SITE LICENSE AGREEMENT

      This agreement is made of the___day of___, 1999, by and between GT
Interactive Software Corp. ("GT"), a Delaware corporation located at 417 Fifth
Avenue, New York, NY 10016 and_____("Licensee"), a____corporation located
at____.

                                    RECITALS

      A. GT has certain exclusive rights to the computer software program
entitled____(the "Game").

      B. Licensee desires to obtain a non-exclusive license to copy, install and
use the Game on multiple computers located at the Site (as that term is defined
below).

      In consideration of the covenants set forth below and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

      1. GRANT OF RIGHTS:

            a. GT grants Licensee a non-exclusive, non-transferable license to
install and use the Game in executable form only, on up to___(10)___workstations
located at the site/s specified in Exhibit A (the "Site"), and to use the
associated written documentation provided by GT (the "Documentation").

            b. Licensee shall have the right to copy the Game only to the extent
necessary to exercise its rights under this agreement, and for backup and
archival purposes. Licensee shall reproduce GT's end-user licensee agreement,
copyright notices and other proprietary notices on all copies of the Game, and
all copies shall be subject to the terms, conditions and obligations of this
agreement.

            c. Licensee may copy the Documentation to the extent necessary to
exercise its rights under this agreement. Licensee shall reproduce GT's
copyright notices and other proprietary notices on all copies of the
Documentation, and all copies shall be subject to all terms, conditions and
obligations of this agreement.

            d. In the event that Licensee wishes to promote the Game in
connection with the Site, Licensee shall submit all promotional materials to GT
for GT's prior written approval, which shall be granted in GT's sole discretion.
Licensee acknowledges that GT's approval may be contingent upon the approval of
underlying rights holders. GT's failure to approve or comment in writing on any
materials submitted to it for approval within thirty (30) days after receipt of
those materials shall be deemed its rejection. Licensee shall have no right to
advertise, publicize or promote the Game without the prior written approval of
GT

      2. RESERVATION OF RIGHTS:

            a. Licensee acknowledges that any rights granted to it by GT under
this agreement are subject to the rights granted to GT by the Developer and are
limited by any and all restrictions contained in the agreement between GT and
Developer for the Game. All rights not specifically granted to Licensee by this
agreement are expressly reserved by GT. Licensee may not sublicense any of the
rights granted to it under this agreement. The Game shall only be used as
expressly set forth in this agreement. Without limiting the foregoing, Licensee
shall have no right to sell or distribute any copy of the Game or to decompile,
reverse engineer, disassemble, alter, edit, change, add to or delete from the
Master Disk, the Game or the Documentation or permit others to do any of the
foregoing or otherwise exploit those materials by any means not expressly
authorized under this agreement (each, an "Unauthorized Use"). In the event of
an

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Unauthorized Use, this agreement shall immediately terminate in accordance
with Section 11(b).

                  b. GT reserves the right at any time prior to the expiration
of the Term (as defined below) to discontinue developing, producing, licensing
or distributing the Game (the "Discontinued Game"). GT shall notify Licensee (a
"Discontinuance Notice) as soon as practicable in the event the game becomes a
Discontinued Game. In that event, the terms of Section 11(d) shall apply.

      3. OWNERSHIP

            a. Licensee acknowledges that the Game, the Documentation
(collectively, "GT Materials"), and all copies of the GT Materials made by
Licensee under this agreement are the exclusive property of either GT or the
developer of the Game (the "Developer"), as applicable, and that title to the GT
Materials shall at all times remain with GT or the Developer, as applicable.
Licensee further acknowledges that it has no rights in the GT Materials and that
all rights which it may have with respect to the use and display of the GT
Materials are as expressly granted pursuant to the terms of this agreement.

            b. Licensee will take all steps necessary to protect the Game and
the Documentation from any use, reproduction, publication, disclosure or
distribution, except as otherwise specifically set forth in this agreement.

            c. Licensee shall not remove, alter, cover or distort any copyright
notice, trademark or other proprietary rights notice placed by GT in or on the
Game or the Documentation and shall ensure that such notices are reproduced on
all authorized copies of the Game and the Documentation made by Licensee.

