Sundial Systems Public PreRelease Software Agreement


This PreRelease Software Agreement ("Agreement") is made between Sundial
Systems Corporation ("Sundial") and the recipient ("You") regarding one or
more unreleased versions of one or more software products ("PreRelease
Software") provided to You by Sundial.

The scope this Agreement shall include any software and related information
received by You from Sundial, either electronically or on any media, which is
marked "PreRelease," "Alpha," "Beta," "Gamma," or otherwise labeled in a way
which indicates it has been made generally available to the public by Sundial
but is not a commercially released product.  Specifically excluded from the
Agreement is any PreRelease Software which has been made available to you on
a private basis under terms of a different agreement. 


Grant of License

Sundial grants to You, and You accept, a non-exclusive license to the
PreRelease Software.  The license is granted solely for the purpose of
evaluation and testing by You and for providing feedback about the PreRelease
Software to Sundial.

You acknowledge that the PreRelease Software may contain time-outs, functional
restrictions, or other provisions which may restrict or prevent your use of
the PreRelease Software at any arbitrary point in time.


Restriction on Use

You agree not to redistribute the PreRelease Software except under the same
terms and conditions as it was distributed to you by Sundial and that a copy
of this Agreement be included with any such redistribution.  Any such
redistribution must not include any Confidential Information which may
have be distributed to you with or in connection with the PreRelease Software.

You agree not to make any modifications to, or adaptations of, the whole or
any part of the PreRelease Software or merge the PreRelease Software into
other programs or other materials.

You agree not to decompile, disassemble, or otherwise reverse engineer the
PreRelease Software.


Disclaimer of Warranty

You understand that the PreRelease Software is a preliminary version and does
not represent a released product.  You also understand that the PreRelease
Software may contain errors, "bugs," and other problems which may result in
system failure or failure in the use of the PreRelease Software.
Consequently, it is provided to you "AS IS," and Sundial disclaims any
warranty or liability obligations to you of any kind.

YOU UNDERSTAND AND AGREE THAT SUNDIAL MAKES NO EXPRESS, IMPLIED, OR STATUTORY
WARRANTY OF ANY KIND FOR THE PRERELEASE SOFTWARE INCLUDING, BUT NOT LIMITED
TO, ANY WARRANTY WITH REGARD TO PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR
ANY PARTICULAR PURPOSE.  IN NO EVENT WILL SUNDIAL BE LIABLE TO YOU FOR ANY
DIRECT OR INDIRECT DAMAGES EVEN IF SUNDIAL OR ANY SUNDIAL REPRESENTATIVE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER
PARTY.  YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE
PRERELEASE SOFTWARE.


Proprietary Rights

While Sundial intends to distribute a commercially available product based on
the PreRelease Software, Sundial reserves the right to never release such a
product or alter features, specifications, capabilities, functions, or other
characteristics of the PreRelease Software before commercial release.

If Sundial has provided you with any license numbers or access codes 
necessary to use the PreRelease Software, you agree that this information
is "Confidential Information."  You also agree that Confidential Information
includes any information received by You regarding the PreRelease Software
which is marked as such.

All Confidential Information and any materials furnished to you by Sundial
and any information or materials which are designated in writing to be the
property of Sundial or its suppliers or affiliates shall remain the property
of Sundial and/or its suppliers and affiliates.

You agree not to disclose the Confidential Information to anyone nor allow
access to it by anyone.  You further agree that you will be the only one
authorized to use the Confidential Information for evaluation and/or testing
and discussions with authorized representatives of Sundial.

You further agree to immediately notify Sundial if you receive any such
Confidential Information related to the PreRelease Software from a third
party rather than Sundial.


Term and Termination

This Agreement is effective immediately upon either your installation or first
use of the PreRelease Software and carries the same force and effect as a
copy signed by You and Sundial.

You may terminate the license at any time by notifying Sundial.

Sundial may terminate your license at any time, with or without cause, by 
notifying you.

You agree, that upon any termination, you will promptly return or destroy the
PreRelease Software and related information if requested by Sundial.  You
further agree that your obligations concerning Confidential Information under
this Agreement, and all disclaimers of warranty by Sundial, shall survive
termination of the Agreement


General Provisions

This Agreement is the complete statement of the agreement between the parties
and supersedes all prior written and oral communications and agreements
relating to the subject matter hereof.

This Agreement may not be assigned by You.

This Agreement shall be binding upon and inured to the benefit of the parties
and their respective administrators, successors and assigns.

This Agreement shall be governed in all respects by the laws of the State of
California and You submit to personal jurisdiction in the State of California.

In the event of any invalidity of any provision of this Agreement, the parties
agree that such invalidity shall not affect the validity of the remaining
portions of this Agreement, and further agree to substitute for the invalid
provision a valid provision which most closely approximates the intent and
economic effect of the invalid provision.

In the event You are provided with multiple software products or versions by
Sundial as PreRelease Software under this Agreement, the terms of the
Agreement shall apply independently to each such product or version.

