HIGHTECH CORPORATION
                         (or Affiliate)
                      Employment Agreement

Employer:
           (Hightech Corporation, a Delaware corporation, or its
        Affiliate, a
                             corporation)

Employee:
           (Typewritten or printed full name)

Date:


        THIS AGREEMENT is made between the Employer and the
Employee named above, effective as of the date stated above.

            Background.  The Employee is about to accept
employment with, or is already employed by, the Employer.  The
Employer has developed and will continue to develop technical and
nontechnical Confidential Information that is and will be vital
to the success of the Employer's business throughout the world
but which must be protected for the benefit of the Employer if it
is to maintain its value to the Employer.  The Employee may learn
of such Confidential Information and may contribute to such
Confidential Information by development or otherwise while
employed by the Employer.  Thus, it is necessary and appropriate
that the Employee agree to protect the Confidential Information,
to use it only for the benefit of the Employer, to acknowledge
that the Confidential Information belongs to the Employer, and to
avoid future employment where the Employee might have occasion to
use or disclose the Confidential Information in competition with
the Employer.  Certain terms herein are specifically defined in
paragraph 6.

            Consideration.  The Employee has entered into this
Agreement in consideration of his or her employment, or the
continuation of his or her employment, by the Employer and in
consideration of the access to Confidential Information given to
the Employee, and the Employee acknowledges that the Employer
will be relying on the Employee's undertakings in this Agreement
when it discloses Confidential Information to the Employee or
permits the Employee to develop such Confidential Informatiion.
The Employee agrees that such consideration shall not be deemed
to have failed or to have been inadequate if the Employer
subsequently determines to terminate employment of the Employee
with or without cause.  Additional consideration may be given to
the Employee as stated at the end of this Agreement, but the
Employee acknowledges the sufficiency of the consideration
received for this Agreement whether or not such additional
consideration is given.

            Protection of Confidential Information.  (a) The
Employee agrees that, except as authorized or directed by the
Employer, he or she will not, during or at any time subsequent to
employment by the Employer, directly or indirectly

                     disclose any Confidential Information to
        any person other than the Employer; or

                     use Confidential Information for the
        Employee's personal benefit or for the benefit of any
        person other than the Employer.

            Agreement Not to Compete.  During the period of his
or her employment by the Employer and for       months [or, if no
number is inserted in the preceding blank, then for twenty-four
months] after the termination of such employment, the Employee
will not, anywhere in the world:

                     Be an employee, agent, consultant, officer,
        director, partner, or owner of, or investor (except for
        ownership of up to one percent of the publicly traded
        shares of any corporation) in, any person that is
        engaged, directly or indirectly, in the business or
        effort of developing, manufacturing, producing, or
        selling any product or service of any type which is the
        same as or similar to any product or service of the
        Employer; or

                     Induce or attempt to induce any person not
        to purchase or use any product or service of the
        Employer or of any Affiliate of the Employer; or

                     Induce or attempt to induce any employee of
        the Employer or of any Affiliate of the Employer to
        terminate his or her employment with the Employer or
        such Affiliate.

The Employee acknowledges that the provisions of this section are
reasonable in order to provide the Employer with further
assurance that the Confidential Information of the Employer shall
not be disclosed to or used for the benefit of any other person
in violation of the purposes of this Agreement.

            Ownership of Inventions, Etc.   All Confidential
Information and all other Knowhow, whether or not patentable or
subject to copyright, which the Employee develops (alone or with
others) during the period of his or her employment by the
Employer (whether before or after the date of this Agreement) or
within six months after such employment terminates, and which
relates in any way to the business, property, products, services,
operations, sales, or prospects of the Employer in which the
Employee has been involved or which relates in any way to
Confidential Information to which the Employee has had access

                     shall be promptly and fully disclosed to
        the Employer by the Employee; and

                     shall be the sole property of the Employer;
        and

                   shall be deemed conclusively to be "works
        made for hire" within the meaning of the Copyright Act
        of 1976; and

                     are hereby assigned to the Employer by the
        Employee.

                The Employee agrees to sign and deliver all
documents requested by the Employer to evidence its or its
nominee's ownership as set forth in the preceding paragraph 5(a),
including, without limitation, assignments of patents, patent
applications, copyrights, and priority rights acquired under the
International Convention for the Protection of Industrial
Property.  The Employee also agrees to assist the Employer and
its nominees, at its or their request and expense but without
charge, to obtain and sustain any and all patents, copyrights,
and other rights thereto anywhere in the world.  The Employee
hereby irrevocably appoints any officer of the Employer his or
her attorney-in-fact to sign, deliver, file, and record all
documents contemplated by this paragraph 5(b).

                Listed and briefly described on Exhibit A (if any
is attached hereto) is all Knowhow which the Employee has
developed (alone or with others) prior to his or her employment
by the Employer.  Such Knowhow is not subject to this
paragraph 5, and the Employee agrees to notify the Employer
promptly in writing of any prospective or actual use of any of
such Knowhow by the Employer or by any of its Affiliates which
comes to the Employee's attention.

            Definitions.   The term "Affiliate of the Employer"
means any person that, directly or indirectly, controls, is
controlled by, or is under common control with, the Employer.

