EXHIBIT 10.04

                    [Independent Contractor/Outside Vendor]

          This Confidentiality and Nonsolicitation Agreement ("Agreement") is
made and entered into as of the date set forth at the end of this Agreement by
and between, Inc. a California corporation, and the undersigned
[independent contractor/outside vendor] of The [("Contractor" or


          A.   The has developed and uses commercially valuable
technical and nontechnical information including, without limitation, customer
lists, prospect lists, employee and agent identities, manuals, business plans,
financial reports and projections, computer software programs, source codes,
formulas, patterns, compilations, specifications, devices, methods, techniques,
ideas, plans, drawings, data, materials, blue-prints, models, methods of
operation, know-how and other materials and information which derive economic
value by not being generally available to the public (the "Proprietary
Information"). The regards the Proprietary Information as valuable
trade secrets of The, the use and disclosure of which must be
carefully and continuously controlled.

          B.   [Contractor/Vendor], in the course of its engagement by The will have access to certain Proprietary Information of The and may contribute to such Proprietary Information through
invention, discovery, ideas, information, improvement or otherwise, regardless
of whether they may be patented or copyrighted, which relate to or are useful
in the business or activities in which The is or may become

          C.   The wishes to protect the Proprietary Information
upon the terms and conditions set forth below.


          NOW, THEREFORE, in consideration of [Contractor's/Vendor's] engagement
or continued engagement by The, and in consideration of the mutual
covenants and conditions contained herein, the parties agree as follows:


          1.   Except as may be required in order for [Contractor/Vendor] to
perform his or her duties for The, [Contractor/Vendor] shall not
disclose, disseminate, divulge or publish any Proprietary Information to anyone
outside of The or to any employee or contractor of The
who does not require access to such information, nor use for the benefit of any
person or entity other than The, either during or subsequent to
[Contractor's/Vendor's] engagement by The, any Proprietary
Information regardless of whether or not [Contractor/Vendor] developed or
contributed to the development of such Proprietary Information.

          2.   All records and other materials pertaining to the Proprietary
Information, whether developed by [Contractor/Vendor] or others, shall be and
remain the property of The Upon termination of
[Contractor's/Vendor's] engagement by The for any reason,
[Contractor/Vendor] shall promptly deliver to The all
correspondence, computer discs, computer tapes, models, drawings, blue-prints,
manuals, letters, notes, notebooks, reports, flow-charts, programs, proposals or
any other documents, along with all copies thereof, relating to any of the
Proprietary Information.

          3.   The obligations of confidentiality and nondisclosure imposed upon
[Contractor/Vendor] by Section 1 of this Agreement shall not apply when: (a)
tile Proprietary Information disclosed to [Contractor/Vendor] was in tile
aggregate in the public domain at tile time of disclosure, or at any time after
disclosure has become (except by breach of this Agreement or through other
improper means) a part of the public domain by publication or otherwise; (b)
disclosure is required by law or court order, provided [Contractor/Vendor] gives
The prior written notice of any such disclosure; or (c) disclosure
is made pursuant to tile prior written consent of The

          4.   [Contractor/Vendor] shall not solicit direct sales to, nor
employment of; any customer, employee or agent of The nor interfere
with any contract or potential business opportunity of The either
during or subsequent to its engagement by The

          5.   [Contractor/Vendor] acknowledges that any failure by
[Contractor/Vendor] to fulfil any obligation under this Agreement, or a breach
by [Contractor/Vendor] of any provision herein, will constitute immediate and
irreparable harm to The, which harm cannot be fully and adequately
compensated in money damages and which will warrant injunctive relief; an order
for specific performance or other equitable relief as well as monetary relief.

          6.   [Contractor/Vendor] understands that this Agreement shall be
effective when signed by both The and [Contractor/Vendor] and that
the terms of this Agreement shall remain in full force and effect both during
the continuation of [Contractor's/Vendor's] engagement by The and
after the termination of such engagement for any reason. Subsequent changes in
[Contractor's/Vendor's] engagement shall in no way affect this Agreement which
shall remain in full force and effect except as it may be modified by a
subsequent agreement in writing. Nothing contained in this Agreement shall be
construed as creating a continuing right to engagement by The


          7.   This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and assigns. This Agreement contains the
entire Agreement between the parties hereto relating to the subject matter
hereof. Any provision contained herein prohibited by law or unenforceable under
any applicable law of any jurisdiction shall as to such jurisdiction be
ineffective without affecting any other provisions of this Agreement or the
enforceability of such provision in any other jurisdiction.

          8.   From time to time each party shall execute and deliver such
further instruments and will take such other action as the other party may
reasonably request in order to discharge and perform its obligations and
agreements hereunder and to give effect to the intentions expressed in this

          9.   The failure of either party to this Agreement to object to, or to
take affirmative action with respect to, any conduct of the other which is in
violation of the terms of this Agreement shall not be construed as a waiver of
the violation or breach or of any future violation, breach or wrongful conduct.
All waivers must be in writing, and no single waiver will constitute any further
waiver with respect to any term of this Agreement.

          10.  This Agreement may be executed in counterparts and may be
delivered by facsimile.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of

The,                      _______________________________,
a California corporation               a ______________________________

By: ___________________________        By: _______________________________
    ___________________________            _______________________________
    Printed Name and Title                 Printed Name and Title


Basic Info X:

Type: Confidentiality and Nonsolicitation Agreement
Date: Sept. 24, 1997
State: California

Other info:


  • , Inc.
  • Title Printed Name


  • California