      4. DELIVERABLES: Within thirty (30) days of execution of this agreement,
GT shall deliver to Licensee one (1) copy of the Game on computer disk (the
"Master Disk") and one (1) copy of the Documentation for use by Licensee
pursuant to this agreement. Licensee shall bear all costs of copying and
distributing the Game and the Documentation for its use within the Site.

      5. FINANCIAL OBLIGATIONS:

            a. In consideration of the rights granted to Licensee under this
agreement, Licensee shall pay GT a license fee of ($540.00) on execution of this
agreement.

            b. If Licensee shall be required to pay any taxes as a result of the
exploitation of the rights granted under this agreement, other than income taxes
which may be levied against GT from any payments made to GT under the terms of
this agreement, Licensee shall be solely responsible for paying those taxes and
promptly furnish GT with tax receipts certifying the fact that those taxes have
been duly paid.

      6. CONFIDENTIALITY: The parties acknowledge that, during the term of this
agreement, each party will have access to, and may become acquainted with,
certain confidential information relating to merchandising, distribution and
financial arrangements of the other party. Both parties agree that they shall
not, until the later of the expiration of this agreement or such time as the
information is made public, either directly or indirectly, by the party
originally responsible for disclosing the information to the other party, make
known to any person, firm or corporation other than a party to this agreement,
any of the foregoing information. The foregoing obligations shall not apply to
any information which is required to be disclosed in the context of an
administrative, regulatory or judicial process or review nor to disclosure of
the contents of this agreement to any affected Developer. GT shall be entitled
to seek injunctive or other equitable relief without the necessity of posting a
bond, to prevent the breach or threatened breach of the provisions of this
section, and to secure its enforcement.

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      7. REPRESENTATIONS AND WARRANTIES:

            a. Licensee represents and warrants to GT that (i) is a corporation
duly organized and existing under the laws of the state of_____; (ii) it has a
full right, power, legal capacity and authority to enter into this agreement, to
carry out its terms, and to receive the rights, licenses and privileges granted
by this agreement; (iii) GT shall not be required to make any payments of any
nature except as otherwise expressly set forth in this agreement; (iv) it has
not and will not assign, transfer, lease, convey or grant a security interest in
or otherwise similarly dispose of the Game or the Documentation; (v) it shall
use its best efforts to protect GT's and the Developer's intellectual property
rights in the Game and the Documentation against infringement by third-parties;
(vi) it has sufficient resources, equipment and expertise to copy, install and
make the Game available for use within the Site in accordance with the terms of
this agreement; (vii) it shall not copy, install for use or grant any
third-party the right to copy, install, use or otherwise exploit the Game or the
Documentation, except as otherwise set forth in this agreement or as expressly
agreed to in writing by GT; and (vii) the making of this agreement and the
copying, installation, and use of the Game and the Documentation by Licensee
shall not infringe upon or violate any laws or regulations of the Territory; or
any agreement, right or obligation existing or which shall exist between
Licensee or any other person, firm or corporation; or any rights of any third
party. Licensee hereby indemnifies and holds harmless GT from and against any
damages arising out of any breach by Licensee of the terms of this agreement,
its representations or warranties.

            b. GT represents and warrants to Licensee that (i) it is a
corporation duly organized and existing under the laws of the state of Delaware;
and (ii) it has the full right, power, legal capacity and authority to enter
into this agreement, to carry out its terms and to grant the rights granted.

      8. LIMITATION OF LIABILITY: EXCEPT AS EXPRESSLY SET FORTH OTHERWISE AND TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, GT DISCLAIMS ALL WARRANTIES,
EXPRESS, IMPLIED OR OTHERWISE, ARISING OUT OF OR RELATING TO THE GAME, THE
DOCUMENTATION, OR ANY USE OF THEM, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY
WHATSOEVER AS TO THEIR FITNESS FOR A PARTICULAR USE OR THEIR MERCHANTABILITY. GT
SHALL IN NO EVENT BE RESPONSIBLE FOR LOSSES OF ANY KIND OF RESULTING FROM THE
USE OF THOSE MATERIALS INCLUDING (WITHOUT LIMITATION) ANY LIABILITY FOR ANY
INJURIES, LOSSES, EXPENSES OR DAMAGES, CAUSED BY ANY DEFICIENCY, DEFECT, ERROR
OR MALFUNCTION. IN NO EVENT SHALL GT BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) EVEN IF
GT KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THOSE DAMAGES, INJURIES,
EXPENSES OR LOSSES.

