EVALUATION AND CONFIDENTIALITY AGREEMENT

INTRODUCTION

     This Evaluation and Confidentiality Agreement (the
"Agreement") is entered into between *Inventor's name*  and
*recipient name*

     The parties contemplate *Disclosing Party* will disclose
Confidential Information (as defined below) to *Recipient*, and they
have entered into this Agreement to define the rights and duties of
the parties concerning such disclosure.

1   Definition of Confidential Information

     As used in this Agreement, "Confidential Information" shall
     mean:

     1.1    Disclosing Party's invention, *Invention TITLE*,
            *Invention Description*, including drawings, functionality,
            concept, processes, internal  structure,  design, external
            elements, user interface, technology,  documentation,  and
            information relating to markets, costs, prices and all other
            aspects of business operations concerning such product(s).

     1.2    Information disclosed by Disclosing Party to Recipient
            regarding *Invention description*.

     1.3    All other information that relates to Disclosing
            Party's products, designs, operations, plans,
            opportunities, finances, research, technology,
            developments, know-how, personnel, or any third party
            confidential information disclosed to Recipient; and

     1.4    The terms and conditions of this Confidentiality
            Agreement, and the existence and content of the
            discussions between Recipient and Disclosing Party.

     1.5    However, "Confidential Information" shall not include
            information (a) already lawfully known to Recipient,
            (b) disclosed in published materials, (c) generally
            known to the public or (d) lawfully obtained from any
            third party.

2  Nondisclosure and Nonuse of Confidential Information

     2.1    Recipient acknowledges that Confidential Information is
            proprietary and trade secret information of the
            Disclosing Party.

     2.2    Recipient shall not disclose Confidential Information
            to ANYONE.

     2.3    Recipient shall not disclose Confidential Information
            to any consultant or independent contractor.

     2.4    Recipient shall safeguard Confidential Information with
            reasonable security means at least equivalent to
            measures that it uses to safeguard its own proprietary
            information. Recipient shall store Confidential
            Information in a safe and secure location.

     2.5    Recipient may not remove copyright, trademark, trade
            secret, confidentiality, and patent notices from
            Confidential Information.

     2.6    Recipient agrees to receive and use Confidential
            Information solely for evaluation purposes related to
            its discussions with Disclosing Party. Recipient may
            not use Confidential Information for any other purpose,
            and in particular, may not use it for the purpose of
            developing products based on concepts, functions, or
            operations like those disclosed in Confidential
            Information.

     2.7    Recipient agrees not to use Confidential Information
            for its own or any third party's benefit at any time.

3  No Rights in Confidential Information

     3.1    Nothing herein grants the Recipient any right in
            Confidential Information.

4  No Warranty

     4.1    ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS,"
            WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND.

5  Equitable Relief

     5.1    Recipient hereby acknowledges that unauthorized
            disclosure or use of Confidential Information will
            cause immediate and irreparable harm to Disclosing
            Party. Accordingly, Disclosing Party will have the
            right to seek and obtain preliminary and final
            injunctive relief to enforce this Agreement in case of
            any actual or threatened breach, in addition to other
            rights and remedies that may be available to Disclosing
            Party.

6  General Provisions

     6.1    This Agreement constitutes the entire agreement of the
            parties concerning disclosure of Confidential
            Information and supersedes all prior or contemporaneous
            oral or written agreements concerning this subject.

     6.2    This Agreement may not be assigned by the Recipient and
            its obligations under this agreement may not be
            delegated.

     6.3    This Agreement is binding on the successors and assigns
            of the Recipient and inures to the benefit of the
            Disclosing Party's successors and assigns.

     6.4    This Agreement may be amended only by a writing signed
            by both parties.

     6.5    This Agreement will be governed by the substantive laws
            of the State of Texas.

     6.6    This Agreement is effective as of the date signed by
            the Recipient.


Agreed to by the parties:

[Name of Disclosing Party]


     By:                          
	[Signature]

                                    

	[Printed Name and Title]



      Date:


Recipient:

Company:

     By:                            

        [Signature]

                                           

        [Printed Name and Title]



     Date: