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                                                                   Exhibit 10.31

                                    FOUNDERS
                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT

     THIS AGREEMENT is between FieldWorks, Inc., a Minnesota corporation (the
"Company") and __________________, a resident of Minnesota (the "Employee").

DEFINITIONS:

A.   "Company" means FieldWorks, Inc., and any existing or future subsidiaries,
     owned or controlled, directly or indirectly, by FieldWorks, Inc.

B.   "Confidential Information" means information of or about the Company, its
     products, services or customers which is not generally known to persons
     outside the Company. Confidential Information includes information relating
     to the Company's products, processes, research, development, manufacture,
     purchasing, accounting, marketing, merchandising, selling, servicing,
     customers, finance and business systems.

C.   "Conflicting Product" means any product, process, system or service, in
     existence or under development, which is similar to or competes with a
     product, process, system or service upon which Employee shall have worked
     (in either a sales or a non-sales capacity) during the three (3) years
     prior to the termination of the Employee's employment with the Company, or
     about which the Employee acquires Confidential Information.

D.   "Conflicting Organization" means any person or organization which is
     engaged in or about to become engaged in, research, development,
     production, marketing, selling or servicing related to a Conflicting
     Product.

E.   "Good Cause" means: (a) any failure to carry out a reasonable directive of
     the Company, after receipt of written notice thereof from the Board of
     Directors of the Company and a reasonable opportunity (not to exceed five
     business days) to so perform such directive; (b) any act of dishonesty that
     causes or can reasonably be expected to cause harm to the Company; (c) any
     gross or persistent neglect in performing the Employee's job duties, after
     receipt of written notice thereof from the Board of Directors of the
     Company and a reasonable opportunity (not to exceed five business days) to
     remedy such neglect and to perform his job duties; or (d) death or
     disability of Employee.

EMPLOYEE IS EMPLOYED BY THE COMPANY IN A SPECIAL CAPACITY IN WHICH EMPLOYEE HAS
RECEIVED AND CONTRIBUTED, AND MAY RECEIVE OR CONTRIBUTE, TO CONFIDENTIAL
INFORMATION; AND EMPLOYEE DESIRES TO OBTAIN THE RIGHT TO RECEIVE THE BENEFITS
DESCRIBED IN SECTION 2B BELOW. IN CONSIDERATION OF THE GRANT OF SUCH RIGHT TO
RECEIVE THE BENEFITS DESCRIBED IN SECTION 2B BELOW, AND IN CONSIDERATION OF
BEING GIVEN ACCESS TO CONFIDENTIAL INFORMATION, ALL OF WHICH CONSIDERATION
EMPLOYEE EXPRESSLY ACKNOWLEDGES IS VALUABLE TO EMPLOYEE, EMPLOYEE AGREES THAT:


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1.   NON-DISCLOSURE. Any Confidential Information received as a result of the
     Employee's employment with the Company shall be the property of the
     Company. Except as required in connection with the Employee's duties to the
     Company, the Employee shall not, either during the Employee's employment
     with the Company or at any time thereafter, use or disclose any
     Confidential Information.

2.   TERMINATION.

     A.   Upon termination of the Employee's employment with the Company (for
          any reason or by either the Company or the Employee), all Company
          property, records, equipment and any items which disclose or contain
          Confidential Information, including all copies, shall be left with the
          Company.

     B.   Upon any termination of the Employee's employment by the Company
          without Good Cause or upon any voluntary resignation of the Employee
          after the six month anniversary of the date hereof, Employee shall be
          entitled to continue to receive his base salary (at the level in
          existence immediately prior to such termination) for a period of
          twelve (12) months after such termination, subject to Employee's
          compliance with the provisions of this Agreement. If Employee fails to
          comply with the provisions of this Agreement following termination
          without Good Cause, the Company shall not be obligated to make any
          further payments under this Section 2B, Employee shall be obligated to
          return any payments under this Section 2B previously received, and the
          Company shall be entitled to all other remedies available in law or
          equity, including injunctive relief against Employee as described in
          Section 10 below.

     C.   If the Employee voluntarily resigns his employment with the Company
          prior to the six month anniversary of the date hereof or if the
          Company terminates the Employee's employment for Good Cause, Employee
          shall not be entitled to any further compensation for periods after
          the date of such resignation or termination.

3.   NON-COMPETE. For a period of twelve (12) months after termination of the
     Employee's employment with the Company (whether as a result of resignation,
     termination by the Company for Good Cause or termination by the Company
     without Good Cause): (i) the Employee will immediately inform the Company
     of any new employment or business association which may conflict, or
     reasonably might in the future conflict, with the Employee's obligations
     under this Agreement; (ii) the Employee will inform such new employer or
     business associate of this Agreement and provide the employer or associate
     with a copy of this Agreement; and (iii) the Employee will not, directly or
     indirectly, either as an employee, proprietor, partner, or agent:

     A.   Sell or solicit orders for any Conflicting Product to or from any
          customer or client whom, within the three (3) year period immediately
          preceding the termination of the Employee's employment with the
          Company, the Employee solicited or serviced or in connection with whom
          the Employee managed or supervised the Company's solicitation or
          servicing.


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     B.   Sell or solicit orders for any Conflicting Product in any territory in
          which, within the three (3) year period immediately preceding
          termination of the Employee's employment with the Company, the
          Employee was working or which the Employee managed or supervised for
          the Company.

     C.   Manage, operate, or render service, as an employee or otherwise, to
          any Conflicting Organization anywhere within the territory in which,
          within the three (3) year period immediately preceding the Employee's
          termination of the Employee's employment with the Company, the
          Employee was working or which the Employee managed or supervised for
          the Company.

     D.   Induce, either directly or indirectly, any employee, agent,
          independent contractor, supplier, customer, or any other person or
          organization to terminate or alter its relationship with the Company.

4.   BINDING EFFECT. All of the Employee's obligations under this Agreement
     except for Section 3 shall be binding upon the Employee's heirs and legal
     representatives.

5.   SEVERABILITY. The Employee agrees that if any provision of this Agreement
     or part thereof is held invalid, illegal or unenforceable, such provision
     or part thereof shall be deleted from this Agreement, or, if possible,
     narrowed to the achieve the objective of this Agreement to the maximum
     extent allowed by law, and the enforceability of the remainder of this
     Agreement shall be unaffected.

6.   ENFORCEMENT. The Employee agrees that in the event that the provisions set
     forth in Sections 2 and/or 3 of this Agreement are determined in any court
     proceedings to be overboard or unreasonably restrictive in any respect,
     then these provisions shall nevertheless be enforced to the extent
     determined by the court or other adjudicator to be reasonable.

7.   GOVERNING LAW. This Agreement shall in all aspects be governed by the laws
     of the State of Minnesota.

8.   AMENDMENTS. The parties agree that no modification of the Agreement may be
     made except by means of a written agreement or memorandum signed by the
     parties.

9.   TERMINATION. This Agreement is not an employment agreement. The Employee
     understands that either the Company or Employee may terminate the
     Employee's employment at any time, for any reason, with or without cause or
     notice. In addition, this Agreement may be terminated (a) by Employee if
     the Securities Purchase Agreement dated on or about the date hereof between
     the Company and Industrial-Works Holding Corp. is terminated and the
     closing of the transactions contemplated thereby does not occur, or (b) by
     the Company at any time after December 31, 2000.

10.  INJUNCTIVE RELIEF. The Employee acknowledges that immediate and irreparable
     harm will result to the Company in the event the Employee breaches Sections
     2 or 3 of this Agreement and that it would be difficult to compensate the
     Company fully for damages


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     incurred for any violation of those provisions. The Employee agrees that
     the Company shall be entitled to temporary and permanent injunctive relief
     if the Employee breaches this Agreement. The Company's right to obtain
     injunctive relief will not diminish in any way the right of the Company to
     claim and recover damages, in addition to injunctive relief.

11.  ACCEPTANCE. The Employee agrees that this Agreement shall become effective
     upon acceptance and execution of it by the Company.




Dated:
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                           Employee


                           Accepted for the Company

                           By:
                               ----------------------------------
                           Its:
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