Exhibit 10.6


                  AGREEMENT REGARDING CONFIDENTIAL INFORMATION
                                 AND INVENTIONS


         THIS AGREEMENT is made as of ___________ ___, 200__ by and between RDO
Equipment Co. (together with its subsidiaries are referred to in this Agreement
as the "Company") and _____________, who is an employee of the Company (the
"Employee").

         The Company and Employee agree that the Company will disclose or has
already disclosed to Employee certain Confidential Information, as defined
below. Employee recognizes that such Confidential Information is a business
asset of the Company, the value of which can only be protected by maintaining
the secrecy of such Confidential Information. Employee further understands and
acknowledges that in the course of his or her employment by the Company,
Employee will establish or has already established personal contacts and
relationships with the Company's customers and that such personal contacts and
relationships also represent valuable business assets of the Company.

         Employee, therefore, enters into this Agreement in consideration of the
Company's offer of employment, promotion or continuing employment and the
benefits associated with that employment, in consideration of being given access
to Confidential Information, and for other good and valuable consideration.

         Accordingly, the Company and the Employee agree as follows:

1.       CONFIDENTIAL INFORMATION.

         a.       "Confidential Information," as used in this Agreement, means
                  information or material which is not generally available to or
                  used by others, or the utility or value of which is not
                  generally known or recognized as standard practice, whether or
                  not the underlying details are in the public domain,
                  including:

                  i.       information or material relating to the Company, and
                           its businesses as conducted or anticipated to be
                           conducted, business plans, marketing or sales plans,
                           operations, past, current or anticipated software,
                           products or services, customers or prospective
                           customers, or development, purchasing, accounting,
                           management systems or marketing activities;

                  ii.      information or material relating to the Company's
                           inventions, improvements, discoveries, "know-how,"
                           technological developments, or unpublished writings
                           or other works of authorship, or to the materials,
                           apparatus, processes, plans or methods used in the
                           development or marketing of the Company's products or
                           services;

                  iii.     information which when received is marked as
                           "proprietary," "private," or "confidential";

                  iv.      trade secrets; and

<PAGE>


                  v.       any similar information of the type described above
                           which the Company obtained from another party and
                           which the Company treats as or designates as being
                           proprietary, private or confidential, whether or not
                           owned or developed by the Company.

                  Notwithstanding the foregoing, "Confidential Information" does
                  not include any information which is properly published or in
                  the public domain; provided, however, that information which
                  is published by or with the aid of the Employee outside the
                  scope of employment or contrary to the requirements of this
                  Agreement will not be considered to have been properly
                  published, and therefore will not be in the public domain for
                  purposes of this Agreement.

         b.       In the course of his or her employment with the Company, the
                  Employee acknowledges that Confidential Information is
                  disclosed to or observed by him or her and that he or she is
                  given access to Confidential Information. The Employee
                  recognizes that Confidential Information is a business asset
                  of the Company, the value of which can only be protected by
                  maintaining its secrecy.

         c.       The Employee will never, either during or after the Employee's
                  employment with the Company, use Confidential Information for
                  any purpose other than the business of the Company or publish
                  or disclose it to any person who is not also an employee of
                  the Company subject to a confidentiality agreement with the
                  Company. 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.

2.       INVENTIONS.

         a.       "Inventions," as used in this Agreement, 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
                           business 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


                                       2
<PAGE>


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

         b.       The Employee agrees that all Inventions made by the Employee
                  during his or her employment with the Company or within six
                  (6) months thereafter will be the Company's sole and exclusive
                  property. The Employee will, with respect to any Invention:

                  i.       keep current, accurate and complete records, which
                           will belong to the Company and 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 his or her rights to the Invention,
                           any application Employee makes for patents or
                           copyrights in any country, and any patents or
                           copyrights granted to 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, patents and/or copyrights on the Invention
                           and to vest the entire right and title to the
                           Invention in the Company.

                  The requirements of this Agreement 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 (A) which
                  does not relate directly to the Company's business or to the
                  Company's actual or demonstrably anticipated business or
                  development, or (B) which does not result from any work the
                  Employee performed for the Company. Except as previously
                  disclosed to the Company in writing, the Employee does not
                  have, and will not assert, any claims to or rights under any
                  Inventions as having been made, conceived, authored or
                  acquired by the Employee prior to his or her employment by the
                  Company. With respect to any obligations performed by the
                  Employee under this Agreement following termination of
                  employment, the Company will pay the Employee reasonable
                  hourly compensation and will pay or reimburse all reasonable
                  out-of-pocket expenses.

         c.       Employee will sign and execute all instruments of assignment
                  and other papers to evidence the assignment of Employee's
                  entire right, title and interest in such inventions,
                  improvements, discoveries, software, writings or other works
                  of authorship to the Company, at the request and the expense
                  of the Company, and Employee will do all acts and sign all
                  instruments of assignment and other papers the Company may
                  reasonably request relating to applications for patents and


                                       3
<PAGE>


                  copyrights, and the enforcement and protection thereof. If the
                  Employee is needed, at any time, to give testimony, evidence,
                  or opinions in any litigation or proceeding involving any
                  patents or copyrights or applications for patents or
                  copyrights, both domestic and foreign, relating to inventions,
                  improvements, discoveries, software, writings or other works
                  of authorship conceived, developed or reduced to practice by
                  the Employee, the Employee agrees to do so, and if the
                  Employee leaves the employ of the Company, the Company will
                  pay the Employee at a rate mutually agreeable to the Employee
                  and the Company, plus reasonable travel or other expenses.

3.       MISCELLANEOUS.

         a.       Non-Employment Agreement. This Agreement is not an employment
                  contract and does not give the Employee any right to continued
                  employment. The Employee acknowledges that his or her
                  employment with the Company is terminable at will at any time
                  by either the Employee or the Company.

         b.       No Conflict. During his or her employment with the Company,
                  the Employee will not engage in any activity or employment
                  which may conflict with the interests of the Company, and the
                  Employee will comply with all policies and procedures of the
                  Company.

         c.       No Adequate Remedy. 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.

         d.       Successors and Assigns. This Agreement is binding on and
                  inures to the benefit of the Company's successors and assigns,
                  all of which are included in the term "Company" as it is used
                  in this Agreement.

         e.       Modification. This Agreement may be modified or amended only
                  by a written statement signed by both the Company and the
                  Employee.

         f.       Governing Law. It is the intention of both parties that the
                  terms of this Agreement be strictly enforced and be governed
                  by the law of the Company's state of incorporation (Delaware),
                  corporate headquarters (North Dakota), or the Employee's
                  residence, whichever such law would enforce the terms of this
                  Agreement to the greatest extent. Any legal proceeding,
                  regardless of the governing law, related to this Agreement
                  will be brought in an appropriate North Dakota court, and both
                  the Company and the Employee hereby consent to the exclusive
                  jurisdiction of that court for this purpose.


                                       4
<PAGE>


         g.       Construction. Wherever possible, each provision of this
                  Agreement will be interpreted so that it is valid under
                  applicable law. If any provision of this Agreement is to any
                  extent invalid under 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.

         h.       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.

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

         j.       Entire Agreement. This Agreement and any previous
                  confidentiality or non-compete agreements signed by the
                  Employee in connection with his or her employment with the
                  Company constitute a single agreement. In case of conflict
                  between any provision of this Agreement and any provision of
                  any other such agreement, the provisions of this Agreement
                  will control. There are no commitments, understandings or
                  representations relating to the subject matter of this
                  Agreement which are not set forth in this Agreement and any
                  such previous confidentiality or non-compete agreements.

         k.       Notices. All notices and other communications required or
                  permitted under this Agreement will be in writing and will be
                  hand delivered or sent by registered or certified first class
                  mail, postage prepaid, and will be effective upon delivery if
                  hand delivered, or three (3) days after mailing if mailed to
                  the address stated below. 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 written above.


RDO EQUIPMENT CO.                       EMPLOYEE
2829 South University Drive
Fargo, ND 58103
                                        ----------------------------------------
                                        (Signature)

By
   ----------------------------         ----------------------------------------
                                        (Print Name Clearly)
Its
   ----------------------------
                                        ----------------------------------------
                                        (Print Address)


                                       5