      9. TERM: Unless earlier terminated as provided in this agreement, this
agreement shall commence as of the date first set forth above and shall remain
in force and effect for one (1) year from that date ("Initial Term"). The
Initial Term may be extended for additional, consecutive six (6) month periods
by mutual agreement of the parties, to be confirmed in writing thirty (30) days
prior to the expiration of the then-current term. The Initial Term and any
extensions, shall be referred to as the "Term."

      10. MASTER DISK: Licensee shall handle, store and safeguard the Master
Disk so as to prevent an Unauthorized Use. Upon termination or earlier
expiration of this agreement or within thirty (30) days following receipt of a
Discontinuance Notice as set forth in Section 2(b), Licensee shall immediately
return the Master Disk and the Documentation to GT at the address set forth
above.

      11. TERMINATION:

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            a. Except as expressly set forth in this agreement, if Licensee
breaches the terms of this agreement and fails to cure that breach, if curable
within thirty (30) days of receipt of written notice, without limiting any of
its other rights and remedies, GT shall have the right, in its sole discretion,
to terminate this agreement and any and all rights granted to Licensee under it.

            b. This agreement shall immediately terminate, without the right to
cure and without notice from GT to Licensee, in the event of an Unauthorized Use
as set forth in Section 2(a). Without limiting any of the other rights and
remedies, GT shall have the right to collect from Licensee the greater of (i)
the value received, exchanged, bartered or otherwise realized by Licensee or any
Licensee affiliates from the Unauthorized Use, as reasonably determined by GT;
or (ii) the greatest amount GT charges distributors or resellers for the Game,
multiplied by the total number of Unauthorized Uses. The foregoing sums shall be
due and payable to GT within three (3) days after the date of the Unauthorized
Use or discovery by GT. Payment at any time after that date shall be made
immediately upon request for payment by GT, plus all costs and expenses of GT
(including reasonable attorneys' and auditors' fees and expenses) incurred in
determining the existence and extent of Unauthorized Use and in collecting the
foregoing sums.

            c. This agreement shall immediately terminate, on notice from GT to
Licensee, without the right to cure, upon the occurrence of any of the
following: (i) if Licensee shall file a petition in bankruptcy or make an
assignment for the benefit of creditors or if any bankruptcy proceeding or
assignment for the benefit of creditors shall be commenced against Licensee and
not dismissed within sixty (60) days after the date of its commencement; (ii)
the insolvency of the other party; or (iii) the sale by Licensee of a
substantial portion of its business.

            d. In the event the Game becomes a Discontinued Game as set forth in
Section 2(b), this agreement shall terminate subject to the following: Licensee
shall cease copying and installing the Game within the Site within thirty (30)
days following receipt of a Discontinuance Notice; however, Licensee shall
immediately cease those activities if, in the Discontinuance Notice, GT states
that it no longer has the necessary rights from the Developer of the
Discontinued Game.

      12. MISCELLANEOUS: Sections 2, 3, 6, 7, 8,10, 11 and 12 shall survive the
expiration of the Term or earlier termination of this agreement. The enforcement
by either party of its rights under this agreement shall not derogate the rights
which the other party may have at law or equity. This agreement sets forth the
entire understanding between the parties with respect to its subject matter and
may only be amended by the parties in writing. The parties acknowledge that
nothing contained in this agreement shall be deemed to imply that any
intellectual property rights shall be transferred or ceded to Licensee or
end-users. This agreement may not be assigned by Licensee, nor the duties of it
delegated, without the prior written consent of GT. No waiver of any default or
breach of this agreement by either party shall be deemed a waiver of any other
breach or default. This agreement shall be interpreted under the laws of the
state of New York, including the federal courts located there. If any provision
shall be held to be illegal, void or unenforceable, this agreement shall remain
in effect and be interpreted without it. Headings used in this agreement are for
convenience only and shall have no legal effect in its interpretation. Where
appropriate in context, the conjunctive shall include the disjunctive, any shall
include all, unless shall include until and vice versa.

      By your countersignature below, you agree to the terms and conditions of
this agreement.

Sincerely,


Harry M. Rubin
President International Division

Accepted and agreed:

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