- 1 -
Code
                                                                 
Date
         Application For Microsoft Windows Beta Program
Complete   and  return  1)  this  application,  2)  the  attached
Prototype  Code  License,  and  3)  the  Microsoft  Master   Non-
Disclosure  Agreement to be considered for participation  in  the
Windows Beta Program.
Mail all three signed forms to:

Microsoft Corporation
Attn:  Windows Beta Program
One Microsoft Way
Redmond, WA  98052-6399


Name


Title


Company


Street Address (NO P.O. BOXES, please)


Division                          Mail Stop


City                         State          Zip


Country


Voice Phone                  FAX Phone


CompuServe ID #


Site Type (check only one, please):

    Home/User
    Press
    Corporation
    Nonprofit/Educator
    Software Vendor
    Hardware Vendor
    OEM

Description of Product





             MICROSOFT DEVELOPMENT LICENSE AGREEMENT
                               for
                    Microsoft Prototype Code
                                
   This  Agreement  is made by and between Microsoft  Corporation
(Microsoft"),  a Delaware corporation, located at  One  Microsoft
Way,  Redmond,  Washington 98052-6399 and the company  identified
below  ("Company"), effective as of the later of  the  two  dates
below.


   1.   GRANT OF LICENSE TO USE.  Microsoft grants to Company the
non-exclusive,  non-assignable right  to  make  an  indeterminate
number of copies of the enclosed Microsoft prototype software  in
object  code  form  (the "MS Code") and to  use  such  copies  on
Company's   computers  for  the  sole  purposes   of   designing,
developing,  and  testing a software product, including  but  not
limited  to  applications and device driver(s) for the  Microsoft
Windows  graphical environment or any other environment in  which
the  prototype code is designed to operate. The MS Code shall not
be  copied or used for any other purposes, and Company agrees  to
destroy  or  erase all but a maximum of five (5) archival  copies
of  the MS Code upon Microsoft's release of the MS Code in  final
form.

   2.    PRE-RELEASE CODE.  The MS Code is prototype code and  is
not  at  the level of performance and compatibility of the final,
generally  available  product offering.   The  MS  Code  may  not
operate  correctly  and may be substantially  modified  prior  to
first customer shipment.

   3.   OTHER RESTRICTIONS.  Company may not rent or lease the MS
Code,  or otherwise transfer the MS Code and accompanying written
materials.   Company may not disclose, distribute or  disseminate
the  MS Code in any media except to Company's permanent employees
and  on-site  consultants  who have  a  need  to  know.   Company
expressly  undertakes  to  retain in confidence  and  to  require
Company's  employees and consultants to retain in confidence  all
information  and  know-how transmitted to Company  by  Microsoft,
that  Microsoft has identified as proprietary or confidential  or
that,  by  the  nature  of  the  circumstances  surrounding   the
disclosure,  ought in good faith to be treated as proprietary  or
confidential, and will make no use of such information and  know-
how  except  under  the  terms  of this  agreement.   Company  is
required   to   execute  appropriate  written   agreements   with
Company's employees and consultants sufficient to enable  Company
to  comply with all provisions of this agreement.  The above non-
disclosure  provisions  shall  terminate  when  the  confidential
information  becomes  publicly  available  through  no  fault  of
Company.

   4.   NO WARRANTIES.  Because the MS Code constitutes prototype
code  and  may  be  changed substantially before  first  customer
shipment,  the  MS  Code and accompanying written  materials  are
provided  "as  is",  without warranty  of  any  kind.   Microsoft
disclaims  all  warranties, either express or implied,  including
but  not  limited  to  implied warranties of merchantability  and
fitness  for  a particular purpose.  The entire risk arising  out
of  the  use  or performance of the MS Code and any  accompanying
written materials remains with Company.

   5.    NO  LIABILITY FOR CONSEQUENTIAL DAMAGES.   In  no  event
shall  Microsoft  or  its  suppliers be liable  for  any  damages
whatsoever  (including, without limitation, damages for  loss  of
business   profits,  business  interruption,  loss  of   business
information, or other pecuniary loss) arising out of the  use  of
or  inability  to use this Microsoft product, even  if  Microsoft
has  been  advised  of the possibility of such damages.   Because
some  states  do  not  allow  the  exclusion  or  limitation   of
liability  for  consequential or incidental  damages,  the  above
limitation may not apply to Company.

   6.    This  Agreement is governed by the laws of the State  of
Washington.   If  either party employs attorneys to  enforce  any
rights  arising  out  of  or  relating  to  this  Agreement,  the
prevailing   party  shall  be  entitled  to  recover   reasonable
attorneys fees, costs and expenses.

IN  WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the dates indicated below.

