<PAGE>

                  ADESSO SPECIALTY SERVICES ORGANIZATION, INC.

                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

         As an employee of ADESSO SPECIALTY SERVICES ORGANIZATION, INC., its
subsidiary or its affiliate (together, the "Company"), and as a condition of my
employment by the Company and in consideration of the compensation now and
hereafter paid to me. I agree to the following:

1.       MAINTAINING CONFIDENTIAL INFORMATION

         (a)      COMPANY INFORMATION. I agree at all times during the term of
my employment and thereafter to hold in strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or
corporation, without written authorization of the Board of Directors of the
Company, any trade secrets, confidential knowledge, confidential data or other
similar proprietary information of the Company.

         (b)      FORMER EMPLOYER INFORMATION. I agree that I will not, during
my employment with the Company, improperly use or disclose any proprietary
information or trade secrets of my former or concurrent employers or companies,
if any, and that I will not bring onto the premises of the Company any
unpublished documents or any property belonging to my former or concurrent
employers or companies unless previously and specifically consented to in
writing by said employers or companies.

         (c)      THIRD PARTY INFORMATION. I recognize that the Company has
received and in the future will receive confidential or proprietary information
from third parties subject to a duty on the Company's part to maintain the
confidentiality of such information and, in some cases, to use it only for
certain limited purposes. I agree that I owe the Company and such third parties,
both during the term of my employment and thereafter, a duty to hold all such
confidential and proprietary information in the strictest confidence and not to
disclose it to any person, firm or corporation (except in a manner that is
consistent with the Company's agreement with the third party) or use it for the
benefit of anyone other than the Company or such third party (consistent with
the Company's agreement with the third party), unless expressly authorized to
act otherwise by an officer of the Company.

2.       ASSIGNMENT OF INVENTIONS AND ORIGINAL WORKS.

         (a)      INVENTIONS AND ORIGINAL WORKS RETAINED BY ME. I have attached
hereto as Exhibit A a complete disclosure of all inventions, original works of
authorship, developments, improvements, and trade secrets that I have, alone or
jointly with others, conceived, developed or reduced to practice or caused to be
conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the property
of third parties and that I wish to have excluded from the scope of this
Agreement. If disclosure of an item on Exhibit A would cause me to violate any
prior confidentiality

<PAGE>
                                                                               2


agreement, I understand that I am not to disclose such on Exhibit A but in the
applicable space on Exhibit A. I am only to disclose a cursory name for each
such invention, a listing of the party(ies) to whom it belongs and the fact that
full disclosure as to such inventions has not been made for that reason. A space
is provided on Exhibit A for such purpose. If no disclosure is attached, I
represent that there are no such inventions.

         (b)      INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE COMPANY. I agree
that I will make prompt written disclosure to the Company, will hold in trust
for the sole right and benefit of the Company, and hereby assign to the Company
all my right, title and interest in and to any ideas, inventions, original works
of authorship, developments, improvement or trade secrets which I may solely or
jointly conceive or reduce to practice, or cause to be conceived or reduced to
practice, during the period of my employment with the Company. I recognize that
this Agreement does not require assignment of any invention which qualifies
fully for protection under Section 2870 of the California Labor Code (hereafter
"Section 2870"), which provides as follows:

                  (i)      Any provision in an employment agreement which
provides that an employee shall assign, or offer to assign, any of his or her
rights in an invention to his or her employer shall not apply to an invention
that the employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information except
for those inventions that either:

                           (1)      Relate at the time of conception or
reduction to practice of the invention to the employer's business, or actual or
demonstrably anticipated research or development of the employer; or

                           (2)      Result from any work performed by the
employee for the employer.

                  (ii)     To the extent a provision in an employment agreement
purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against
the public policy of this state and is unenforceable.

         I acknowledge that all original works of authorship which are made by
me (solely or jointly with others) within the scope of my employment and which
are protectable by copyright are "works made for hire" as that term is defined
in the United States Copyright Act (17 U.S.C., Section 101).

