Internet Security Corporation
                   A Professional Internet Security Provider
                          455 Brahms Way Suite 311
                            Sunnyvale, CA 94087
                               (408) 739-1092

                       Confidential Disclosure Agreement


        THIS AGREEMENT is made this __________ day of ___________________, 
        1997, by and between Internet Security Corporation (ISC), having 
        registered agency offices at 3511 Silverside Road, Suite #105, 
        Wilmington, Delaware 19810, and 
        __________________________________________________________ 
        (Signatory).
        
        WHEREAS, ISC is entering into discussions with Signatory, having 
        offices at ____________________________________________________ 
        concerning network routers, firewalls, and related systems which will 
        involve proprietary information; and
        
        WHEREAS, the discussions between ISC and Signatory will or might 
        involve such proprietary information, the protection of which should 
        be defined;
        
             NOW THEREFORE, the parties agree as follows:
        
              1. Proprietary Information is technical and business 
                 information describing or related to the installation of 
                 network equipment and software that:
        
                   (1) Signatory has generated at private expense and holds 
                       in confidence,
        
                   (2) Signatory has received from third parties under an
                       obligation to maintain as confidential.
        
              2. ISC agrees not to disclose the Proprietary Information to 
                 any third party and not to use it for ISC's own use, except 
                 as provided for under this agreement.
        
              3. If any Proprietary Information is disclosed to ISC orally or
                 visually, it must be specifically noted as such by Signatory 
                 prior to the initiation of the presentation or discussion.
        
              4. Written disclosure of Proprietary Information shall include 
                 an appropriate legend noting the confidential nature of the 
                 contents.
        
              5. Any information not noted or legended as confidential, as 
                 required in the above two paragraphs. need not be treated as
                 confidential by Signatory or ISC.
        
              6. ISC agrees to limit disclosure of Proprietary Information 
                 received from Signatory to only those employees with the 
                 need to know.
        
        
        
        
        
        
        Confidential Disclosure Agreement                            Page 2 
        
        
        
              7. ISC shall not be liable for disclosure or use of Proprietary
                 Information received from Signatory that ISC can establish
                 by legally sufficient evidence:
        
                   (1) was otherwise known to ISC at the time of the 
                       disclosure, or
        
                   (2) becomes known or available to ISC without restriction 
                       from a source other than Signatory without violation 
                       of this agreement, or
        
                   (3) is or becomes part of the public domain without 
                       violation of this agreement by ISC, or
        
                   (4) is disclosed by Signatory to others without 
                       restriction.
        
              8. ISC shall not be liable for the disclosure of Proprietary 
                 Information if such disclosure occurs in spite of the 
                 exercise of the same degree of care used to protect it's own
                 like information.  ISC will advise Signatory, in writing, of 
                 any misappropriation or misuse by any person of Proprietary 
                 Information.
        
              9. The obligations and duties set forth hereunder shall 
                 continue for a period of two (2) years from receipt by ISC 
                 of the last Proprietary Information disclosed by Signatory 
                 under this Agreement.  Once information has been established 
                 as Proprietary Information, subsequent discussions or 
                 disclosures of the same information need not comply with the 
                 requirements of Paragraphs 3 and 4.
        
        
        IN WITNESS WHEREOF, the parties, effective the date first above 
        written, have caused this Agreement to be executed by their 
        authorized representatives.
        
        
        Internet Security Corporation         Signatory
        
        By: _____________________________   By:________________________________
        
        Name: ___________________________   Name: _____________________________
        
        Title: __________________________   Title: ____________________________
        
                                            Company:___________________________