EXHIBIT 10.13


                    EMPLOYEE INVENTIONS, CONFIDENTIALITY AND
                              NONCOMPETE AGREEMENT

      This Agreement ("Agreement") is entered into effective as of the 14th day
of April, 1997, between RSI Systems, Inc., a Minnesota corporation (the
"Company") and ___________ ("Employee").

      WHEREAS, the Company desires to obtain reasonable protection against
unfair competition and reasonable protection of it's proprietary and
confidential trade secrets, inventions and other business information that have
been or will be developed and acquired at substantial expense; and

      WHEREAS, as a condition to the employment of the Employee by the Company,
and for other good and valuable consideration, including the grant of options to
purchase shares of capital stock of the Company, the Employee has agreed to be
bound by the terms and conditions of this Agreement in connection with the
Employee's employment relationship with the Company;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

      1. Inventions.

            (a) "Inventions," as used in this Section 1, means any discoveries,
      improvements and ideas (whether or not they are in writing or reduced to
      practice) or works of authorship (whether or not they can be patented or
      copyrighted) that the Employee makes, authors, or conceives (either alone
      or with others) and that:

                  (i) concern directly the Company's business or the Company's
            present or demonstrably anticipated future research or development;

                  (ii) result from any work the Employee performs for the
            Company;

                  (iii) use the Company's equipment, supplies, facilities or
            trade secret information; or

                  (iv) the Employee develops during the time the Employee is
            performing employment duties for the Company.

            (b) The Employee agrees that all Inventions made, authored or
      conceived by the Employee during the term of the Employee's employment
      with the Company will be the Company's sole and exclusive property. The
      Employee will, with respect to any Invention:



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                  (i) keep current, accurate, and complete records, which will
            belong to the Company and will be kept and stored on the Company's
            premises while the Employee is employed by the Company;

                  (ii) promptly and fully disclose the existence and describe
            the nature of the Invention to the Company in writing (and without
            request);

                  (iii) assign (and the Employee does hereby assign) to the
            Company all of the Employee's rights to the Invention, any
            applications the Employee makes for patents or copyrights in any
            country, and any patents or copyrights granted to the Employee in
            any country; and

                  (iv) acknowledge and deliver promptly to the Company any
            written instruments, and perform any other acts necessary in the
            Company's opinion to preserve property rights in the Invention
            against forfeiture, abandonment or loss and to obtain and maintain
            letters patent and/or copyrights on the Invention and to vest the
            entire right and title to the Invention in the Company.

      The requirements of this subsection 1(b) do not apply to an Invention for
      which no equipment, supplies, facility or trade secret information of the
      Company was used and which was developed entirely on the Employee's own
      time, and (1) which does not relate directly to the Company's business or
      to the Company's actual or demonstrably anticipated research or
      development, or (2) which does not result from any work the Employee
      performed for the Company. With respect to any obligations performed by
      the Employee under this subsection 1(b) following termination of
      employment, the Company will pay the Employee reasonable hourly
      compensation (consistent with the last base salary) and will pay or
      reimburse all reasonable out-of-pocket expenses.

      2. Confidential Information.

            (a) "Confidential Information," as used in this Section 2, means
      information that is not generally known and that is proprietary to the
      Company or that the Company is obligated to treat as proprietary.
      Confidential Information includes trade secrets, confidential or secret
      designs, processes, formulas, plans, devices or material (whether or not
      patented or patentable) directly or indirectly useful in any aspect of the
      business of the Company, any customer, client, prospective customer,
      prospective client or supplier lists, any confidential or secret
      development or research work of the Company, or any other Confidential
      Information or secret aspects of the business of the Company. Confidential
      Information includes any information that the Employee reasonably
      considers Confidential Information, or that the Company treats as
      Confidential Information (whether the Employee or others originated it and
      regardless of how the Employee obtained it).

            (b) Except as specifically authorized by an authorized officer of
      the Company or by written Company policies, the Employee will never,
      either during or after the Employee's employment by the Company, use or
      disclose Confidential 



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      Information to any person not authorized by the Company to receive it.
      When the Employee's employment with the Company ends, the Employee will
      promptly deliver to the Company all records and any compositions,
      articles, devices, apparatus and other items that disclose, describe or
      embody Confidential Information, including all copies, reproductions and
      specimens of the Confidential Information in the Employee's possession,
      regardless of who prepared them, and will promptly deliver any other
      property of the Company in the Employee's possession, whether or not
      Confidential Information.

      3. Competitive Activities. The Employee agrees that during the term of the
Employee's employment with the Company and for a period of one year after the
Employee's employment with the Company ends:

            (a) The Employee will not alone, or in any capacity with another
      firm:

                  (i) directly or indirectly own, manage, operate, control, be
            employed by, participate in or be connected in any manner with the
            ownership, management, operation or control of any business that
            competes with the Company's business as the Company has conducted it
            during the five years before the Employee's employment with the
            Company ends, within any state in the United States or within any
            country in which the Company directly or indirectly markets or
            services products or provides services;

                  (ii) in any way interfere or attempt to interfere with the
            Company's relationships with any of its current or potential
            customers; or

                  (iii) employ or attempt to employ any of the Company's then
            employees on behalf of any other person or entity competing with the
            Company.

            (b) The provisions of this Section 3 shall not prevent the Employee
      from seeking employment which would be competitive during such one-year
      period so long as such employment commences after the expiration of such
      period. The Employee agrees to provide a copy of this Agreement to any
      employer with which the Employee accepts employment during the term of the
      covenant not to compete set forth above, whether or not the Employee
      believes that any such other employment may be in violation of this
      Agreement.

      4. Specific Enforcement. The Employee understands that if the Employee
fails to fulfill the Employee's obligations under this Agreement, the damages to
the Company would be very difficult to determine. Therefore, in addition to any
other rights or remedies available to the Company at law, in equity, or by
statute, the Employee hereby consents to the specific enforcement of this
Agreement by the Company through an injunction or restraining order issued by an
appropriate court.



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      5. Miscellaneous.

            (a) Modification. This Agreement may be modified or amended only by
      a writing signed by both the Company and the Employee.

            (b) Governing Law. The laws of Minnesota will govern the validity,
      construction and performance of this Agreement. Any legal proceedings
      related to this Agreement will be brought in an appropriate Minnesota
      court, and both the Company and the Employee hereby consent to the
      exclusive jurisdiction of that court for this purpose.

            (c) Construction. Wherever possible, each provision of this
      Agreement will be interpreted so that it is valid under the applicable
      law. If any provision of this Agreement is to any extent invalid under the
      applicable law, that provision will still be effective to the extent it
      remains valid. The remainder of this Agreement also will continue to be
      valid, and the entire Agreement will continue to be valid in other
      jurisdictions.

            (d) Waivers. No failure or delay by either the Company or the
      Employee in exercising any right or remedy under this Agreement will waive
      any provision of the Agreement. Nor will any single or partial exercise by
      either the Company or the Employee of any right or remedy under this
      Agreement preclude either of them from otherwise or further exercising
      these rights or remedies, or any other rights or remedies granted by any
      law or any related document.

            (e) Captions. The headings in this Agreement are for convenience
      only and do not affect this Agreement's interpretation.

            (f) Notices. All notices and other communications required or
      permitted under this Agreement shall be in writing and sent by registered
      first-class mail, postage prepaid, and shall be effective five days after
      mailing to the addresses stated at the beginning of this Agreement. These
      addresses may be changed at any time by like notice.

      IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written.



RSI SYSTEMS, INC.                                       EMPLOYEE


By________________________________           ___________________________________
                                             (Signature)

Its_______________________________           ___________________________________
                                             (Print Name)


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                                        I have received a copy of this Agreement

                                        ________________________________________
                                        Employee

                                        Date____________________________________