NON-DISCLOSURE AGREEMENT



        I.  INTRODUCTION

                This is an Agreement between _________________ and 
        __________________(Company) in which _______________ agrees 
        not to disclose trade secrets belonging to Company.

        II.  AGREEMENT

                In consideration of being made privy to trade-secret 
        information belonging to Company, _________________ hereby 
        agrees not to disclose this information to third parties and to 
        treat this information as a trade secret belonging to Company.

        III.  TRADE SECRET

                The information to be treated as a trade secret is all 
        confidential information relating to __________________________    

        IV.  ATTORNEY FEES

                If any legal action arises relating to this Agreement, 
        the prevailing party shall be entitled to recover its court 
        costs, expenses, and reasonable attorney's fees.

        V.  EXECUTION

                This Agreement is executed on _____________,20__ and 
        shall remain in effect until the information included herein is 
        no longer a trade secret or until Company sends ______________ 
        written notice releasing him/her from the obligations of this 
        Agreement, whichever event occurs first.



        ______________________________    ____________________________
        Signed                            Signed               Company


                                                        Form 621