                The term "Confidential Information" means any
information, whether or not written or contained in tangible form
and whether or not developed by the Employee, that relates to the
business, property, products, services, operations, sales, or
prospects of the Employer.  The term "Confidential Information"
shall include, without limitation, any and all Knowhow which
relates to the business, property, products, services,
operations, sales, or prospects of the Employer.  The term
"Confidential Information" shall also include any information of
any Affiliate of the Employer or of any other person which has
come into the possession of the Employer or (in connection with
this Agreement or the employment of the Employee pursuant to this
Agreement) into the possession of the Employee in circumstances
which the Employee knows or should know create a duty of
confidentiality in the Employer or in the Employee.  The term
"Confidential Information" shall not include, however,
information which

                     is now in or hereafter comes into the
        public domain through no fault of the Employee; or

                     is shown to have been known to the Employee
        prior to his or her employment by the Employer or by any
        Affiliate of the Employer; or

                   is shown to have been acquired by the
        Employee from persons who are not employed by, and who
        are not under any duty of confidentiality for the
        benefit of, the Employer or any Affiliate of the
        Employer.

It is understood that some Confidential Information may, at least
in part, consist of a synthesis of information that is in the
public domain; and it is, therefore, understood that no exclusion
contained in clause (i), (ii), or (iii) above in this section
shall operate to exclude from the definition of "Confidential
Information" such synthesis of otherwise public domain
information, unless it can be shown that such synthesis is itself
in the public domain.  All information that relates to the
Employer's business, property, products, services, operations,
sales, or prospects shall be presumed to be "Confidential
Information" unless shown to the contrary.

                The term "to develop" includes to develop,
conceive, create, make, discover, invent, improve, and reduce to
practice.

                The term "Knowhow" includes any development,
invention, discovery, idea, conception, creation, improvement,
trade secret, production or manufacturing technique, process,
formula, experimental work, other creative work, engineering data
or drawing, test result, survey result, sales or marketing data,
accounting or financial data, and product or service description
or information, whether or not the same is patentable or the
subject of copyright.

                The term "person" includes any individual, sole
proprietorship, firm, corporation, group, association,
enterprise, or other entity of any description.

            Writings, Notes, Etc.  All records, documents,
writings, notes, and other tangible evidence of Confidential
Information or of Knowhow that is subject to paragraph 5 above
that the Employee develops (alone or with others) or which come
into the custody or control of the Employee are the property of
the Employer.  Upon termination of the Employee's employment by
the Employer, the Employee will deliver to the Employer all
copies of all such tangible evidence that are in his or her
possession or control, whether or not specifically requested to
do so.

            Affidavit Upon Termination.  If the Employee's
employment by the Employer terminates, the Employee will, at the
request of the Employer, certify by a written affidavit whether
he or she has complied at all times with all of the provisions of
this Agreement and, if he or she has not so complied, will
include in the affidavit the particulars concerning any failure
so to comply.  If requested by the Employer, such affidavit will
also state whether the activities then contemplated by the
Employee will comply with the provisions of paragraph 4 above.
If permitted by law, the Employer shall be entitled to withhold
any sums otherwise due to the Employee upon termination of his or
her employment by the Employer, until such affidavit has been
executed, notarized, and delivered.

            Miscellaneous Matters.   The Employee agrees that the
Employer will be irreparably harmed, and that damages will be an
inadequate remedy, if the Employee breaches any of the provisions
of this Agreement, so that the Employer will be entitled to an
injunction against any such breach or likelihood of breach, in
addition to any other remedy at law or in equity.

                The rights and duties of the parties under this
Agreement are in addition to all other rights and duties they may
have under any other agreement, at law, or in equity, including
an employer's basic rights, and an employee's basic duties, of
loyalty and confidentiality.

                The provisions of this Agreement are severable,
and the invalidity or unenforceability of any provision of this
Agreement in any circumstance shall not preclude the validity and
enforceability of every other provision hereof and of that
provision in every other circumstance.  Every provision hereof
shall be interpreted to have that meaning which provides the
broadest protection to the Employer permitted by law, and, if any
provision is deemed to be overbroad in any circumstance, it shall
be interpreted to have effect no broader than is permitted by
law.

                The Employee agrees that it is reasonable for the
Employer and all Affiliates of the Employer to provide that the
law of a single jurisdiction shall govern this and all similar
agreements they may have with their employees, including the
Employee.  Accordingly, to the fullest extent permitted by law,
the laws of the State of Colorado shall govern this Agreement and
the rights and duties of the parties hereunder, disregarding any
Colorado principles of conflicts of laws that would otherwise
provide for the application of the substantive laws of another
jurisdiction.  The Employee consents that the Federal and state
courts located in the state in which any office of the Employer
is located at which the Employee is regularly employed during his
or her employment by the Employer shall have jurisdiction to
adjudicate any dispute arising under this Agreement.  Personal
jurisdiction may be obtained over the Employee by service of
process by mail to the Employee's address last known to the
Employer.

                This Agreement is personal in nature and shall
not be assignable by either party, except that (i) the Employer
may assign this Agreement to any Affiliate of the Employer or to
any successor of its business; and (ii) the Employee's duties of
confidentiality set forth in paragraph 3 shall be deemed to
benefit also any person or persons to which the Employer may
transfer any interest in Confidential Information.

                In the event the Employee becomes employd by any
Affiliate of the Employer, this Agreement shall continue to apply
as if such Affiliate were the Employer hereunder, unless and
until the Employee and such Affiliate otherwise agree.
                This Agreement shall be binding upon, and shall
insure to the benefit of, the parties and their heirs and
permitted successors and assigns.

                In the event either party commences any action
with respect to this Agreement or the rights or duties of the
parties hereunder, the party prevailing in such action shall be
entitled to an award of its reasonable attorney's fees and other
costs and expenses incurred in connection with such action.

        IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement as of the date first stated above.


The receipt of additional consideration of $
(if any) is acknowledged by the Employee.

An Exhibit A      is      is not attached hereto.

[Signature blocks.]