         (c)      INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE UNITED STATES. I
hereby assign to the United States government all my right, title and interest
in and to any and all inventions, original works of authorship, developments,
improvements or trade secrets whenever full title to same is required to be in
the United States by a contract between the Company and the United States or any
of its agencies.

         (d)      OBTAINING LETTERS PATENT, COPYRIGHT REGISTRATIONS AND OTHER
PROTECTIONS. I will assist the Company in every proper way to obtain and enforce
United States and foreign

<PAGE>
                                                                               3


proprietary rights relating to any and all inventions, original works of
authorship, developments, improvements or trade secrets of the Company in any
and all countries. To that end I will execute, verify and deliver such documents
and perform such other acts (including appearing as a witness) the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing,
sustaining and enforcing such proprietary rights and the assignment thereof. In
addition, I will execute, verify and deliver assignments of such proprietary
rights to the Company or its designee. My obligation to assist the Company with
respect to proprietary rights in any and all countries shall continue beyond the
termination of my employment, but the company shall compensate me at a
reasonable rate after my termination for the time actually spent by me at the
Company's request on such assistance.

         In the event that Company is unable for any reason, after reasonable
effort, to secure my signature on any document needed in connection with the
actions specified in the preceding paragraph, I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent and
attorney-in-fact, to act for and in my behalf to execute, verify and file such
documents with the same legal force and effect as if executed by me. I hereby
waive and quitclaim to the Company any and all claims of any nature whatsoever
which I now or may hereafter have for infringement of any proprietary rights
assigned to the Company.

         (e)      OBLIGATION TO KEEP THE COMPANY INFORMED. In addition to my
obligations under paragraph 2(b) above, during the period of my employment and
for one (1) year after termination of my employment for any reason, I will
promptly disclose to the Company fully and in writing all patent applications
filed by me or on my behalf. At the time of each such disclosure, I will advise
the Company in writing of any inventions that I believe fully qualify for
protection under Section 2870; and I will at that time provide to the Company in
writing all evidence necessary to substantiate that belief. I understand that
the Company will keep in confidence and not disclose to third parties without my
consent any proprietary information disclosed in writing to the Company pursuant
to this Agreement relating to inventions that qualify fully for protection under
the provisions of Section 2870. I will preserve the confidentiality of any such
invention that does not qualify fully for protection under Section 2870. I agree
to keep and maintain adequate and current records (in the form of notes,
sketches, drawings and in any other form that may be required by the Company) of
all proprietary information developed by me and all inventions made by me during
the period of my employment at the Company at all times.

3.       NO CONFLICTING EMPLOYMENT; NO INDUCEMENT OF OTHER EMPLOYEES OR
SOLICITATION OF CUSTOMERS.

         I agree that during the period of my employment by the Company I will
not, without the Company's express written consent, engage in any other
employment or business activity directly related to the business in which the
Company is now involved or becomes involved, nor will I engage in any other
activities which conflict with my obligations to the Company. For the period of
my employment by the Company and for one (1) year after the date of termination
of my employment by the Company I will not induce any employee of the Company to
leave the employ of the Company.

<PAGE>
                                                                               4


         If any restriction set forth in this Section is found by any court of
competent jurisdiction to be unenforceable because it extends for too long a
period of time or over too great a range of activities or in too broad of a
geographic area, it shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be
enforceable.

4.       NO CONFLICTING OBLIGATIONS.

         I represent that my performance of all the terms of this Agreement as
an employee of the Company does not and will not breach any agreement or
obligation of mine relating to any time prior to my employment by the Company. I
have not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict herewith.

5.       RETURN OF COMPANY DOCUMENTS.

         When I leave the employ of the Company, I will deliver to the Company
(and will not keep in my possession, photocopy or deliver to anyone else) any
and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, together with all copies thereof (in
whatever medium recorded) belonging to the Company, its successors or assigns
whether kept at the Company, home or elsewhere. I further agree that any
property situated on the Company's premises and owned by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject
to inspection by the Company personnel at any time with or without notice. Prior
to leaving, I will cooperate with the Company in completing and signing the
Company's termination statement for technical and management personnel
confirming the above and my obligations under this Agreement.

         I HAVE BEEN INFORMED AND ACKNOWLEDGE THAT THE UNAUTHORIZED TAKING OF
THE COMPANY'S TRADE SECRETS:

                  (i)      COULD RESULT IN CIVIL LIABILITY UNDER CALIFORNIA CODE
SECTION 3426, AND THAT, IF WILLFUL, COULD RESULT IN AN AWARD FOR TRIPLE THE
AMOUNT OF THE COMPANY'S DAMAGES AND ATTORNEYS' FEES; AND

                  (ii)     IS A CRIME UNDER CALIFORNIA PENAL CODE SECTION
444(C), PUNISHABLE BY IMPRISONMENT FOR A TIME NOT EXCEEDING ONE (1) YEAR, OR BY
A FINE NOT EXCEEDING FIVE THOUSAND ($5,000), OR BY BOTH.

6.       NOTIFICATION OF NEW EMPLOYER.

         In the event that I leave the employ of the Company, I hereby consent
to the notification of my new employer of my rights and obligations under this
Agreement.

<PAGE>
                                                                               5


7.       LEGAL AND EQUITABLE REMEDIES.

         Because my services are personal and unique and because I may have
access to and become acquainted with the proprietary information of the Company,
the Company shall have the right to enforce this Agreement and any of its
provisions by injunction, specific performance or other equitable relief,
without bond and without prejudice to any other rights and remedies that the
Company may have for a breach of this Agreement.

8.       GENERAL PROVISIONS

         (a)      NOT AN EMPLOYMENT CONTRACT. I agree and understand that
nothing in this Agreement shall confer any right with respect to continuation of
my employment by the Company.

         (b)      GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This
Agreement will be governed by and construed according to the laws of the State
of California, excluding conflicts of laws principles. I hereby expressly
consent to the personal jurisdiction of the state and federal courts located in
California for any lawsuit filed there against me by the Company arising from or
relating to this Agreement.

         (c)      ENTIRE AGREEMENT. This Agreement, and Exhibit A attached
hereto and hereby incorporated herein, sets forth the final, complete and
exclusive agreement and understanding between the Company and me relating to its
subject matter. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement will be effective unless in writing
and signed by both the Company and me. Any subsequent change or changes in my
duties, salary or compensation will not affect the validity or scope of this
Agreement.

         (d)      SEVERABILITY. If one or more of the provision in this
Agreement are deemed unenforceable by law, then the remaining provision will
continue in full force and effect.

         (e)      SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be for
the benefit of the Company, its successors and its assigns.

         (f)      SURVIVAL. The provisions of this Agreement shall survive the
termination of my employment and the assignments of this Agreement by the
Company to any successor in interest or other assignee.

         (g)      WAIVER. No waiver by the Company of any breach of this
Agreement shall be a waiver of any preceding or succeeding breach. No waiver by
the Company of any right under this Agreement shall be construed as a waiver of
any other right. The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.

<PAGE>
                                                                               6


         (h)      NOTICE. Any notices required or permitted thereunder shall be
given to the appropriate party at the address specified below or at such other
address as the party shall specify in writing. Such notice shall be deemed given
upon personal delivery by certified or registered mail, postage prepaid, three
(3) days after the date of mailing.

         This Agreement shall be effective as of the first day of my employment
with the Company, namely: ______________, 19___.

         I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE
DURING MY EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY'S
PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.

         I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.

Dated: __________________________19___          _____________________________
                                                       Signature

                                                _____________________________
                                                   Name of Employee

                                                _____________________________
                                                        Address

                                                _____________________________
                                                  City, State, Zip Code

ACCEPTED AND AGREED TO:

ADESSO SPECIALTY SERVICES
ORGANIZATION, INC.
101 Park Center Plaza
Suite 1200
San Jose, California   95113

By: _____________________________________
             Authorized Signatory

<PAGE>
                                                                               7


                                    EXHIBIT A

ADESSO SPECIALTY SERVICES ORGANIZATION, INC.
101 Park Center Plaza, Suite 1200
San Jose, California   95113

Gentlemen:

         1. Except as listed in Section 2 below the following is a complete
disclosure of all inventions relevant to the subject matter of my employment by
Adesso Specialty Services Organization, Inc. (the "Company") that have been made
or conceived or first reduced to practice by me alone or jointly with others
prior to my engagement by the Company:

/ /      No inventions.

/ /      See below.

         _______________________________________________________________________

/ /      Additional sheets attached.

         2.       Due to a prior confidentiality agreement, I cannot complete
the disclosure under Section 1 above with respect to inventions generally listed
below, the proprietary rights and duty of confidentiality with respect to which
I owe to the following party(ies):

<TABLE>
<CAPTION>
                  INVENTION                         PARTY(IES)                   RELATIONSHIP

<S>      <C>                              <C>                             <C>
1.       ____________________________     ____________________________    __________________________

2.       ____________________________     ____________________________    __________________________

3.       ____________________________     ____________________________    __________________________
</TABLE>

/ /      Additional sheets attached.

<PAGE>
                                                                               8


3.       I propose to bring to my employment the following devices, materials
and documents of a former employer or other person to whom I have an obligation
of confidentiality that are not generally available to the public, which
materials and documents may be used in my employment pursuant to the express
written authorization of my former employer of such other person (a copy of
which is attached hereto):

/ /      No inventions.

/ /      See below.

         ______________________________________________________________________

/ /      Additional sheets attached.

Date:______________________, 19___                   Very truly yours,


                                                     ___________________________
                                                     EMPLOYEE

<PAGE>

                  ADESSO SPECIALTY SERVICES ORGANIZATION, INC.

                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

         As an independent contractor with ADESSO SPECIALTY SERVICES
ORGANIZATION, INC., its subsidiary or its affiliate (together, the "Company"),
and as a condition of my contract by the Company and in consideration of the
compensation now and hereafter paid to me, I agree to the following:

1.       MAINTAINING CONFIDENTIAL INFORMATION

         (a)      COMPANY INFORMATION. I agree at all times during the term of
my Agreement and thereafter to hold in strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or
corporation, without written authorization of the Board of Directors of the
Company, any trade secrets, confidential knowledge, confidential data or other
similar proprietary information of the Company.

         (b)      FORMER EMPLOYER INFORMATION. I agree that I will not, during
the term of my Agreement with the Company, improperly use or disclose any
proprietary information or trade secrets of my former or concurrent employers or
companies, if any, and that I will not bring onto the premises of the Company
any unpublished documents or any property belonging to my former or concurrent
employers or companies unless previously and specifically consented to in
writing by said employers or companies.

         (c)      THIRD PARTY INFORMATION. I recognize that the Company has
received and in the future will receive confidential or proprietary information
from third parties subject to a duty on the Company's part to maintain the
confidentiality of such information and, in some cases, to use it only for
certain limited purposes. I agree that I owe the Company and such third parties,
both during the term of my Agreement and thereafter, a duty to hold all such
confidential and proprietary information in the strictest confidence and not to
disclose it to any person, firm or corporation (except in a manner that is
consistent with the Company's Agreement with the third party) or use it for the
benefit of anyone other than the Company or such third party (consistent with
the Company's Agreement with the third party), unless expressly authorized to
act otherwise by an officer of the Company.

2.       ASSIGNMENT OF INVENTIONS AND ORIGINAL WORKS.

         (a)      INVENTIONS AND ORIGINAL WORKS RETAINED BY ME. I have attached
hereto as Exhibit A a complete disclosure of all inventions, original works of
authorship, developments, improvements, and trade secrets that I have, alone or
jointly with others, conceived, developed or reduced to practice or caused to be
conceived, developed or reduced to practice prior to the commencement of my
Agreement with the Company, that I consider to be my property or the property of
third parties and that I wish to have excluded from the scope of this Agreement.
If

<PAGE>
                                                                               2


disclosure of an item on Exhibit A would cause me to violate any prior
confidentiality Agreement, I understand that I am not to disclose such on
Exhibit A but in the applicable space on Exhibit A. I am only to disclose a
cursory name for each such invention, a listing of the party(ies) to whom it
belongs and the fact that full disclosure as to such inventions has not been
made for that reason. A space is provided on Exhibit A for such purpose. If no
disclosure is attached, I represent that there are no such inventions.

         (b)      INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE COMPANY. I agree
that I will make prompt written disclosure to the Company, will hold in trust
for the sole right and benefit of the Company, and hereby assign to the Company
all my right, title and interest in and to any ideas, inventions, original works
of authorship, developments, improvement or trade secrets which I may solely or
jointly conceive or reduce to practice, or cause to be conceived or reduced to
practice, during the period of my Agreement with the Company. I recognize that
this Agreement does not require assignment of any invention which qualifies
fully for protection under Section 2870 of the California Labor Code (hereafter
"Section 2870"), which provides as follows:

                  (i)      Any provision in an Agreement which provides that a
contractor shall assign, or offer to assign, any of his or her rights in an
invention to Adesso shall not apply to an invention that the contractor
developed entirely on his or her own time without using the Company's equipment,
supplies, facilities, or trade secret information except for those inventions
that either:

                           (1)      Relate at the time of conception or
reduction to practice of the invention to Adesso's business, or actual or
demonstrably anticipated research or development of Adesso; or

                           (2)      Result from any work performed by the
contractor for Adesso.

                  (ii)     To the extent a provision in an Agreement purports to
require a contractor to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable.

         I acknowledge that all original works of authorship which are made by
me (solely or jointly with others) within the scope of my Agreement and which
are protectable by copyright are "works made for hire" as that term is defined
in the United States Copyright Act (17 U.S.C., Section 101).

         (c)      INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE UNITED STATES. I
hereby assign to the United States government all my right, title and interest
in and to any and all inventions, original works of authorship, developments,
improvements or trade secrets whenever full title to same is required to be in
the United States by a contract between the Company and the United States or any
of its agencies.

         (d)      OBTAINING LETTERS PATENT, COPYRIGHT REGISTRATIONS AND OTHER
PROTECTIONS. I will assist the Company in every proper way to obtain and enforce
United States and foreign

<PAGE>
                                                                               3


proprietary rights relating to any and all inventions, original works of
authorship, developments, improvements or trade secrets of the Company in any
and all countries. To that end I will execute, verify and deliver such documents
and perform such other acts (including appearing as a witness) the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing,
sustaining and enforcing such proprietary rights and the assignment thereof. In
addition, I will execute, verify and deliver assignments of such proprietary
rights to the Company or its designee. My obligation to assist the Company with
respect to proprietary rights in any and all countries shall continue beyond the
termination of my Agreement, but the company shall compensate me at a reasonable
rate after my termination for the time actually spent by me at the Company's
request on such assistance.

         In the event that the Company is unable for any reason, after
reasonable effort, to secure my signature on any document needed in connection
with the actions specified in the preceding paragraph, I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney-in-fact, to act for and in my behalf to execute, verify
and file such documents with the same legal force and effect as if executed by
me. I hereby waive and quitclaim to the Company any and all claims of any nature
whatsoever which I now or may hereafter have for infringement of any proprietary
rights assigned to the Company.

         (e)      OBLIGATION TO KEEP THE COMPANY INFORMED. In addition to my
obligations under paragraph 2(b) above, during the period of my contract and for
one (1) year after termination of my contract for any reason, I will promptly
disclose to the Company fully and in writing all patent applications filed by me
or on my behalf. At the time of each such disclosure, I will advise the Company
in writing of any inventions that I believe fully qualify for protection under
Section 2870; and I will at that time provide to the Company in writing all
evidence necessary to substantiate that belief. I understand that the Company
will keep in confidence and not disclose to third parties without my consent any
proprietary information disclosed in writing to the Company pursuant to this
Agreement relating to inventions that qualify fully for protection under the
provisions of Section 2870. I will preserve the confidentiality of any such
invention that does not qualify fully for protection under Section 2870. I agree
to keep and maintain adequate and current records (in the form of notes,
sketches, drawings and in any other form that may be required by the Company) of
all proprietary information developed by me and all inventions made by me during
the period of contract at the Company at all times.

3.       NO CONFLICTING EMPLOYMENT; NO INDUCEMENT OF OTHER EMPLOYEES OR
SOLICITATION OF CUSTOMERS.

         I agree that during the period of my Agreement by the Company I will
not, without the Company's express written consent, engage in any other
employment or business activity directly related to the business in which the
Company is now involved or becomes involved, nor will I engage in any other
activities which conflict with my obligations to the Company. For the period of
my employment by the Company and for one (1) year after the date of termination
of my contract by the Company I will not induce any employee of the Company to
leave the employ of the Company.

<PAGE>
                                                                               4


         If any restriction set forth in this Section is found by any court of
competent jurisdiction to be unenforceable because it extends for too long a
period of time or over too great a range of activities or in too broad of a
geographic area, it shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be
enforceable.

4.       NO CONFLICTING OBLIGATIONS.

         I represent that my performance of all the terms of this Agreement as a
contractor of the Company does not and will not breach any Agreement or
obligation of mine relating to any time prior to my Agreement by the Company. I
have not entered into, and I agree I will not enter into, any Agreement either
written or oral in conflict herewith.

5.       RETURN OF COMPANY DOCUMENTS.

         At termination of my contract with the Company, I will deliver to the
Company (and will not keep in my possession, photocopy or deliver to anyone
else) any and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, together with all copies thereof (in
whatever medium recorded) belonging to the Company, its successors or assigns
whether kept at the Company, home or elsewhere. Prior to leaving, I will
cooperate with the Company in completing and signing the Company's termination
statement for technical and management personnel confirming the above and my
obligations under this Agreement.

         I HAVE BEEN INFORMED AND ACKNOWLEDGE THAT THE UNAUTHORIZED TAKING OF
THE COMPANY'S TRADE SECRETS:

                  (i)      COULD RESULT IN CIVIL LIABILITY UNDER CALIFORNIA CODE
SECTION 3426, AND THAT, IF WILLFUL, COULD RESULT IN AN AWARD FOR TRIPLE THE
AMOUNT OF THE COMPANY'S DAMAGES AND ATTORNEYS' FEES; AND

                  (ii)     IS A CRIME UNDER CALIFORNIA PENAL CODE SECTION
444(C), PUNISHABLE BY IMPRISONMENT FOR A TIME NOT EXCEEDING ONE (1) YEAR, OR BY
A FINE NOT EXCEEDING FIVE THOUSAND ($5,000), OR BY BOTH.

6.       NOTIFICATION OF NEW EMPLOYER.

         Upon termination of my contact with the Company, I hereby consent to
the notification of my new employer of my rights and obligations under this
Agreement.

<PAGE>
                                                                               5


7.       LEGAL AND EQUITABLE REMEDIES.

         Because my services are personal and unique and because I may have
access to and become acquainted with the proprietary information of the Company,
the Company shall have the right to enforce this Agreement and any of its
provisions by injunction, specific performance or other equitable relief,
without bond and without prejudice to any other rights and remedies that the
Company may have for a breach of this Agreement.

8.       GENERAL PROVISIONS

         (a)      GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This
Agreement will be governed by and construed according to the laws of the State
of California, excluding conflicts of laws principles. I hereby expressly
consent to the personal jurisdiction of the state and federal courts located in
California for any lawsuit filed there against me by the Company arising from or
relating to this Agreement.

         (b)      ENTIRE AGREEMENT. This Agreement, and Exhibit A attached
hereto and hereby incorporated herein, sets forth the final, complete and
exclusive Agreement and understanding between the Company and me relating to its
subject matter. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement will be effective unless in writing
and signed by both the Company and me. Any subsequent change or changes in my
duties, salary or compensation will not affect the validity or scope of this
Agreement.

         (c)      SEVERABILITY. If one or more of the provision in this
Agreement are deemed unenforceable by law, then the remaining provision will
continue in full force and effect.

         (d)      SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be for
the benefit of the Company, its successors and its assigns.

         (e)      SURVIVAL. The provisions of this Agreement shall survive the
termination of my Agreement with the Company and the assignments of this
Agreement by the Company to any successor in interest or other assignee.

         (f)      WAIVER. No waiver by the Company of any breach of this
Agreement shall be a waiver of any preceding or succeeding breach. No waiver by
the Company of any right under this Agreement shall be construed as a waiver of
any other right. The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.

         (g)      NOTICE. Any notices required or permitted thereunder shall be
given to the appropriate party at the address specified below or at such other
address as the party shall specify in writing. Such notice shall be deemed given
upon personal delivery by certified or registered mail, postage prepaid, three
(3) days after the date of mailing.

<PAGE>
                                                                               6


         This Agreement shall be effective as of the first day of Agreement with
the Company, namely: ______________, 19___.

I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING
MY CONTRACT AGREEMENT DATES, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE
COMPANY'S PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY AGREEMENT.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY
FILLED OUT EXHIBIT A TO THIS AGREEMENT.

Dated: ________________________19___              ______________________________
                                                        Signature

                                                  ______________________________
                                                    Name of Contractor

                                                  ______________________________
                                                        Address

                                                  ______________________________
                                                    City, State, Zip Code

ACCEPTED AND AGREED TO:

ADESSO SPECIALTY SERVICES
ORGANIZATION, INC.
101 Park Center Plaza
Suite 1200
San Jose, California   95113

By:______________________________________________
             Authorized Signatory


                                    EXHIBIT A

<PAGE>
                                                                               7


ADESSO SPECIALTY SERVICES ORGANIZATION, INC.
101 Park Center Plaza, Suite 1200
San Jose, California   95113

Gentlemen:

         1. Except as listed in Section 2 below the following is a complete
disclosure of all inventions relevant to the subject matter of my employment by
Adesso Specialty Services Organization, Inc. (the "Company") that have been made
or conceived or first reduced to practice by me alone or jointly with others
prior to my engagement by the Company:

/ /      No inventions.

/ /      See below.

/ /      Additional sheets attached.

         2.       Due to a prior confidentiality Agreement, I cannot complete
the disclosure under Section 1 above with respect to inventions generally listed
below, the proprietary rights and duty of confidentiality with respect to which
I owe to the following party(ies):

<TABLE>
<CAPTION>
                  INVENTION                         PARTY(IES)                   RELATIONSHIP

<S>      <C>                              <C>                             <C>
1.       ____________________________     ____________________________    __________________________

2.       ____________________________     ____________________________    __________________________

3.       ____________________________     ____________________________    __________________________
</TABLE>

/ /      Additional sheets attached.

3.       I propose to bring the following devices, materials and documents of a
former employer or other person to whom I have an obligation of confidentiality
that are not generally available to the public, which materials and documents
may be used in my employment pursuant to the express written authorization of my
former employer of such other person (a copy of which is attached hereto):

<PAGE>
                                                                               8


/ /      No inventions.

/ /      See below.

/ /      Additional sheets attached.

Date:______________________, 19___                       Very truly yours,


                                                         _______________________
                                                         CONTRACTOR