BETA TEST LICENSE AGREEMENT

Introduction.  This is a legal Agreement between you and PowerQuest Corporation
("PowerQuest") regarding a Beta version of a PowerQuest Product.  PLEASE READ
THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT OR DECLINING IT.  You may
accept the Agreement either by signing a paper copy of the Agreement or by clicking on
the "ACCEPT" button displayed by PowerQuest with an electronic copy of the
Agreement.  You may decline the paper copy of the Agreement by not signing; you
may decline the electronic copy by clicking on the "DO NOT ACCEPT" button.  

IF YOU DECLINE THE AGREEMENT, YOU ARE NOT LEGALLY LICENSED TO USE
THE BETA. If you decline, you must promptly return all materials, including software on
disks or other media, manuals, and any other literature and supplies concerning
the Beta, which you received from PowerQuest.  

IF YOU ACCEPT THE AGREEMENT, YOU AGREE TO BE LEGALLY BOUND BY ITS
TERMS AND CONDITIONS.

PowerQuest designs and develops proprietary software and associated
documentation ("Product").  PowerQuest and you both want you to use, evaluate,
and test a beta test version of the Product ("Beta") before the Product's
general release, and to report the results to PowerQuest.  Accordingly, you and
PowerQuest agree as follows:

Licenses.  PowerQuest grants you a personal, royalty-free, non-exclusive license
to use one copy of the Beta for evaluation only.  PowerQuest is not required to
make the Beta or the Product available as a standard PowerQuest product.  You
agree to test the Beta, to document the test results, and to promptly submit the
results to PowerQuest.  In particular, you must promptly and fully inform
PowerQuest of all errors, difficulties or other problems with the Beta,
including the conditions under which such problems occurred.

Copies.  PowerQuest will provide you with one copy of the Beta. You are
responsible for providing all computer and other facilities needed to evaluate
the Beta.  You may use the Beta only on your personal computer systems ("System")
and only according to this Agreement and the instructions supplied in Beta
documentation.  You may copy the Beta partially or completely only to personally
test the Beta on the System or to include in your report(s) to PowerQuest.  No
other right to reprint or copy the Beta in whole or in part is granted. Each
copy must contain PowerQuest's patent, copyright, and trademark notices and other
proprietary legends; this includes partial copies.  You may not transfer this
Agreement or its license to another or sublicense another without prior written
permission from PowerQuest, and any attempt to do so is null and void. All rights
not expressly granted to you in this Agreement are reserved entirely to
PowerQuest.

No source code license.  This license does not grant access to or provide any
rights in source code.  The Beta software may be used only in binary executable
form.  You may not disassemble, decompile, or in any way reverse engineer the Beta.
While you may not modify or enhance the Beta in any way, PowerQuest welcomes your
suggestions for modifications to the Product. 

Termination.  Your license ends as soon as one or more of the following events
occur: (a) the Product is authorized for general release by PowerQuest;
(b) You violate any part of this Agreement; (c) DISABLING CODE placed in the Beta
software by PowerQuest disables previously available features of the Beta software; 
(d) You destroy all copies of Beta components in your possession, custody, or
control; or (e) PowerQuest decides to terminate this Agreement and does so by
sending written (electronic or paper) notice to your last known address.
PowerQuest may terminate the license at any time, with or without cause.

On or after termination, PowerQuest has the right to take immediate possession
of all Beta components and all copies, wherever located, without further demand
or notice.  Within five (5) days after termination of the license, you will
either (a) return to PowerQuest all Beta components, or (b) destroy all copies
of Beta components in your possession, custody, or control.  All provisions of
this Agreement concerning warranties, remedies, ownership, possible commercial
releases, confidentiality, governing law, venue, and/or limited liability shall
survive termination of the Agreement.

Confidentiality.  You acknowledge that the Beta is an experimental product of
PowerQuest which has only been partially tested.  The Beta has not been
authorized for general release by PowerQuest.  Accordingly, you agree to treat
all discussions, materials, documentation, and software related to the Product
and the Beta, including without limitation all previous discussions, as
Confidential Information of PowerQuest.  The fact that you are testing or have
tested the Beta is also Confidential Information.

You agree not to divulge any such Confidential Information to any third party
without prior written approval from PowerQuest.  For instance, you agree not to
sell, transfer, publish, disclose, display, or otherwise make available the Beta
or copies of the Beta or any other Confidential Information in any form,
including but not limited to flow charts, logic diagrams, object codes, source
codes and technical documentation, to anyone (including other beta testers)
without prior written approval from PowerQuest.

You also agree to secure and protect the Beta and all copies in a way that
protects PowerQuest's rights.  For instance, you agree to take appropriate action
by instruction or agreement with your employees who are permitted access to the
Beta under this Agreement.  In particular, employees who will receive access to
the Beta shall agree to the conditions of this Agreement before being given
access.

