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                                                                   EXHIBIT 10.19

                       EMPLOYEE CONFIDENTIALITY AGREEMENT



I, ____________________________, in consideration for my future employment by
Phoenix International Ltd., Inc., or its subsidiaries or successors
(hereinafter called "Phoenix") and the payment of future wages as compensation
for services rendered in the course of my employment, hereby agree as follows:

1.       That during the course of such employment I will not act as an
         employee, agent or representative of any other company and will devote
         my full time to representing Phoenix in a manner consistent with
         established Phoenix policies and management directives.

2.       That I will not disclose to Phoenix any proprietary information of any
         other party previously disclosed to me in confidence, and declare that
         I am not bound by any prior agreement which prohibits my employment by
         Phoenix or the assignment of any newly created intellectual property
         right to Phoenix.

3.       That I recognize and acknowledge that in the course of my employment
         by Phoenix I may have access to and gain knowledge of proprietary or
         confidential information relating to Phoenix's products, processes,
         services or business operations, including information relating to
         development, marketing, strategy, customers, suppliers, finances,
         forecasts and other employees.  I understand that Phoenix's
         confidential information shall include information of its customers
         which Phoenix is under obligation to maintain as confidential.  I
         agree not to disclose to anyone outside of Phoenix or to use for any
         purposes other than Phoenix's business purposes, any of Phoenix's
         proprietary or confidential information, either during the term or
         after my employment by Phoenix.

4.       That I will assign, and do hereby assign, to Phoenix, all my rights to
         intellectual property which I make or conceive, in the course of my
         employment by Phoenix or with the use of Phoenix's time, materials,
         facilities, or relating to any subject matter with which Phoenix is
         concerned, and I further agree, without charge to Phoenix, but at its
         expense, to execute, acknowledge and to aid in preparation of all
         documentation as may be necessary to obtain registration of patents or
         copyrights in any and all countries and to vest title thereto in
         Phoenix.  This paragraph shall not apply to an invention for which no
         equipment, supplies, facilities, or proprietary information of Phoenix
         was used and which was developed entirely on my own time, unless (a)
         the invention relates:  (1) to the business of Phoenix, or (2) to
         Phoenix's actual or demonstrably anticipated research or development;
         or (b) the invention results from any work performed by me for
         Phoenix.  I further agree that upon termination of my
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         employment I will disclose to Phoenix all details of any computer
         program or other project on which I have worked during my employment,
         which has not been disclosed fully before my termination, and will
         deliver up to Phoenix all memoranda, notes, records, manuals,
         drawings, electronic media, and any other documents obtained from
         Phoenix or produced by me during my employment.

5.       That I will disclose promptly to Phoenix any and all ideas,
         discoveries, inventions, which I may make or conceive either solely or
         jointly with others, during the twelve-month period immediately
         following termination of employment by Phoenix, which relate to the
         work performed by me while in the employ of Phoenix.  I further agree
         to assign and do hereby assign to Phoenix all my rights and interests
         in any and all such inventions and further agree, without charge to
         Phoenix but at its expense, to execute, to acknowledge and to aid in
         the preparation of all such further papers, including applications for
         patents or copyrights, as may be necessary to obtain patent or
         copyright registrations on said inventions in any and all countries
         and to vest title thereto to Phoenix.

6.       That for a period of twelve months after termination of my employment
         for any reason, I will not directly or indirectly solicit, divert or
         take away, or attempt to solicit, divert or take away any customers,
         employees, licensees or third party alliance candidates negotiating
         with Phoenix at the time of termination within any region or territory
         in which I was employed by Phoenix; nor will I accept employment at or
         perform services for any potential customer, licensee or third party
         alliance candidate negotiating with Phoenix at the time of my
         termination within any region or territory in which I was employed by
         Phoenix.  I hereby acknowledge that Phoenix is justified in obtaining
         the restrictions contained above in that it has a legitimate business
         interest to protect, specifically, but not limited to, its trade
         secrets and confidential information and its substantial relationships
         with prospective or existing customers.  I further acknowledge that
         the restrictions contained above are reasonably necessary to protect
         and preserve the legitimate business interests of Phoenix.

7.       That in the event any part of the confidential information recited by
         this Agreement becomes generally known to the public through
         legitimate origins (other than by breach of this Agreement), that part
         of the confidential information shall no longer be deemed confidential
         information for the purposes of this Agreement, but I shall continue
         to be bound by the terms of this Agreement as to all other
         confidential information.

8.       That if any phrase, clause or provision of this Agreement is declared
         invalid or unequal by a court of competent jurisdiction, such phrase,
         clause or provision shall be deemed



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         severed from this Agreement, but will not affect any other provision
         of this Agreement, which shall otherwise remain in full force and
         effect.  If any restriction or limitation in this Agreement is deemed
         to be unreasonable, onerous and unduly restrictive by a court of
         competent jurisdiction, it shall not be stricken in its entirety and
         held totally void and unenforceable, but shall remain effective to the
         maximum extent permissible within reasonable bounds.

9.       That I stipulate and agree that breach of this Agreement will result
         in immediate and irreparable harm to the business and goodwill of
         Phoenix and that damages, if any, and remedies at law for such breach
         would be inadequate. Phoenix shall therefore be entitled to apply for
         and receive from any court of competent jurisdiction, an injunction to
         restrain any violation of this Agreement and for such further relief
         as the court may deem just and proper.

10.      That this Agreement is a condition of my employment by Phoenix but in
         no way operates as a guarantee of continued employment.  I understand
         that Phoenix is an at-will employer.


Signature of Employee: _________________________   Date: ___________

Witness: _______________________________________   Date: __________





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