date of purchase, as long as Sin is still being manufactured
by Titan. In the event that Sin is no longer available, Titan
retains the right to substitute a similar program of equal or greater value. This
warranty is limited to the recording medium containing Sin as originally
provided by Titan and is not applicable to normal wear and tear. This
warranty shall not be applicable and shall be void if the defect has arisen
through abuse, mistreatment, or neglect. Any implied warranties prescribed by
statute are expressly limited to the 90-day period described above.

EXCEPT AS SET FORTH ABOVE, THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, 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 TITAN.

Defective copies of Sin should be returned to:

Titan Computer
Mahndorfer Heerstr. 80 A
D-28307 Bremen
Germany
Fax: +49 421 1 43 88 29

LIMITATION ON DAMAGES. IN NO EVENT WILL TITAN 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 TITAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TITAN'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 LIMITAION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITAIONS AND/OR EXCLUSION OR LIMITAION 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 Titan, this Agreement
will terminate automatically if you fail to comply with its terms and conditions.

U.S. GOVERNMENT RESTRICTED RIGHTS. Sin 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 Titan Computer, Mahndorfer Heerstr. 80 A, 
D-28307 Bremen, Germany.

INJUNCTION. Because Titan would be irreparably damaged if the terms of this
Agreement were not specifically enforced, you agree that Titan 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 Titan may otherwise have under applicable laws.

INDEMNITY. You agree to indemnify, defend and hold Titan, its partners,
licensors, affiliates, 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. In the event of any dispute, only the courts of Bremen, 
Germany shall have jurisdiction.
