NON-DISCLOSURE AGREEMENT

         This Agreement is made and entered into on the 10th day of September,

(1)  Creative Labs, Inc. having the principal offices at 1901 McCarthy
     Boulevard, Milpitas, CA 95085 ("Creative").

(2)  Pacific Magtron, Inc. a California corporation having its principal offices
     at 1800 California Circle, Milpitas, CA 95085 (" ")


1.   Creative and Pacific Magtron are engaged in discussions with respect to a
     possible business or financial arrangement or venture between them relating
     to multimedia technology.

2.   In connection therewith disclosure of certain information which is
     proprietary/confidential to the parties may become necessary or desirable.

3.   Each party is willing to disclose such Proprietary/Confidential Information
     to the other parties upon the terms and conditions herein set forth and
     each party is willing to maintain the confidentiality of such information
     disclosed to it by the other parties in accordance with the terms and
     conditions hereof.

NOW THEREFORE, in consideration of the disclosure of such
Proprietary/Confidential Information and the mutual covenants and promises
herein contained, it is agreed as follows:

     For the purposes of this Agreement, "Proprietary/Confidential Information"
     shall mean any and all proprietary, secret information, technical data or
     know-how related to any aspect of other party's business or technology
     including, without limitation, data, know- how, formulas, designs,
     photographs, drawings, specification, software programs and samples and any
     other material bearing or incorporating any such information which is
     disclosed by one party to the other, which information, data or know-how is
     marked or stipulated as being "Proprietary", "Confidential", "Strictly
     Private" or otherwise, using words of similar significance. Such disclosure
     may be made either directly or indirectly, in writing, orally or by
     drawings, plans or inspection of products, materials, parts or equipment.

     Each party hereby undertakes to treat and maintain all
     Proprietary/Confidential Information received from any of the other parties
     in confidence. With respect thereto, each party hereby undertakes and
     agrees as follows:

     i.   For a period of 5 years from the date of this Agreement, the receiving
          party shall not publish, disseminate nor disclose any
          Proprietary/Confidential Information received from any of the other
          parties to any third party accept to those of its own employment
          having valid need to know the information in the course of employment
          and such disclosure shall be on terms not less restrictive than those
          herein contained.

     ii.  The receiving party shall use the same degree of care to avoid
          disclosure or use of the Proprietary/Confidential Information as it
          uses in respect of its own information of like importance but in no
          case less than a reasonable degree of care.

     iii. The receiving party shall in accordance with the request of the other
          parties, either return all copies, recording and tangible
          manifestations of Proprietary/Confidential Information or destroy the
          same following a determination by any of the parties not to enter into
          any arrangement or venture with each other of the kind contemplated
          herein or upon termination of any related memorandum of understanding
          or agreement entered into between the parties or upon the written
          request of the disclosing party.


          The aforesaid restrictions on the parties shall not apply to any
          Proprietary/Confidential Information which

     i.   Can be proved by documentary evidence to be such
          Proprietary/Confidential Information that was already in the
          possession of the receiving party and at its free disposal before the
          disclosure hereunder to it;

     ii.  Is received by the receiving party from third parties without
          accompanying secrecy or confidentiality obligations and not in
          violation of any duty of confidence under this agreement;

     iii. Is independently developed by the receiving party;

     iv.  Is or becomes generally available to the public in printed
          publications in general discussion through no act or default on the
          part of the receiving party or its agents or employees;

     v.   Is furnished to a third party by a party hereunto who owns such
          Proprietary/Confidential Information without similar restriction on
          the third party's rights;

     vi.  Is approved for release by written authorization of the other party;
          or vii. Is disclosed pursuant to any requirement or request by
          operation of law provided that the involving party shall prior to
          disclosure notify the disclosing party of any such requirement or


     All Proprietary/Confidential Information disclosed pursuant to this
     Agreement shall be and remain the property of the disclosing party. Nothing
     in this Agreement shall be construed as granting or confirming any rights
     by license or otherwise expressly impliedly or otherwise, for any of the
     Proprietary/Confidential Information disclosed by the disclosing party
     hereunder. All Proprietary/Confidential Information, existing in written
     form or recorded in any other tangible medium, shall be returned to the
     disclosing party upon its request, together with any reproductions or
     copies thereof. Further, upon the disclosing party's request, notes,
     memoranda and reports which incorporate the Proprietary/Confidential
     Information shall, without exception, be destroyed.


