EXHIBIT E: NON-DISCLOSURE AGREEMENT
                       BETWEEN PBIS AND SOLOPOINT, INC.
                     AND PACIFIC BELL AND SOLOPOINT, INC.

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                     CONFIDENTIAL NON-DISCLOSURE AGREEMENT


This agreement is made on August 21, 1996 between SoloPoint, Inc., a California
corporation ("SoloPoint") and Pacific Bell Information Services ("PBIS").
1.
Purpose.
Company and SoloPoint wish to explore a business 
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possibility under which each party may disclose its Confidential Information to
the other party.
2.
Definition.
"Confidential Information" means any information,
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technical data, or know-how, including, but not limited to that which relates to
research, products, software, services, development, inventions, processes,
designs, drawings, formulas, engineering, marketing, finances, financial models,
and business plans, which Confidential Information is designated in writing to
be confidential or proprietary, or if given orally, is confirmed promptly in
writing as having been disclosed as confidential or proprietary.
Confidential
Information does not include information, technical data, or know-how (i) is in
the possession of the receiving party at the time of disclosures shown by the
receiving party's files and records immediately prior to the time of disclosure;
or (ii) prior to or after the time of disclosure becomes part of the public
knowledge or literature, not as a result of any inaction or action of the
receiving party, or (iii) is required by law to be disclosed by the receiving
party; (iv) is independently developed by the receiving party without
utilization of the Confidential Information.
3.
Non-Disclosure of Confidential Information.
Each party agrees 
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not to use the Confidential Information disclosed to it by the other party for
its own use or for any purpose except to carry out discussions concerning the
completion of any business relationship between the two.
Each party will not
disclose the Confidential Information of the other party to third parties or to
its employees except employees who are required to have the information in order
to carry out the contemplated business.
Each party will have employees to whom
Confidential Information of the other party is disclosed sign a Non-Disclosure
Agreement in content substantially similar to this agreement if such persons
have not already signed such agreements obligating them to hold the Confidential
Information in confidence.
Each party agrees that it will take all reasonable
steps to protect the secrecy of and avoid disclosure or use of Confidential
Information of the other party on order to prevent of unauthorized falling into
the public domain or the possession of unauthorized persons.
Each agrees to
immediately notify the other party in writing of any misuse or misappropriation
of such Confidential Information of the other party which may come to its
attention.
4.
Return of Information.
Upon request of the disclosing party, 
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the receiving party agrees to promptly return all documents furnishes to it by
the disclosing party, together with all copies thereof in its possession.
5.
Term.
The term of this Agreement shall be five (5) years.
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          6.
General Provisions.
This Agreement will be governed by the 
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laws of the State of California.
This Agreement will be binding upon the
successors of each party, and will be for the benefit of each party, its
successors, and its assigns.
Each party agrees that it would be difficult to
measure the damage to such party from the breach of the other party's
obligations hereunder, that injury to such party from any such breach would be
impossible to calculate, and that monetary damages would therefor be an
inadequate remedy; accordingly, each party agrees that the other party shall be
entitled, in addition to all other remedies it might have, to injunctions or
other appropriate orders to restrain any such breach without showing or proving
any actual damage.
IN WITNESS WHEREOF, the parties have executed this Agreement as of 
the date and year written above.
Company:

Pacific Bell Information Services          SoloPoint, Inc.


By:                                        By:
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Title:                                     Title:
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