CONTRACT 

    This Contract (hereafter, the "Contract") entered into this ______ day
of ____________________, ______, between The Fuzion Labs Group, a California
joint venture (hereafter, the "Fuzion Group" or "Licensor") with an address
of 16212 NE 57th Street, Redmond, WA 98052, and
________________________________________________, a ________________________
organized under the laws of the State of ___________________ (hereafter,
"Licensee") with an address of __________________________________________.

    WHEREAS,  Licensor is the creator and owner of the FuzionŽ System, a set
of rules for creating characters in and for playing a roleplaying game; and

    WHEREAS, Licensee desires to license from Licensor the right to create
published products using the FuzionŽ System, as set forth below;

    BE IT THEREFORE RESOLVED that the parties enter into the following
Contract:

1.  Scope Of Contract:  Licensor hereby grants to Licensee a nontransferable
license to use the FuzionŽ System in a published game product or products,
as follows:
 Licensor hereby grants to Licensee a nontransferable license to use the
full FuzionŽ System in a product or products, including all FuzionŽ System
rules and Plug-Ins created by Licensor as of the date of this Contract.
Licensor shall provide Licensee with the following:  the full FuzionŽ System
lists of skills and Powers; the full FuzionŽ System list of weapons,
vehicles, equipment, and the like; and generic examples and sidebars for use
with FuzionŽ System products.  These documents shall be provided in ASCII
text or in Microsoft Word format, as desired by Licensee.  Licensee further
licenses the right to use the Fuzion Developeršs Kit, the tools used by
Licensor to create new rules, statistics, Plug-Ins, Powers, skills,
equipment, weapons, vehicles, and the like for the FuzionŽ System.  Licensee
shall have the right to create new rules, statistics, Powers, Plug-Ins,
skills, equipment, weapons, vehicles, and the like for use with the FuzionŽ
System.  Licensee shall be entitled to receive from Licensor all updates for
the FuzionŽ System created by Licensor during the term of this Contract.
All new rules, Powers, Plug-Ins, statistics, skills, equipment, weapons,
vehicles, and the like created by Licensee shall become the property of
Licensee, but cannot be published in Fuzion terms independently of the
Fuzion rules and license.  Licensee specifically agrees that it is
purchasing a license to use the Fuzion Developeršs Kit and the FuzionŽ
System, not ownership of the FuzionŽ System or Fuzion Developeršs Kit
themselves.)

2.  Reservation Of Right To Trademark; Acknowledgment Of Ownership;
Protection Of Trademarks:  Licensee hereby agrees that it is purchasing a
license only.  All right of ownership of the trademarks listed in this
Contract, including but not limited to the FuzionŽ System, Instant FuzionŽ,
and Total FuzionŽ, shall remain the property of Licensor.  Licensee shall
acknowledge Licensoršs ownership of said trademarks and of the FuzionŽ
System in all products published by it pursuant to the license granted by
this Contract (and in all advertising or promotional items, products or
literature created regarding such published products); furthermore, all such
published products (and all advertising or promotional items, products, or
literature created regarding such published products) shall acknowledge that
they are produced under license from Licensor.
    The parties expressly agree that Licensee shall not have any right,
title or interest in the trademarks and tradenames described in this
Contract, except only the right to use such trademarks and tradenames in
connection with the activities of Licensee described in this Contract.
Nothing contained in this Contract shall be construed to grant or assign to
Licensee any additional right, title or interest in such trademarks and
tradenames, except such limited right to use such trademarks and tradenames.
    Licensor expressly reserves the sole and exclusive ownership of the
trademarks and tradenames covered by this Contract.  Licensee agrees not to
use such trademarks or tradenames, or any combination thereof, with or
without any other word or words, as part of its corporate name, or for the
purpose of advertising its business, without the prior written consent of
Licensor.  On the termination of this Contract, or on the request of
Licensor, Licensee shall immediately and completely discontinue all use of
such trademarks and tradenames.
    Licensor agrees that Licensor will, for the life of this Contract,
maintain, protect and defend the registration of the trademarks and
tradenames described herein with the United States Patent and Trademark
Office.  Licensor shall at its own expense challenge all unauthorized uses
or infringements on the trademark, and Licensor shall prosecute any person
or firm who unlawfully uses or attempts to use the trademarks.  Licensor
shall also diligently oppose or seek to cancel registrations or applications
for registration of trademarks that infringe or appear to infringe on the
trademarks identified herein.  Licensee agrees to assist Licensor in the
prosecution of lawsuits by providing such evidence and expert assistance as
Licensee may have within its control, and, to the extent permitted by law,
Licensee shall have the right to intervene at its own expense in any legal
proceeding affecting the rights acquired by Licensee under this Contract.