     In the event the disclosing party of such Proprietary/Confidential
     Information orally discloses the information to the receiving party, the
     disclosing party agrees to promptly notify the receiving party of the
     confidentiality of such oral disclosure and reduces to writing such
     Proprietary/Confidential Information and submit the same to the receiving
     party within 15 days of such oral disclosure, upon which the receiving
     party shall not be bound by the confidentiality obligations as herein
     provided as regards the said Proprietary/Confidential Information disclosed


     Each party agrees that necessary authorizations, permits or licenses
     including expert licenses as may be required will be obtained prior to the
     exportation/disclosure of any Proprietary/Confidential Information relating
     to the technology of the other party. The disclosing party shall notify the
     receiving party of the need to obtain any required authorizations, permits
     and licenses and/or the need to comply with any relevant laws or
     regulations relating to the disclosure. The disclosing party shall obtain
     the required authorizations, permits and licenses.


     The aforesaid obligations of the receiving party shall survive the
     termination of this Agreement.


     Each party hereto warrants that it has the right to disclose the
     Proprietary/Confidential Information which it discloses to the other
     parties and that the Proprietary/Confidential Information disclosed is to
     the best of its knowledge, correct. Nothing contained in this agreement
     shall be construed to obligate any party to disclose any information to the
     other parties.


     It is understood and agreed between the parties that any breach of the
     obligations of confidentiality contained in this Agreement may cause the
     disclosing party irreparable loss. Accordingly, and in addition to any
     other remedies a party may have in law or equity, the disclosing party
     shall be entitled to obtain injunctive relief against the receiving party
     to prevent any further or continuing breach of the receiving party's
     obligations or additional damage to the disclosing party in the event such
     loss is in fact incurred by the disclosing party as a result of the breach
     or is imminent.


     If, for any reason, a court of competent jurisdiction finds any provision
     of this Agreement, or any portion thereof, to be unenforceable, such
     decision shall not affect the validity of the remaining portion, which
     remaining portion shall continue in full force and effect as if this
     Agreement had been executed with the invalid portion thereof eliminated

     In the event that a portion of this Agreement shall be declared to be
     invalid, then the parties agree, that they shall, in good faith, negotiate
     with one another to replace such invalid provision with a valid provision
     as similar as possible to that which had been said to be invalid.


     This Agreement shall govern all matters referred to herein until terminated
     by either party upon thirty days written notice to the other or in
     accordance with this Agreement. Upon termination, all information and
     materials shall be returned to the respective parties. Notwithstanding the
     termination, each party shall continue to fulfill its obligations hereunder
     for a period of five (5) years thereafter.


     Any notice or communication to be given under this Agreement shall be given
     if delivered in writing to the intended recipient at the address and marked
     for the attention of the person set out in this Agreement or as may be
     notified from time to time by the party concerned.

     This Agreement shall be fully binding upon inure to the benefit of and be
     enforceable by the parties herein, their legal representatives and other
     respective successors and assigns. Each party shall not make any assignment
     of the Agreement or any interest therein without the prior written consent
     of the other party.

     The failure of any party to insist upon or enforce strict performance of
     any of the provisions of this Agreement or to exercise any rights or
     remedies under the Agreement shall not be construed as a waiver or
     relinquishment to any extent of such party's rights to assert or rely upon
     any such provisions, rights or remedies in that or any other instance;
     rather the same shall remain in full force and affect.

     The terms of this Agreement are confidential and shall not be disclosed to
     third parties without the written consent of all parties, accept to the
     extent required by a court or regulatory agency of competent jurisdiction.


     This Agreement shall be governed by, construed and enforced in accordance
     with California Law.

     IN WITNESS WHEREOF, the parties have hereunto set their hands the day and
year first written above.

CREATIVE LABS, INC                          PACIFIC MAGTRON, INC.

Signature: /s/ Joseph R. Bowsky             Signature: /s/ Ted Li
          --------------------------                  --------------------------

Name: Joseph R. Bowsky                      Name: Ted Li
     -------------------------------             -------------------------------

Designation: National Sales Manager         Designation: President
            ------------------------                    ------------------------
             OEM Division 

Basic Info X:

Type: Non-Disclosure Agreement
Date: Jan. 20, 1999
State: New Jersey

Other info:


  • 10th day of September , 1997


  • Creative Labs , Inc.
  • Pacific Magtron , Inc.


  • Milpitas
  • California


  • Joseph R. Bowsky
  • Ted Li