Ŀ
This document is to be used for potential beta test sites for Equinox      
Software products. If you are interested in becoming a beta tester, please 
complete the following forms and upload them in a message to:              
                                                                           
Bill Masuka  or  SysOp                                                     
                                                                           
You can send them to me via the Internet (bill.masuka@equinoxbbs.com),     
Fido (1:115/711) or by attaching it to a message directly on the system.   
                                                                           
Because you are uploading this form and an actual signature cannot be      
obtained, you will be required to provide some information that only you   
know which will act as your signature.                                     
                                                                           
We will then consider you for beta test status and let you know of our     
decision within 48 hours via e-mail.                                       


================================CUT HERE=====================================

                       BILL MASUKA AND EQUINOX SOFTWARE
              CONFIDENTIALITY AND TECHNOLOGY DISCLOSURE AGREEMENT
                      FOR PRELIMINARY AND BETA TEST SITES


AGREEMENT made and entered into between BILL MASUKA (Equinox Software), with
principal offices at Chicago, Illinois
(hereinafter known as "EQS" Equinox Software) and

(Your Name) _____________________________________________________________

of (Your Complete address)___________________________________________________
(hereinafter "Recipient").

EQS is making available to recipient certain preliminary or beta
information for testing and evaluation purposes relating to the product(s)
described in the attached Exhibit A ("Product"), which information,
including without limitation, product design, documentation,
performance specifications, marketing plan and release information,
communications with EQS, whether written or oral, including bulletin
board communications, and software code, is proprietary to EQS and
is confidential and is hereafter defined and deemed Confidential
Information.

This Confidential Information is delivered to Recipient on the
condition and with the understanding that Recipient will comply with
the following terms and conditions during the evaluation and beta test
period:

1.   Periodic Reporting to EQS:  Recipient shall make periodic
     reports on functionality and performance of the Product pursuant
     to the procedures set forth and described in the attached Exhibit
     B.

2.   Recipient will maintain the confidence of the Confidential
     Information, and prevent its disclosure,  except as expressly
     authorized herein, and use the Confidential Information only in
     accordance with the provisions of this Agreement.  Recipient may
     disclose Confidential Information to its employees, but only to the
     extent necessary to carry out the authorized purpose for which the
     Confidential Information has been disclosed.  Recipient may not
     disclose any Confidential Information to any non-employee without
     the prior written consent of EQS.

     Furthermore, Recipient will not disclose Confidential Information
     to anyone who has not read this agreement and signed a copy of it
     in the space provided on the attached Exhibit C, which is made a
     part hereof, and incorporated by reference as though fully set
     forth herein.  Recipient will not copy any part of the
     Confidential Information, except for a single back-up copy of the
     software.

     Normal operations of the software by Recipient's callers is
     permitted under this agreement.  However, Recipient is forbidden
     to disclose any file or operation that is not made apparent by
     caller's normal use of the software.  This includes distribution of
     programs, files and file formats other than information transmitted
     to the caller by the software.

3.   Recipient shall cooperate with EQS exclusively in making any
     pre-release reports or giving pre-release interviews concerning
     the Confidential Information.

4.   Recipient agrees to use and store the Confidential Information out
     of view from unauthorized viewing and accessible only to those
     individuals having signed Exhibit C.

5.   If EQS provides Recipient with updated or additional versions
     of the product other than pursuant to a separate written Confiden-
     tiality Agreement, such updated or additional versions of the
     product thereafter provided  shall be deemed Confidential
     Information and subject to the restrictions imposed in this
     Agreement.

6.   Recipient agrees not to decompile, reverse-engineer or by another
     other method attempt to decode any software provided by EQS.

7.   Upon termination of this Agreement Recipient shall return all
     Confidential Information to EQS.

EQS may terminate this Agreement at any time immediately upon giving
written, oral or electronic  notice to Recipient.  Notice provided to
Recipient by electronic BBS communication shall be deemed written notice
pursuant to this agreement.  All the provisions of this Agreement
relating to the protection of the Confidential Information will survive
any termination, either as an employee or agent of EQS, but also
termination of beta testing by Recipient. Immediately upon the
termination of this Agreement, or at an earlier time,  upon EQS's
written, oral or electronic mail request, Recipient will return to EQS
the Product and all tangible copies of the Confidential Information.
Within Seven (7) days following such termination or request, Recipient
will deliver to EQS an affidavit signed by either an officer, partner
or principal of Recipient, whichever is appropriate, attesting to such
return and destruction.