3.  Right Of Approval:  Licensee agrees to furnish to Licensor, free of
cost, adequate samples of each item sold by Licensee under Licensoršs
trademarks or tradenames, together with the package or container and
wrapping and labeling material for each such item, if applicable, for
Licensoršs prior written approval, before advertising, distributing or
selling each such item.  Licensor shall have the right to disapprove the
sale of any such item, or to require changes in text, content, rules,
packaging, wrapping or labeling material as a condition of its approval of
the sale of such item, without liability to Licensee for any damage or
additional cost Licensee may incur as a result of such disapproval or
conditional approval.

4.  Nonexclusivity Of License:  Licensee hereby acknowledges that the grant
of license contained in this Contract is nonexclusive.  Licensor shall have
the right to license the FuzionŽ System to other game companies, publishers,
or any other entity as it sees fit.  In order to strengthen the community of
publishers using the Fuzion system, it is expected that the Licensee will
give serious consideration to giving license or permission to other
Licensees who may wish to use the original Fuzion material created by the
Licensee and under his copyright.

5.  Terms:
    a.  Payment:
1.  Amount And Type Of Payment:  Licensee shall pay Licensor, as
consideration for the license granted by this Contract, the following
consideration: 5% of retail price of all electronic sales and/or 2% of
retail price for all paper published products, where retail is defined as
the advertised price and that suggested to retail and wholesale dealers.

2.  Time Of Payment:  The payments described in Subparagraph (5.a.1), supra,
shall be made as follows: Payment of royalties based on sales for the first
6 months of the year (Jan-June) will be paid to Licensor by July 31 of the
same year. Royalties based on sales for second 6 months of the year
(July-December) will be paid to Licensor by January 31 of the following
year.

b.  Duration Of Contract:  The initial term of this Contract (hereafter the
"primary term"), shall commence on the date the last part signs this
contract and ends on that same day three years hence. On the expiration of
the primary term of this Contract, Licensee shall have the first option to
renew the license granted herein for a further term of one year, on such
terms as Licensor may determine.

6.  Recordkeeping; Right Of Inspection:  Licensee shall keep accurate
accounts and records of all transactions related to or arising out of this
Contract, and Licensor or Licensoršs authorized representative shall have
the right, upon reasonable notice, and at all reasonable business hours and
at Licensoršs expense, to examine and copy any and all books, records,
accounts and other documents in the possession of, or under the control of,
Licensee relating to the subject matter of this Contract.
    Licensee agrees to deliver an annual report to Licensor on or before
15th day of January of each calendar year, commencing with the beginning of
the contract as defined above and showing the total sales, both in volume
and in value, of each product sold under Licensoršs trademarks pursuant to
this Contract during the next preceding calendar year.

7.  Termination:
    a.  Licensoršs Right Of Termination:  Licensor shall have the right to
terminate this Contract on the occurrence of any one or more of the
following events:  
1. The failure of Licensee for any reason to carry on diligently and in good
faith the endeavors contemplated in this Contract, including, without
limitation, the manufacture, distribution, marketing and sale of the
products covered by this Contract;
2. The failure of Licensee to make any payment or furnish any statement
required pursuant to this Contract within 14 days after Licensor has
delivered written notice to Licensee that such payment or statement is
overdue;  
3. The insolvency of Licensee;
4. The filing of a petition in bankruptcy by Licensee;
5. An adjudication that Licensee is bankrupt;
6. Any assignment for the benefit of creditors by Licensee;
7. The placement of Licenseešs assets in the hands of a trustee or receiver;
or  
8. The breach by Licensee of any material term of this contract.
 
    b. Licensoršs Notice Of Termination:  Licensor may exercise such right
of termination by giving Licensee, Licenseešs trustees, receivers or
assignees, 10 daysš written notice of Licensoršs election to terminate.
After the expiration of such period, this Contract shall automatically
terminate, and Licensee, Licenseešs trustees, receivers and assignees shall
have no further right to sell or in any way deal in or with any of the
products covered by this Contract, or any advertising matter, packing
material or containers pertaining thereto, except with the prior specific
written consent of Licensor, and subject to Licensoršs specific
instructions.   
 
    c.  Licenseešs Right Of Termination:  Licensee shall have the right to
terminate this Contract on the occurrence of any one or more of the
following events:
1. The failure of Licensor for any reason to carry on diligently and in good
faith the endeavors contemplated in this Contract.
2. The breach by Licensor of any material term of this contract.

