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                                                                  EXHIBIT 10.31



                        INLAND ENTERTAINMENT CORPORATION
                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

         This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT ("Agreement") is
dated this 13th day of February, 1998 by and between ARTHUR R.
PFITZENMAYER, and TORREY PINES CONSULTANTS, INC. A CALIFORNIA CORPORATION,
("CONSULTANT") and INLAND ENTERTAINMENT CORPORATION, A UTAH CORPORATION
("COMPANY").

         WHEREAS the COMPANY is the owner of information relating to
intellectual property matters including but not limited to patents, trademarks,
copyrights, and similar trade secrets (hereinafter referred to collectively as
"CONFIDENTIAL INFORMATION" as more fully defined hereinbelow); and

         WHEREAS the COMPANY is desirous of disclosing said information to
CONSULTANT for purposes of obtaining consulting and related services as more
fully set forth in that certain Consulting Agreement entered into on February
13, 1998; and

         WHEREAS the COMPANY wishes to maintain in confidence said CONFIDENTIAL
INFORMATION; and

         WHEREAS the parties recognize the necessity of maintaining the
strictest confidence with respect to said CONFIDENTIAL INFORMATION.

         NOW THEREFORE, CONSULTANT and the COMPANY hereby agrees as follows:

1. CONSULTANT acknowledges that in connection with services to be provided by
the Consultant pursuant to the above-referenced Consulting Agreement between
COMPANY and CONSULTANT, COMPANY may disclose to CONSULTANT CONFIDENTIAL
INFORMATION belonging to COMPANY. As a material inducement for COMPANY
disclosing such information to CONSULTANT, and in accordance with the terms of
the Consulting Agreement, CONSULTANT has agreed to execute and deliver this
Agreement.

2. CONSULTANT agrees to hold and shall hold said CONFIDENTIAL INFORMATION in
trust and confidence, observe the strictest secrecy with respect to all
information presented by the COMPANY and CONSULTANT evaluation and use thereof,
and shall take all reasonable precautions and measures to protect the secrecy of
and avoid the disclosure or use of the CONFIDENTIAL INFORMATION by any
unauthorized persons or in any unauthorized manner and to prevent it from
falling into the public domain or the possession of persons other than those
persons authorized by the COMPANY to have any such information, which measures
shall at a minimum include the highest degree of care that CONSULTANT utilizes
to protect its own information of similar nature


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but no less than a reasonable degree of care. CONSULTANT shall disclose such
information only to persons authorized to receive the same by the COMPANY.
CONSULTANT shall be responsible for any damage resulting from any breach of this
Agreement by CONSULTANT.

3. CONSULTANT shall neither make use of nor disclose to any third party during
the period of this Agreement and thereafter any such CONFIDENTIAL INFORMATION
accept in accordance with the terms and conditions of this Agreement. CONSULTANT
agrees to notify the Company immediately in writing of any misuse or
misappropriation of the CONFIDENTIAL INFORMATION which may come to Consultant=s
attention.

4. Nothing in this Agreement is intended to grant any right, interest, or
license to CONSULTANT under any patent, patent application, or any copyright or
trademark heretofore granted or filed in which the COMPANY has or subsequently
obtains any right, title, or interest; nor shall this Agreement grant CONSULTANT
any rights in the CONFIDENTIAL INFORMATION. CONSULTANT agrees that all rights to
the CONFIDENTIAL INFORMATION as defined hereinbelow shall be the sole and
exclusive property of the COMPANY.

5. This Agreement covers only information not previously known to CONSULTANT
from other sources or otherwise in the public domain. If CONSULTANT has prior
knowledge of any alleged CONFIDENTIAL INFORMATION disclosed by the COMPANY,
CONSULTANT will notify the COMPANY of such knowledge within thirty (30) days,
specifically identifying in writing the alleged CONFIDENTIAL INFORMATION
involved and the source of any such public information while maintaining
confidence with regard to information owned by others.

6. For purpose of this Agreement, "CONFIDENTIAL INFORMATION" is defined as any
corporate documentation, financial or accounting information, trade secrets,
business plans, customer lists, vendor lists, products, analysis, formulas,
written materials, test results, descriptions, drawings, materials, records
relating to research and development, inventions, pricing methods, marketing
techniques, methods of operation, computer programs, computer codes or entry
codes, proprietary computer data or programs, employee manuals, internal and
external memoranda, engineering document or data, and any and all similar
materials, information, and intellectual property including any and all patents,
copyrights, and trademarks as the same may be defined under Title 35, Title 17,
and Title 15 of the United States Code; whether said information is written,
oral, magnetic or other machine-readable format. CONFIDENTIAL INFORMATION does
not include information, knowledge or factual data which (i) is in the
possession of the CONSULTANT prior to the time of disclosure; or (ii) becomes
part of the public knowledge or literature other than by reason of any inaction
or action of CONSULTANT, (iii) was disclosed to CONSULTANT without restriction
by a third party having the right to disclose the same, or (iv) is approved for
release by the COMPANY.

7. Upon completion of the services performed by CONSULTANT, or upon request by
the COMPANY, CONSULTANT shall promptly return to the COMPANY any and all
original materials provided by the COMPANY and any and all documents, papers,
memorandum, drawings, specifications, data, film, tape, conceptual renderings,
disks, and any other tangible materials of any description containing
CONFIDENTIAL INFORMATION, including all copies and notes or other documents that
are in the CONSULTANT'S possession pertaining thereto.


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8. CONSULTANT agrees not to use said CONFIDENTIAL INFORMATION for purposes of
consulting, advising, lobbying, or collaborating with any third party without
the prior express written consent of the COMPANY. If CONSULTANT determines that
it must consult third parties for purposes of performing services related to
this Agreement, all such third parties must enter into a separate agreement
directly with COMPANY prior to any disclosure of said CONFIDENTIAL INFORMATION
to said third parties by CONSULTANT.

9. CONSULTANT warrants that all of CONSULTANT'S employees who come into contact
with said CONFIDENTIAL INFORMATION have signed or will sign agreements
consistent with the terms and conditions of this Agreement before they are
allowed to have any contact whatsoever with said CONFIDENTIAL INFORMATION.

10. This Agreement and the covenants and obligations hereunder shall survive the
termination of any discussion and/or business relationship between the COMPANY
and CONSULTANT.

11. The terms, conditions, and covenants of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their successors, heirs,
and assigns. Failure to insist upon strict performance of any term or condition
of this Agreement shall not constitute a waiver of such term, or of any other
term of this Agreement.

12. This Agreement constitutes the entire agreement and understanding between
the parties with respect to the subject matter herein. All prior or
contemporaneous agreements, understanding, representations, warranties, and
statements, oral or written, relating to the subject matter are superseded and
without effect. No modification of or amendment to this Agreement shall be
binding unless in writing and executed by the parties hereto or their lawful
representatives.

13. This Agreement shall be governed, construed and enforced in accordance with
the laws of the State of California, regardless of the laws that otherwise may
be applicable under the principles of conflicts of law. The court and
authorities of the State of California and the Federal District Court for the
District of the County of San Diego, State of California, shall have sole
jurisdiction and venue over all controversies that may arise with respect to the
execution, interpretation, and compliance with the Agreement. In the event of
any litigation or dispute regarding or arising form this Agreement, and in
addition to any and all remedies at law and in equity, the prevailing party
shall be entitled to recover its reasonable attorney=s fees, expenses, and costs
of suit incurred therein or in the enforcement or collection of any judgment or
award rendered therein.

14. It is further understood, acknowledged, and agreed that monetary damages
alone would not be a sufficient remedy for any breach of this Agreement by
CONSULTANT. Accordingly, in addition to any and all remedies at law, the COMPANY
shall be entitled to any and all equitable


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remedies including but not limited to specific performance, injunctive and any
other equitable relief as a partial remedy for any such breach. CONSULTANT
expressly waives any requirement for the securing or posting of any bond in
connection with such remedy. Such relief shall not be deemed to be the exclusive
remedy for any breach of this Agreement, but shall be in addition to all other
remedies available at law or in equity to the COMPANY. The prevailing party in
such action shall be entitled to reimbursement of reasonable attorney's fees and
costs from the other party.

         This Agreement shall become effective and binding upon CONSULTANT'S
execution hereof without the necessity of execution by the COMPANY.


         DATED THIS 13TH DAY OF FEBRUARY, 1998.


INLAND ENTERTAINMENT CORPORATION                  TORREY PINES CONSULTANTS, INC.
A UTAH CORPORATION                                A CALIFORNIA CORPORATION

By: /s/ AB LAUB                                   By: /s/ ARTHUR R. PFIZENMEYER
    ------------------------------                    --------------------------
        AB Laub                                           Arthur R. Pfizenmeyer
Title:  EVP/CFO                                    Title: President
      ----------------------------

                                                  /s/ ARTHUR R. PFIZENMEYER
                                                  ------------------------------
                                                  Arthur R. Pfizenmayer


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