Recipient hereby acknowledges that unauthorized disclosure or use of the
product and/or Confidential Information will cause irreparable harm and
significant injury to EQS which cannot be remedied by an award of
money damages alone.  Accordingly, Recipient agrees that EQS is
entitled to, among other things, injunctive and other equitable relief
from any breach or violation of this Agreement.

This Agreement shall be governed by and construed in accordance with the
laws of the state of Illinois.  If any litigation  is initiated or
arbitration commenced to enforce this agreement, or in any manner
relating to this Agreement, such shall take place in Cook County,
State of Illinois, and both parties waive any objections they may
have as to venue in or the personal jurisdiction of any forum in such
county.  In the event suit is brought in order to enforce this agreement,
or any of the provisions herein, either in law or in equity, by way of
litigation or arbitration, it is hereby agreed that the prevailing party
will be entitled to attorney fees and costs of suit.  If any provision of
this Agreement is held to be unenforceable by a court of competent
jurisdiction, then such remaining provisions will be enforced to the full
extent possible under law and the remainder of the Agreement will continue
in full force and effect.

No delay or failure to take any action hereunder will constitute a waiver
unless expressly waived in writing, signed by the party charged with such
waiver, and no single waiver will constitute a continuing or subsequent
waiver.

This Agreement will bind Recipient's successors and may not be assigned,
in whole or in part, by Recipient.  This Agreement may not be amended,
except in writing, signed by the party against whom the amendment is
asserted.


Acknowledgement and consent to terms:  Complete areas marked with an "X"


Date: X____________________, 1995       Recipient

Social Security No: X_____________      By: X______________________________
                                            Type your full legal name here.
Drivers License No: X_____________          This will act as your signature.



                                         ___________________________________
                                         William M. Masuka (Equinox Software)




                                   EXHIBIT A
                              PRODUCT DESCRIPTION


All EQS software, manuals, any supplemental documentation, and
correspondence, including electronic communications, provided to
Recipient by EQS.



                                   EXHIBIT B
                               REPORTING CRITERIA


Recipient is responsible for testing the Product, described in Exhibit A,
under average or above average conditions and reporting the effects,
functionality, performance, and observations of such use to the attention
of William M. Masuka "EQS".

Recipient agrees to communicate with the EQS through the
electronic bulletin board service (BBS) provided by EQS. Recipient
should call in several times a week to contribute to the on going product
evaluation.  All problems must be reported as soon as possible through
the BBS.  In the event Recipient is not able to provide said weekly
updates to EQS via the electronic bulletin board service, Recipient
shall provide said weekly updates to EQS either in writing, or orally.

At the conclusion of the beta period, a report giving final evaluation of
the Product will be submitted by the Recipient.



                                   EXHIBIT C
                             AUTHORIZED DISCLOSURE


Ŀ
 After receipt of this signed agreement, I will sign it and send a copy back 
 to you for your records.  Please fill out the  address you would  like this 
 sent to (please print).                                                     
                                                                             
 Street address: ___________________________________________________________ 
                                                                             
 City: ________________________________  State: ____  Zipcode: _____________ 


Ŀ
 The following information will allow me to  get an idea of the what type of 
 system you run.  For example, the size, complexity, hardware used, etc.     
 Using this  information I will be able to  determine if you would be a good 
 candidate  for beta test  status.  Please  be accurate  and honest  in your 
 answers!                                                                    


BBS Name _______________________________________________________________

BBS Number _____________________________________________________________

Number of Nodes ______

Briefly describe the hardware used on your system.  Include information about
computers, operating system software, network software, modems, etc.

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Are you a member of FidoNet: [  ] Yes    [  ] No
  Answer the following if you answered YES to the above question:

  Do you have an Internet E-Mail address: [  ] Yes   [  ] No

  if yes, what is it? [                                                ]

  ___________________________________________________________________
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