Ownership.  The Product and Beta and all copies, and all information relating to
the Product and Beta, including but not limited to tests, reports, modifications,
and other information you may create, are the property of PowerQuest.  All
applicable rights in copyrights, trademarks, trade secrets and other intellectual
property rights in the Product and Beta and any modifications, including all
information relating to the Product and Beta regardless of its type or form, are
and will be owned entirely by PowerQuest.  For instance, to the extent your
reports are copyrightable, they are works made for hire and/or will be assigned
to PowerQuest.  All content accessed through the Beta is the property of the
applicable content owner and may be protected by copyright law or other laws.
This Agreement gives you no rights to such content.

ALL WARRANTIES DISCLAIMED.  POWERQUEST MAKES NO REPRESENTATIONS
ABOUT THE COMPLETENESS, ACCURACY OR OPERATION OF THE BETA, ABOUT
THE SUITABILITY OF THE SOFTWARE, OR ABOUT ANY CONTENT OR
INFORMATION MADE ACCESSIBLE BY THE SOFTWARE, FOR ANY PURPOSE.  THE
BETA IS PROVIDED "AS IS" WITHOUT EXPRESS, IMPLIED OR OTHER WARRANTIES. 
FOR INSTANCE, POWERQUEST MAKES NO WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  THIS BETA IS
PROVIDED GRATUITOUSLY AND, ACCORDINGLY, POWERQUEST SHALL NOT BE
LIABLE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU OR ANY
USER OR POSSESSOR OF THE BETA.  POWERQUEST HAS NO OBLIGATION TO
SUPPORT THIS BETA OR ISSUE UPDATES TO THIS BETA.

LIMITATIONS ON LIABILITY.  NEITHER POWERQUEST NOR ITS SUPPLIERS SHALL
BE LIABLE FOR (A) INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL,
DIRECT, OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT,
CONTRACT OR OTHERWISE, EVEN IF THEY HAVE BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES OR KNOW OR SHOULD KNOW OF THE
POSSIBILITY OF SUCH DAMAGES, OR (B) ANY CLAIM BY ANY OTHER PARTY. 
POWERQUEST WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR CLAIMS
ARISING OUT OF OR IN CONNECTION WITH POWERQUEST'S PERFORMANCE OR
THE DELIVERY, USE, OR INABILITY TO USE, OR PERFORMANCE OF THE BETA,
INCLUDING BUT NOT LIMITED TO ANY CLAIMS ALLEGING POWERQUEST'S
NEGLIGENCE.  

THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR
PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
LIMITATION.   NO CLAIM MAY BE BROUGHT BY YOU UNDER THIS AGREEMENT
MORE THAN THREE MONTHS AFTER YOU KNEW OR SHOULD HAVE KNOWN OF
THE ALLEGED GROUNDS FOR THE CLAIM.  SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. 

Backups.  Because the Beta is experimental, you should not assume the Beta will
operate without interruption or error.  In particular, you have the sole
responsibility for adequate protection and backup of any data used in connection
with the Beta.

Commercial Release.  All decisions about any commercial release of the Product
lie solely with PowerQuest, including without limitation all decisions regarding
the existence, pricing, features, specifications, licensing terms, release
dates, general availability and/or other characteristics of any commercial
release.  Neither party, by virtue of this Agreement, is authorized as an agent,
employee or legal representative of the other.

Export.  You may not download or otherwise export or re-export the Beta or any
underlying information or technology in violation of any export provisions of
the United States or any other applicable jurisdiction, including without limitation
the Export Administration Act of 1979 and related regulations. 

Restricted Government Rights.  Use, duplication or disclosure by the Government
is subject to restrictions set forth in the Restricted Computer Software
definition, Rights in Technical Data and Computer Software clause, Commercial
Computer Software-Restricted Rights provisions, and other restrictions set forth
in the Federal Acquisition Regulations at FAR 52.227, DFARS 252.227-7013, and
elsewhere, including similar clauses in the NASA AR Supplement.  The contractor/
manufacturer is PowerQuest Corporation, PO Box 1911, Orem, Utah 84059-1911.

Miscellaneous.  This Agreement is the entire agreement between you and PowerQuest
and replaces all prior agreements on the subject matter discussed here.  Headings
are for emphasis and not necessarily comprehensive.  The Agreement may not be
changed except by a writing that is accepted by the party against whom the change
would be enforced.  Even if part of this Agreement is held legally invalid, the
rest of the Agreement is enforceable.  The failure of either party to exercise a
right does not waive future exercise of that right or other rights.  Your only
remedies are those listed in this Agreement.  This Agreement is governed by the
laws of the State of Utah and the United States.  Any disputes arising under the
Agreement shall be heard only in the state and federal courts having jurisdiction
over Utah.


Beta Tester

Company:___________________________

Title:_______________________________

Name:______________________________

Signature:___________________________

Date:_______________________________


PowerQuest

Company:___________________________

Title:_______________________________

Name:______________________________

Signature:___________________________

Date:_______________________________

