** A general Non-Disclosure Agreement for a specific project **


                       NON-DISCLOSURE AGREEMENT


This AGREEMENT is made by and between ____________________. (the "Company")
and _______________ (the "Recipient") effective as of ______________, 1997.



Project Reference: Information related, but not limited to, development
projects and assignments to be performed by the Recipient for the Company.



The Company possesses competitively valuable Confidential Information (as
hereinafter defined) regarding its current products, future products,
research and development, and general business operations.  Recipient may
enter or has entered into a business relationship with the Company and in
connection therewith may need to review or use the Company's Confidential
Information and Materials or to create new Confidential Information and
Materials for the Company. In consideration of the promises and covenants
contained in this Agreement and the disclosure of Confidential Information
and Materials from the Company to the Recipient, the parties hereto agree
as follows:

1. Confidential Information and Materials

  (a)  "Confidential Information" shall mean any nonpublic information
  that the Company specifically marks and designates, either orally or in
  writing, as confidential or which, under the circumstances surrounding
  the disclosure, ought to be treated as confidential or which the
  Recipient creates or produces in the course of performing services for
  the Company. "Confidential Information" includes, but is not limited to,
  product schematics or drawings, descriptive material, specifications,
  software (source code or object code), sales and customer information,
  the Company's business policies or practices, information received from
  others that the Company is obligated to treat
  as confidential, and other materials and information of a confidential
  nature.

  (b)  "Confidential Information" shall not include any materials or
  information which the Recipient shows:
      (i) is at the time of disclosure generally known by or available to
      the public or became so known or available thereafter through no
      fault of the Recipient; or
      (ii) is legally known to the Recipient at the time of disclosure by
      the Company; or
      (iii) is furnished by the Company to third parties without
      restriction; or
      (iv) is furnished to the Recipient by a third party who legally
      obtained said information and the right to disclose it; or
      (v) is developed independently by the Recipient either before or
      after the term of the Recipient’s engagement as a consultant or
      independent contractor to the Company where the Recipient can
      document such independent development.

  (c) "Confidential Materials" shall mean all tangible materials
  containing Confidential Information, including without limitation
  drawings, schematics, written or printed documents, computer disks,
  tapes, and compact disks (CD), whether machine or user readable.

2. Restrictions

  (a)  Recipient shall not disclose any Confidential Information to third
  parties without the prior written authorization of the Company. 
  Notwithstanding the foregoing, Recipient shall not at any time disclose
  to any third party any Confidential Information comprising a trade
  secret of the Company or any Confidential Information of any other party
  to whom the Company owes an obligation.  However, Recipient may disclose
  Confidential Information in accordance with judicial or other
  governmental orders, provided Recipient shall give the Company
  reasonable notice prior to such disclosure and shall comply with any
  applicable protective order or equivalent.

  (b)Recipient shall not use any Confidential Information or Confidential
  Materials of the Company for any purposes except those expressly
  contemplated hereby or as authorized by the Company.

  (c)  Recipient shall take reasonable security precautions, which shall
  in any event be as great as the precautions it takes to protect its own
  confidential information, to keep confidential the Confidential
  Information.  Recipient may disclose Confidential Information or
  Confidential Materials only to Recipient's employees or consultants on
  a need-to-know basis.  Recipient shall instruct all employees given
  access to the information to maintain confidentiality and to refrain
  from making unauthorized copies.  Recipient shall maintain appropriate
  written agreements with its employees, consultants, parent,
  subsidiaries, affiliates or related parties, who receive, or have access
  to, Confidential Information sufficient to enable it to comply with the
  terms of this Agreement.

  (d)  Confidential Information and Confidential Materials may be
  disclosed, reproduced, summarized or distributed only in pursuance of
  Recipient's business relationship with the Company, and only as
  otherwise provided hereunder.  Recipient agrees to segregate all such
  Confidential Materials from the confidential materials of others to
  prevent commingling.

