Total Entertainment Network ("TEN") Terms of Service Agreement:

You should carefully read the terms of this Agreement. By reading these terms
and installing the TEN software, you indicate your acceptance of the terms of
this Agreement and you subscribe to, or become a "Member" (defined below) of,
the Total Entertainment Network service (the "Service") and may use the TEN
software (the "Software") under these terms. If you do not accept these terms,
you may not become a Member of the Service or use the Software.

1. Membership. By accepting the terms of this Agreement, you have become a
Member of the Service with the privilege to use the Service and the obligations
set forth in these terms. As a "Member," you must be the person who authorizes
his or her credit card account to be used to subscribe to the Service and you
must be at least 18 years of age. As a parent or guardian of a minor (i.e.,
someone under 18 years of age), you may authorize the minor to use your account,
but the minor must act responsibly while on the Service and abide by the TEN
Terms of Service and Community Guidelines.

2. License. As a Member, you may use the Software solely for purposes of
accessing and using the Service. You may copy the Software in order to use the
Software on more than one computer, to provide copies to another person (subject
to acceptance of these terms by the other person) or to make backup copies,
provided that you reproduce the copyright notice on any copy of the Software.
You may not use, copy, modify or distribute the Software other than as set forth
in this paragraph 2. You may not decompile, reverse engineer or disassemble the
Software.

3. Ownership. TEN is the owner of the Service and the Software and the
copyrights, trade secrets, patents and other intellectual property rights in the
Software.  

4. Membership Requirements. Your membership in the Service and use of the
Software are subject to following membership requirements, and your membership
and license are subject to termination by TEN in its discretion (at any time
and without notice) for violation of these terms:

(a) You must provide TEN with your full real name along with your current valid
address and valid telephone numbers during the registration process.

(b) The Service is intended to be an enjoyable place for as many members as
possible. To achieve this goal, TEN has developed a set of Community Guidelines
(which can be found in TEN's Help file). You agree to cooperate with TEN in its
efforts to create generally accepted standards for the Service and to comply
with the Community Guidelines. TEN reserves the right to determine, in its sole
discretion, the generally accepted standards for the Service and the Community
Guidelines. 

(c) If you contribute any material (including level designs, mods and
characters), you represent that all material you contribute to the Service does
not violate anyone else’s rights (including copyright, trademark, privacy and
publicity rights). Furthermore, you grant to TEN the nonexclusive right to use,
copy, modify, distribute and otherwise make available the material in connection
with the Service.

(d) You will not disseminate material or engage in behavior on the Service that
is obscene, abusive, deceptive, defamatory, hateful or otherwise inappropriate
(as determined by TEN).  

(e) You will not engage in behavior which disrupts the performance of the
Service or the experience of its members, including behavior such as hacking,
cheating, impersonation, harassing, spamming, or spreading of computer viruses.

(f) Your acknowledge that the Service is intended for an audience of 18 years
of age or older. Certain games, editorial material provided by TEN, and
materials created by TEN members (e.g., chat) may not be suitable for minors.
If you permit minors to use your account, you will be responsible for the
minor's behavior on TEN and for any charges incurred by such minors.
Furthermore, you acknowledge that TEN is not responsible for, and has no
liability arising out of or related to, such minors' exposure to any material
made available on the Service. As in most things, parental guidance and
responsibility is suggested and encouraged. 

5. Bills.  

You agree to pay TEN the charges for your subscription and use of the Service in
accordance with the terms set out in the Billing Information area (available by
clicking on the icon on the New Account screen or, after enrollment, in the
online Account Information area). TEN reserves the right to modify the Billing
Information at any time and the modifications will become effective immediately
upon the posting by TEN of the modifications in the Billing Information area.

6. Telephone Charges. You are responsible for all phone charges incurred while
you access the Service, including but not limited to long distance charges (and
the determination of whether the dial-in phone number you select is subject to
local or long distance charges). Any disputes about phone charges are strictly
between you and your telephone provider.

7. Modification of this Agreement. You understand and agree that TEN may modify
this Agreement at any time and in any manner. Any modification is effective
immediately upon posting on the Service.  By continuing to use of the Service
following modification to this Agreement, you accept the modification. If any
modification to this Agreement is not acceptable to you, you may immediately
terminate your Membership as explained below.

8. Termination. You may terminate your membership at any time by notifying TEN
by phone or U.S. mail; your termination will be effective once TEN has actually
received the notice. TEN may terminate or suspend your membership in its
discretion (at any time and without notice) if you breach any of the terms of
this Agreement (including failure to act in accordance with the generally
accepted standards established by TEN) or fail to make any payments when due or
if any of the representations you make in this Agreement turn out to be false.
You acknowledge that you will continue to incur charges even after you account
is suspended, and you agree that you are responsible for all charges incurred
up until the time termination is effective.  

9. Limited Warranty; Limitation of Remedies.  

THE SOFTWARE AND THE SERVICE ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TEN
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION
OF THE PROGRAM OR OF THE SERVICE WILL BE UNINTERRUPTED OR
ERROR-FREE.

IN NO EVENT WILL TEN BE LIABLE TO YOU FOR ANY DAMAGES,
INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST
SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE
OR THE SERVICE, EVEN IF TEN HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY
OTHER PARTY. IN NO EVENT WILL TEN BE LIABLE FOR ANY
DAMAGES IN EXCESS OF THE STANDARD MONTHLY MEMBERSHIP
FEE FOR THE SERVICE.

Some states do not allow the exclusion of implied warranties or the limitation
or exclusion of liability for incidental or consequential damages, so the above
exclusions may not apply to you.

10. General. This agreement is the complete and exclusive agreement between you
and TEN and supersedes any proposal or prior agreement, oral or written, and any
other communications between you an TEN relating to the subject matter hereof.
This Agreement will be governed by the laws of the State of California.

BY USING THE SERVICE OR THE SOFTWARE, YOU ACKNOWLEDGE
THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND
AGREE TO BE BOUND BY ITS TERMS.

You may contact TEN at 500 Howard Street, Suite 400, San Francisco, CA 94105.