Company:


By

Name (Print)

Title

Date

Address

City, State, Zip
(      )
Telephone


Microsoft Corporation
Attn:  Windows Beta Program
One Microsoft Way
Redmond, WA  98052-6399


      Microsoft Corporation Master Non-Disclosure Agreement

    THIS AGREEMENT (the "Agreement") is made between MICROSOFT
CORPORATION, a Washington corporation, ("MS"), and the
undersigned ("COMPANY").

    In consideration of the mutual promises and covenants
contained in this Agreement, MS' disclosure of confidential
information to COMPANY, and any payments made or to be made by
MS or company, the parties hereto agree as follows:

1.  Confidential Information and Materials

    (a)  "Confidential Information" means nonpublic information
that MS designates as being confidential or which, under the
circumstances surrounding disclosure, ought to be treated as
confidential.
"Confidential Information" includes, without limitation,
information relating to released or unreleased MS software or
hardware products, the marketing or promotion of any MS product,
MS' business policies or practices, and information received
from others that MS is obligated to treat as confidential.

    (b)  Confidential Information shall not include that
information defined as Confidential Information above that
COMPANY can conclusively establish:  (i) entered the public
domain without COMPANY's breach of any obligation owed MS; (ii)
became known to COMPANY prior to MS's disclosure of such
information to COMPANY; or (iii) became known to COMPANY from a
source other than MS other than by the breach of an obligation
of confidentiality owed to MS.

    (c)  "Confidential Materials" shall mean all tangible
material containing Confidential Information, including without
limitation written or printed documents and computer disks or
tapes, whether machine or user readable.


2.  Restrictions
    (a)  COMPANY shall not disclose any Confidential Information
to third parties for five years following the date of its
disclosure by MS to COMPANY, except to COMPANY's consultants as
provided below.

    (b)  COMPANY shall take reasonable security precautions, at
least as great as the precautions it takes to protect its own
confidential information, to keep confidential the Confidential
Information.  COMPANY may disclose Confidential Information or
Materials only to COMPANY's employees or consultants on a need-
to-know basis, COMPANY shall execute appropriate written
agreements with its employees and consultants sufficient to
enable it to comply with all the provisions of this Agreement.

    (c)  Confidential Information and Materials may be
disclosed, reproduced, summarized or distributed only in
pursuance of COMPANY's business relationship with MS, and only
as otherwise provided hereunder.  COMPANY agrees to segregate
all such Confidential Materials from the confidential materials
of others in order to prevent commingling.


3.  Rights and Remedies
    (a)  COMPANY shall notify MS immediately upon discovery of
any unauthorized use or disclosure of Confidential Information
or Materials, or any other breach of this Agreement by COMPANY,
and will cooperate with MS in every reasonable way to help MS
regain possession of the Confidential Information or Materials
and prevent is further unauthorized use.

    (b)  COMPANY shall return all originals, copies,
reproductions and summaries of Confidential Information or
Materials at MS' request.

    (c)  COMPANY acknowledges that monetary damages may not be a
sufficient remedy for unauthorized disclosure of Confidential
Information and that MS shall be entitled, without waiving any
other rights or remedies, to such injuctive or equitable relief
as may be deemed proper by a court of competent jurisdiction.

    (d)  MS may visit COMPANY's premises, with reasonable prior
notice and during normal business hours, to review COMPANY's
compliance with the terms of this Agreement.


4.  Miscellaneous
    (a)  All Confidential Information and Materials are and
shall remain the property of MS.  By disclosing information to
COMPANY, MS does not grant any express or implied right to
COMPANY to or under MS patents, copyrights, trademarks, or trade
secret information.

    (b)  This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof.  It shall
not be modified except by a written agreement dated subsequent
to the date of this Agreement and signed by both parties.  None
of the provisions of this Agreement shall be deemed to have been
waived by any act or acquiescence on the part of MS, its agents,
or employees, but only by an instrument in writing signed by an
authorized officer of MS.  No waiver of any provision of this
Agreement shall constitute a waiver of any other provision(s) or
of the same provision on another occasion.

    (c)  If either MS or COMPANY employs attorney to enforce any
rights arising out of or relating to this Agreement, the
prevailing party shall be entitled to recover reasonable
attorneys' fees.  This Agreement shall be construed and
controlled by the laws of the State of Washington, and COMPANY
further consents to jurisdiction by the state and federal courts
sitting in the State of Washington.  Process may be served on
either party by U.S. Mail, postage prepaid, certified or
registered, return receipt requested, or by such other method as
is authorized by Washington Long Arm Statute.

    (d)  Subject to the limitations set forth in this Agreement,
this Agreement will inure to the benefit of and be binding upon
the parties, their successors and assigns.

    (e)  If any provision of this Agreement shall be held by a
court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain in full
force and effect.

    (f)  All obligations created by this Agreement shall survive
change or termination of the parties' business relationship.


    IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.

Company:


By

Name (Print)

Title

Date

Address

City, State, Zip
(      )
Telephone