3. Rights and Remedies

  (a) Recipient shall notify the Company immediately upon discovery of any
  unauthorized use or disclosure of Confidential Information or
  Confidential Materials, or any other breach of this Agreement by
  Recipient, and will cooperate with the Company in every reasonable way
  to help the Company regain possession of the Confidential Information
  and/or Confidential Materials and prevent further unauthorized use or
  disclosure.

  (b) Recipient shall return all originals, copies, reproductions and
  summaries of Confidential Information and/or Confidential Materials then
  in Recipient's possession or control at the Company's request or, at
  the Company's option, certify destruction of the same.

  (c) Recipient acknowledges that monetary damages may not be a sufficient
  remedy for damages resulting from the unauthorized disclosure of
  Confidential Information and that the Company shall be entitled, without
  waiving any other rights or remedies, to seek such injunctive or
  equitable relief as may be deemed proper by a court of competent
  jurisdiction.

  (d) The Company may visit Recipient's premises, with reasonable prior
  notice and during normal business hours, to review Recipient's
  compliance with the terms of this Agreement.

4. Miscellaneous

  (a) All Confidential Information and Confidential Materials are and
  shall remain the sole and exclusive property of the Company.  By
  disclosing information to Recipient, the Company does not grant any
  express or implied right to Recipient to or under the Company patents,
  copyrights, trademarks, or trade secret information.

  (b)  All Confidential Information and Materials are provided "AS IS" and
  the Company makes no warranty regarding the accuracy or reliability of
  such information or materials.  The Company does not warrant that it
  will release any product concerning which information has been disclosed
  as a part of the Confidential Information or Confidential Materials. 
  The Company will not be liable for any expenses or losses incurred or
  any action undertaken by the Recipient as a result of the receipt of
  Confidential Information or Confidential Materials.  The entire risk
  arising out of the use of the Confidential Information and Confidential
  Materials remains with the Recipient.

  (c) Recipient agrees that it shall adhere to all U.S. Export
  Administration laws and regulations and shall not export or re-export
  any technical data or products received from the Company or the direct
  product of such technical data to any proscribed country listed in the
  U.S. Export Administration Regulations unless properly authorized by
  both the Company and the U.S. Government.

  (d)  This Agreement constitutes the entire Agreement between the parties
  with respect to the subject matter hereof.  It shall not be modified
  except by a written agreement dated subsequent to the date of this
  Agreement and signed by both parties.

  (e)   None of the provisions of this Agreement shall be deemed to have
  been waived by any act or acquiescence on the part of the Company, its
  agents, or employees but only by an instrument in writing signed by an
  authorized officer of the Company.  No waiver of any provision of this
  Agreement shall constitute a waiver of any other provision(s) or of the
  same provision on another occasion.  Failure of either party to enforce
  any provision of this Agreement shall not constitute waiver of such
  provision or any other provisions of this Agreement.

  (f)  If any action at law or in equity is necessary to enforce or
  interpret the rights arising out of or relating to this Agreement, the
  prevailing party shall be entitled to recover reasonable attorney's fees,
  costs and necessary disbursements in addition to any other relief to
  which it may be entitled.

  (g)  This Agreement shall be construed and governed by the laws of the
  State of Illinois, and both parties further consent to jurisdiction by
  the state and federal courts sitting in the State of Illinois.

  (h)  If any provision of this Agreement shall be held by a court of
  competent jurisdiction to be illegal, invalid or unenforceable, the
  remaining provisions shall remain in full force and effect.  Should any
  of the obligations of this Agreement be found illegal or unenforceable
  as being too broad with respect to the duration, scope or subject matter
  thereof, such obligations shall be deemed and construed to be reduced to
  the maximum duration, scope or subject matter allowable by law.

  (i)  All obligations created by this Agreement shall survive change or
  termination of the parties' business relationship.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives as of the date first set forth above.


  Party 1

  By: ________________________________________

  Name: ______________________________________

  Title: _____________________________________

  Date: _________________



  Party 2

  By: ________________________________________

  Name: ______________________________________

  Title: _____________________________________

  Date: _________________