    d.  Licenseešs Notice Of Termination:  Licensee may exercise such right
of termination by giving Licensee, Licenseešs trustees, receivers or
assignees, 10 daysš written notice of Licensoršs election to terminate.
After the expiration of such period, this Contract shall automatically
terminate, and Licensee, Licenseešs trustees, receivers and assignees shall
have no further right to sell or in any way deal in or with any of the
products covered by this Contract, or any advertising matter, packing
material or containers pertaining thereto, except with the prior specific
written consent of Licensor, and subject to Licensoršs specific
instructions.

    e.  Licensee Not Relieves Of Obligations To Licensor:  Termination of
this Contract by either party shall not relieve Licensee of its obligation
to pay Licensor for any payments, fees, royalties, or indebtedness accrued
or unpaid at the time of such termination.
    If this contract is terminated under any of the provisions of this
section, Licensor shall be entitled to retain any and all moneys, royalties,
advances and other things of value theretofore paid or delivered to Licensor
by Licensee.

8.  Effect Of Termination:  On termination of this Contract for any reason,
all rights and privileges granted Licensee herein shall immediately
terminate.  Licensee agrees that on such termination Licensee shall
discontinue all use of any trademarks or tradenames covered by this
Contract.  Licensee further agrees to make no further reference to any
trademark or tradename of Licensor in connection with Licenseešs business.
    Within 30 days after the expiration or termination of this Contract for
any reason other than the default or insolvency of Licensee, Licensee shall
give Licensor an itemized statement of all unsold articles that were
manufactured, or were in the process of manufacture, pursuant to this
Contract, more than 30 days prior to such expiration or termination.  On
delivery of such statement to Licensor, and for a period of 30 days after
the date of such expiration or termination of this Contract, Licensee shall
have the right to dispose of all such articles that were manufactured, or
were in the process of manufacture, pursuant to this Contract, more than 30
days prior to such expiration or termination.

9.  Indemnification:  Licensee agrees to defend Licensor against any fines,
suits, hearings, proceedings, claims, demands, or actions instituted by any
third party against Licensor arising out of any activities of Licensee
pursuant to this Contract, and to indemnify Licensor against any costs or
damages that may be imposed on Licensor as a result of any such proceeding,
including but not limited to reasonable attorneysš fees, compensatory
damages, and punitive or exemplary damages.

10.  Confidentiality:  All of Licensoršs products remain Licensoršs sole and
exclusive property and trade secret.  Licensee acquires neither title nor
ownership rights in Licensoršs products nor the media on which they are
given to Licensee.  Licensee agrees to take reasonable security precautions
to prevent disclosure of Licensoršs products to third parties and to protect
and maintain confidentiality.  Licensee agrees to notify Licensor of any
unauthorized disclosure immediately upon its discovery by Licensee.
Licensee specifically agrees that it owes Licensor a fiduciary duty and
obligation to protect Licensoršs property, confidential information, and
trade secrets.  Licensor will have the same confidentiality obligations for
any specific confidential information Licensee supplies to Licensor provided
by Licensee to Licensor as confidential.  Injunctive relief, in addition to
any other right or remedy, shall be an appropriate remedy to enforce the
provisions of this Section should the need arise.

11.  Relationship Between The Parties:  It is understood and agreed that no
agency, employment, joint venture, partnership, or subsidiary relationship
is hereby created by the parties, and the business to be operated by
Licensee is separate and apart from any that may be operated by Licensor.
It is agreed that Licensee is not an affiliate of Licensor, and no
representations will be made by either party that would create a parent
agency, employment, joint venture, partnership, or subsidiary relationship,
and neither party shall have authority to act for the other in any manner to
create obligations or debts that would be binding on the other.  Neither
party shall be responsible for any obligation or expenses of the other.  The
only relationship between the parties shall be that of independent
contractors, and neither party shall be responsible for any act or omission
of the other or any employee of the other.

12.  Arbitration:  The parties to this Contract expressly agree that all
disputes concerning the terms and performance of this Contract shall be
determined by arbitration.

13.  Choice Of Forum And Law:  The parties to this Contract expressly agree
that it shall be governed by the laws of the State of California.  Any
litigation between the parties related to this Contract shall be conducted
and filed in the courts of the State of California.

    So agreed, this the _______ day of ______________________, ______.

    FOR LICENSEE:                FOR LICENSOR:
                            THE FUZION LABS GROUP



    ________________            _________________
    By:                        By:
    Title: