Exhibit 10.4

                       MEMO OF UNDERSTANDING AND AGREEMENT
                                     BETWEEN
                           DURASWITCH INDUSTRIES, INC.
                                       and
                             DATAHAND(R) SYSTEMS INC

                                  APRIL 3, 1998

It is recognized  that DuraSwitch  Industries,  Inc.  (DuraSwitch),  333 S. Nina
Drive,  Mesa, AZ 85210 and DataHand(R)  Systems Inc.  (DSI),  3310 N. 33rd Ave.,
Phoenix,  AZ 85017, are serving  different  markets,  yet are developing  switch
technology that might be adapted to each other's targeted markets. DuraSwitch is
engaged  in  designing,   manufacturing   and  marketing  of  its  patented  and
proprietary switches (e.g. DuraSwitch  PushGate(TM),  Rotor(TM), and Slider(TM))
for  integrated  electronic  switch  panel  assemblies,  while DSI is engaged in
designing,  manufacturing and marketing of its patented and proprietary  maximum
data entry keyboard products and systems , designed to improve  productivity and
wellness (e.g., the model Professional  II(TM)).  Therefore,  DuraSwitch and DSI
have  an  interest  to  cross-license   and  share  wholly  owned   technologies
(intellectual  property  including  patents) that could enhance their respective
product lines.

It is understood and agreed that  DuraSwitch  owns U.S. patent #'s 5,523,730 and
5,666,096  with other U.S. and foreign  patents  pending.  These patents and any
improvements  or new  technology  developed and patented by DuraSwitch may be of
benefit to DSI. DSI and its  employees,  directors  or officers  agree to assign
their  rights  in any  inventions,  as a  result  of  their  work on  DuraSwitch
technology, to DuraSwitch pursuant to this agreement.  Consideration for the use
by DSI of any  DuraSwitch  owned  technology  will  be in the  form  of  royalty
payments as described below.

It is further  understood and agreed that,  DSI owns U.S.  patent #'s 4,913,573,
4917,516,  Des. 311,522,  5,376,764,  Des. 356,553,  Des. 362,425, and 5,514,866
with other U.S. and foreign patents pending.  These patents and any improvements
or new technology  developed and patented may be of benefit to  DuraSwitch.  Mr.
Van Zeeland agrees to assign his rights in this invention to DSI in exchange for
a  license  to  DuraSwitch  for  the  use of said  technology  pursuant  to this
agreement.  With the  issuance of a patent,  DSI agrees to license the switch to
DuraSwitch consistent with the following paragraph. Consideration for the use of
any DSI-owned  technology by DuraSwitch will be in the form of royalty  payments
as described below.

Donald W. Seager,  Director of DSI, agrees to assist  DuraSwitch with operations
consultation upon request at no charge for a reasonable period of time. Tony Van
Zeeland, COO and Director of Engineering of DuraSwitch,  agrees to assist DSI to
obtain a patent on a 5-position switch that could be of interest to DuraSwitch.

In consideration for a cross license to use each other's patented technology,  a
royalty  per item will be  mutually  determined  which  then will be paid into a
royalty pool to be shared  equally by  DuraSwitch  and DSI. This royalty will be
consistent with industry  standards and  proportionate to the value added to the
overall  manufactured  cost of the  marketed  product  or  component  by  either
DuraSwitch or DSI respectively.

The parties mutually agree that any patents issued as a result of this agreement
and as a result of technology  developed hereunder which would benefit the other
party,  shall be cross  licensed  under  the terms of this  agreement.  Further,
should either company merge, be acquired or  substantially  change  ownership or
control,  then the term of any licensed  technology  under this agreement may be
automatically  extended  for a period of five (5) years at the  option of either
party;  with written notice to the other party at least 90 days prior to the end
of the term herein.
<PAGE>
It is agreed that the  intellectual  property  of the  respective  companies  is
proprietary  and  considered  to be  Confidential  Information  as described and
executed  on  behalf  of  each  company  and  their  employees  in the  separate
Confidentiality Agreements (see Attachment A).

The initial term of this agreement is three (3) years,  and then will be renewed
year to year.  Upon a written  notification  by one party to the other that they
wish to  terminate  the  agreement  90 days prior to the initial  term ending or
prior to any renewal term,  the agreement then will terminate at the end of said
term.

DuraSwitch and DSI agree that they cannot  sublicense said licensed  technology.
The parties  further agree that the purpose of this agreement is to promote each
other's patented and proprietary  technology in their own respective  markets to
the benefit of both parties.


By: /s/ Terry Dunlap                    By: /s/ Jim Cole
    --------------------------------        ------------------------------------
    Terry Dunlap                            Jim Cole
    CEO/President                           CEO
    DuraSwitch, Industries, Inc.            DataHand(R)Systems Inc.

                                    Page -2-
<PAGE>
                                  Attachment A

             CONFIDENTIALITY AGREEMENT: DURASWITCH INDUSTRIES, INC.

                    MEMORANDUM OF UNDERSTANDING AND AGREEMENT

                                     Between

                           DuraSwitch Industries, Inc.

                                       and

                            DataHand(R) Systems, Inc.

                                  April 3,1998









                                    Page -3-
<PAGE>
CONFIDENTIALITY AGREEMENT: DuraSwitch Industries, Inc.


This Confidentiality Agreement (this "Agreement") is made effective this 3rd day
of April,  1998,  between  DataHand  Systems,  Inc.,  of 3032 North 33rd Avenue,
Phoenix, AZ 85017-5201 and DuraSwitch Industries, Inc., 333 S. Nina Drive, Mesa,
AZ 85210,.

In this  Agreement,  the party  who owns the  Confidential  Information  will be
referred to as ("DSI"), and the party to whom the Confidential  Information will
be disclosed will be referred to as ("DuraSwitch").

DSI is engaged in designing, marketing and manufacturing of proprietary products
and  systems to improve  productivity  and  wellness.  Duraswitch  is engaged in
designing,  manufacturing  and marketing  switches and switch panel  assemblies.
DuraSwitch  has  represented  that  DuraSwitch  will  protect  the  confidential
material and  information,  which may be disclosed  between DSI and  DuraSwitch.
Therefore, the parties agree as follows:

     1. CONFIDENTIAL INFORMATION.  The term "Confidential Informaiion" means any
information or material  which is  proprietary  to DSI,  whether or not owned or
developed  by PSI,  which is not  generally  known other than by DSI,  and which
DuraSwitch may obtain through any direct or indirect contact with DSI.

     a.   Confidential Information includes without limitation:

          -    business records and plans
          -    trade secrets
          -    technical information
          -    inventions
          -    product design information
          -    costs
          -    copyrights and other intellectual property and other proprietary
               information.

     b.   Confidential Information does not include:

          -    matters of public knowledge that result from disclosure by DS1
          -    information rightfully received by DuraSwitch from a third party
               without a duty of confidentiality
          -    information disclosed by operation of law
          -    information disclosed by DuraSwitch with the prior written
               consent of DSI and any other information that both parties agree
               in writing is not confidential.

     2.  PROTECTION OF  CONFIDENTIAL  INFORMATION.  DuraSwitch  understands  and
acknowledges that the Confidential Information has been developed or obtained by
DSI by the  investment of  significant  time,  effort and expense,  and that the
Confidential  Information  is a valuable,  special and unique asset of DSI which
provides DSI with a significant  competitive  advantage.  Therefore,  DuraSwitch
agrees to hold in confidence and to not disclose the Confidential Information to
any person or entity without the prior written consent of DSI.

No  Copying.  Recipient  will not copy or modify  any  Confidential  Information
without the prior written consent of DSI.

Application   to  Employees.   Further,   DuraSwitch   shall  not  disclose  any
Confidential Information to any employees of DuraSwitch,  except those employees
who are required to have the Confidential  Information in order to perform their
job duties in  connection  with the  limited  purposes of this  Agreement.  Each
permitted  employee to whom  Confidential  Information is disclosed shall sign a
nondisclosure  agreement substantially the same as this Agreement at the request
of DSI.

                                    Page -4-
<PAGE>
     3. RETURN OF  CONFIDENTIAL  INFORMATION.  Upon the written  request of DSI,
DuraSwitch shall return to DSI all written materials containing the Confidential
Information.  DuraSwitch shall also deliver to DSI written  statements signed by
DuraSwitch certifying that all materials have been returned within five (5) days
of receipt of the request.

     4. NO WARRANTY.  DuraSwitch  acknowledges  and agrees that the Confidential
Information is provided on an AS IS basis.  DSI MAKES NO WARRANTIES,  EXPRESS OR
IMPLIED,  WITH  RESPECT TO THE  CONFIDENTIAL  INFORMATION  AND HEREBY  EXPRESSLY
DISCLAIMS ANY AND ALL IMPLIED  WARRANTIES OF  MERCHANTABILITY  AND FITNESS FOR A
PARTICULAR  PURPOSE.  IN NO EVENT SHALL DSI BE LIABLE FOR ANY DIRECT,  INDIRECT,
SPECIAL OR  CONSEQUENTIAL  DAMAGES  IN  CONNECTION  WITH OR  ARISING  OUT OF THE
PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.  DSI does not
represent or warrant that any product or business plans  disclosed to DuraSwitch
will be marketed or carried out as  disclosed,  or at all. Any actions  taken by
DuraSwitch in response to the disclosure of the Confidential  Information  shall
be solely at the risk of DuraSwitch.

     5. LIMITED LICENSE TO USE.  Duraswitch  shall not acquire any  intellectual
property rights under this Agreement except the limited right to manufacture and
market products using the  Confidential  Information  set out above.  DuraSwitch
acknowledges that, as between DSI and DuraSwitch,  the Confidential  Information
and all related copyrights and other  intellectual  property rights, are (and at
all times will be) the property of DSI, even if  suggestions,  comments,  and/or
ideas made by DuraSwitch are incorporated  into the Confidential  Information or
related materials during the period of this Agreement.

     6. GENERAL PROVISIONS.  This Agreement sets forth the entire  understanding
of the parties regarding confidentiality.  Any amendments must be in writing and
signed by both parties.  This Agreement shall be construed under the laws of the
State of AZ. This Agreement shall not be assignable by either party, and neither
party may delegate its duties under this  Agreement,  without the prior  written
consent of the other party.


DataHand Systems, Inc,


By: /s/ Jim Cole
    -----------------------------------
    Jim Cole
    CEO


DuraSwitch Industries, Inc.


By: /s/ Terry Dunlap
    -----------------------------------
    Terry Dunlap
    CEO/President

                                    Page -5-
<PAGE>
                                  Attachment B

              CONFIDENTIALITY AGREEMENT: DATAHAND(R) SYSTEMS, INC.

                    MEMORANDUM OF UNDERSTANDING AND AGREEMENT

                                     Between

                           DuraSwitch Industries, Inc.

                                       and

                            DataHand(R) Systems, Inc.

                                  April 3,1998










                                    Page -6-
<PAGE>
CONFIDENTIALITY AGREEMENT: DataHand(R) Systems, Inc.

This Confidentiality Agreement (this "Agreement") is made effective this 3rd day
of April, 1998, between DuraSwitch Industries, Inc., 333 S. Nina Drive, Mesa, AZ
85210 and DataHand Systems, Inc., 3032 North 33rd Ave., Phoenix, AZ 85017.

In this  Agreement,  the party  who owns the  Confidential  Information  will be
referred  to  as  ("DuraSwitch"),   and  the  party  to  whom  the  Confidential
Information will be disclosed will be referred to as ("DS1").

DuraSwitch is engaged in  designing,  manufacturing  and marketing  switches and
switch  panel   assemblies.   DSI  is  engaged  in   designing,   marketing  and
manufacturing  of proprietary  products and systems to improve  productivity and
wellness.  DSI has represented that DSI will protect the  confidential  material
and information  which may be disclosed between  DuraSwitch and DSI.  Therefore,
the parties agree as follows:

     1. CONFIDENTIAL INFORMATION:  The term "Confidential Informafion" means any
information or material which is proprietary to DuraSwitch, whether or not owned
or  developed  by  DuraSwitch,  which  is not  generally  known  other  than  by
DuraSwitch, and which DSI may obtain through any direct or indirect contact with
DuraSwitch.

     a.   Confidential Information includes without limitation:

          -    business records and plans
          -    trade secrets
          -    technical information
          -    inventions
          -    product design information
          -    costs
          -    copyrights and other intellectual property and other proprietary
               information.

     b.   Confidential Information does not include:

          -    matters  of public  knowledge  that  result  from  disclosure  by
               DuraSwitch
          -    information rightfully received by DSI from a third party without
               a duty of confidentiality
          -    information disclosed by operation of law
          -    information disclosed by DSI with the prior written consent of
               DuraSwitch and any other information that both parties agree in
               writing is not confidential.

     2. PROTECTION OF CONFIDENTIAL INFORMATION. DSI understands and acknowledges
that the  Confidential  Information has been developed or obtained by DuraSwitch
by the  investment  of  significant  time,  effort  and  expense,  and  that the
Confidential  Information is a valuable,  special and unique asset of DuraSwitch
which provides DuraSwitch with a significant  competitive advantage.  Therefore,
DSI  agrees  to  hold  in  confidence  and  to  not  disclose  the  Confidential
Information  to any  person  or entity  without  the prior  written  consent  of
DuraSwitch.

No  Copying.  Recipient  will not copy or modify  any  Confidential  Information
without the prior written consent of DuraSwitch.

Application  to  Employees.  Further,  DSI shall not disclose  any  Confidential
Information to any employees of DSI,  except those employees who are required to
have the  Confidential  Information  in order to  perform  their  job  duties in
connection with the limited purposes of this Agreement.  Each permitted employee
to  whom  Confidential  Information  is  disclosed  shall  sign a  nondisclosure
agreement substantially the same as this Agreement at the request of DuraSwitch.

                                    Page -7-
<PAGE>
     3.  RETURN  OF  CONFIDENTIAL  INFORMATION.  Upon  the  written  request  of
DuraSwitch,  DSI shall return to DuraSwitch all written materials containing the
Confidential   Information.   DSI  shall  also  deliver  to  DuraSwitch  written
statements  signed by DSI certifying that all materials have been retumed within
five (5) days of receipt of the request.

     4.  NO  WARRANTY.   DSI  acknowledges  and  agrees  that  the  Confidential
Information  is  provided  on an AS IS basis.  DURASWITCH  MAKES NO  WARRANTIES,
EXPRESS OR IMPLIED,  WITH  RESPECT TO THE  CONFIDENTIAL  INFORMATION  AND HEREBY
EXPRESSLY  DISCLAIMS  ANY AND ALL  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DURASWITCH BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING
OUT OF THE  PERFORMANCE OR USE OF ANY PORTION OF THE  CONFIDENTIAL  INFORMATION.
DuraSwitch  does not  represent  or warrant  that any product or business  plans
disclosed  to DSI will be marketed or carried out as  disclosed,  or at all. Any
actions  taken  by  DSI  in  response  to the  disclosure  of  the  Confidential
Information shall be solely at the risk of DSI.

     5. LIMITED LICENSE TO USE. DSI shall not acquire any intellectual  property
rights under this Agreement  except the limited right to manufacture  and market
products using the  Confidential  Information  set out above.  DSI  acknowledges
that,  as between  DuraSwitch  and DSI,  the  Confidential  Information  and all
related copyrights and other intellectual property rights, are (and at all times
will be) the property of DuraSwitch, even if suggestions, comments, and/or ideas
made by DSI are  incorporated  into  the  Confidential  Information  or  related
materials during the period of this Agreement

     6. GENERAL PROVISIONS.  This Agreement sets forth the entire  understanding
of the parties regarding confidentiality.  Any amendments must be in writing and
signed by both parties.  This Agreement shall be construed under the laws of the
State of AZ This Agreement shall not be assignable by either party,  and neither
party may delegate its duties under this  Agreement,  without the prior  written
consent of the other party.


DataHand Systems, Inc.


By: /s/ Jim Cole
    -----------------------------------
    Jim Cole
    CEO


DuraSwitch Industries, Inc.

By: /s/ Terry Dunlap
    -----------------------------------
    Terry Dunlap
    CEO/President

                                    Page -8-