QUANTUM3D, INC. SUBLICENSE AND CONFIDENTIALITY AGREEMENT

LICENSE AND CONFIDENTIALITY:  Quantum3D, Inc. ("Quantum3D"), under
license from Alliance Semiconductor Corporation ("Alliance"), 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. 

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;
* 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.

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 
Alliance Semiconductor Corporation, 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 
Alliance.  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 Alliance grant any
express or implied right to you under Quantum3D or Alliance 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.

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, 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.

COPYRIGHT NOTICE.  These Materials are the copyrighted works of
Quantum3D, Inc., by permission of and under license from Alliance
Semiconductor Corporation. Copyright 1997, 1998 by Quantum3D, Inc. 

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 Alliance Semiconductor Corporation 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.

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ORIGINAL LICENSE
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BINARY CODE SOFTWARE LICENSE AGREEMENT
NOTICE - PLEASE READ THIS BEFORE USING THIS SOFTWARE

By accepting this PROMOTION DRIVER (the "Software Product") you agree to license 
the Software Product from Alliance Semiconductor Corporation (Alliance) under the 
terms and conditions of this Binary Code Software License Agreement ("Agreement").


1.  Ownership.  Alliance owns, or is a rightful licensee, of all copyright, trade secret,
    patent and other proprietary rights in the Software Product.

2.  License
    a.	Grant.  Alliance grants you a nonexclusive license to use the Software Product 
	on a single computer with a ProMotion or other Alliance Semiconductor Corporation
	graphics accelerator product.  You are entitled to make one copy of the product
	for Back-up purposes only.  You may transfer the Software Product to another
	person only if the transferee agrees to the conditions of this Agreement.
    b.	Restrictions.  You may not, without the express written consent of Alliance, 
	(1) copy (except at set forth above), distribute, rent, lease or sublicense all
	or any portion of the Software Product; (2) modify or prepare derivative works of
	the Software Product; or (3) decompile, disassemble, or otherwise reverse 
        engineer the Software Product.

3.  Disclaimer of Warranty.  This software is provided "AS IS" and without warranty.  
    ALLIANCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
    MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT WILL ALLIANCE'S 
    LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, 
    INCLUDING LOST PROFITS, EVEN IF ALLIANCE HAS  KNOWLEDGE OF THE POTENTIAL LOSS OR 
    DAMAGE.

4.  Term.  This Agreement shall remain in effect until terminated by either party.  You 
    may terminate this Agreement at any time by destroying the Software Product, 
    including any copies residing on computer equipment.  Alliance may terminate this
    Agreement if you do not comply with any of the Agreement terms.  Upon termination, 
    you agree to destroy the Software Product and all copies in your possession.

5.  U.S. Government Restricted Rights.  If the Software Product IS to be used in the 
    performance of a government contract or subcontract, the Software Product is provided 
    on a "restricted rights" basis only.  You agree to place a legend in the form
    provided under the appropriate governmental regulations indicating so.

6.  Governing Law.  This Agreement shall be governed by the laws of the State of 
    California without regard to the body of law pertaining to choice of laws.

7.  Severability and Entire Agreement.  If any provision of this Agreement is held by a 
    court to be illegal, invalid or unenforceable, it will be enforced to the maximum 
    extent permissible and the remaining provisions shall remain in full force and 
    effect. This Agreement and its exhibits contain the entire understanding and 
    agreement between the parties respecting the subject matter hereof, and all prior
    quotations, invoices, negotiations, understandings, representations and agreements
    of the parties, whether oral or written, are superseded in their entirety.


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