**Exhibit 10.24**

**Agreement for use and  Non-Disclosure of  Confidential and Proprietary  Information**

 Between:

 **SI DIAMOND  TECHNOLOGY, INC.**

 And

 **Jake Schroepfer**

             THIS AGREEMENT entered into on 02/20/02, (hereafter “Effective Date”),  between SI Diamond Technology, Inc. (herein “Company”) and Jake Schroepfer  (herein “Employee”) to assure the protection and preservation of the  confidential and/or proprietary nature of information to be disclosed or made  available by Company, during the course of employment or engagement as a  consultant. For purposes of this Agreement, “Company” shall include  Company and all its subsidiary corporations.

|   | (a) | For the purposes of this Agreement, “Proprietary  Information” shall mean all informant, ideas, concepts, improvements,  copyrightable material, patentable material, discoveries and inventions  (including those relating to research, development, financial and sales data,  pricing or trading terms, evaluations, opinions, interpretations, the identity  of Company customers or of their requirements or of Key contacts within such  customer’s organizations, and marketing and merchandising techniques) (i)  possessed, acquired, developed or reduced to practice by Company at any time,  irrespective of the subject or nature of these, or (ii) conceived, made.  Developed, acquired or reduced to practice by Employee or disclosed or made  known to Employee, individually or jointly with others, that relate or pertain  to the business of Company or any Company actual or demonstrably anaticipated  research or development and whether or not conceived, made, developed,  acquired or reduced to practice during regular working hours. The term shall  include without limitation all test data, documents, memoranda, notes,  records, files, correspondence, drawings, manuals, models, specifications,  designs, computer programs, maps and all other writings or materials of any  type embodying any of such Proprietary Information. |
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|        | (b) | All Proprietary Information shall be the sole and exclusive  property of the Company. Employee agrees that he or she shall promptly and  completely inform and disclose to Company all Proprietary Information.  Employee shall transfer to Company all Proprietary Information conceived,  made, developed, acquired or reduced to practice by Employee as a result of  Employee’s work on behalf of Company, and Employee agrees to execute any  additional documents that the Company may reasonably request to evidence such  transfer of rights in connection with the development in every proper way in  obtaining, as its expense, protection for all such inventions and  copyrightable materials, and will execute any and all lawful documents desired  or required by Company to achieve that end. Employee agrees to assign to the  Company, his or her entire right, title, and interest in and to all such  copyrightable or patentable materials, discoveries, inventions, improvements,  and                                                                                                                                                                                                                                                                                                                                                                       |

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|  |   | developments, as well as any applications for patent or copyright  registration thereon, during and subsequent to his or her employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|  | (c)    | Employee shall not be obligated under or bound by  Paragraph (a) or (b) above for any copyrightable or patentable material,  discovery, invention, improvement, or development for which no equipment,  supplies, facility, or trade secret information of the Company was used and  which was developed entirely on his or her own time, and (1) which does not  relate (a) to the business of Company or (b) to Company’s actual or  demonstrably anticipated research or development, or (2) which does not result  from any work performed by him or her for Company. The burden of proof whether  items are covered by this Paragraph (c) shall rest with Employee. The  following is a complete list of inventions, patented or unpatented, and  copyrigfhtable materials which Employee has authored, conceived, or reduced to  practice prior to his or her employment or engagement as a consultant with  Company. |
|  |        | Employee agrees that any improvements  made to the above listed inventions or revisions of the above listed  copyrightable materials authored, conceived, developed or reduced to practice  during his or her employment or engagement as a consultant by Company shall be  the property of Company if otherwise covered by the definition of Proprietary  Information in Paragraph (a), and not excluded under Paragraph (c). Any  information possessed, acquired, developed or reduced to practice by Employee  within one (1) year following termination of Employee’s employment or  engagement as a consultant with Company shall be presumed to be Proprietary  Information.                                                                                                                                                                                                                                         |
|  | (d)    | Employee recognizes and acknowledges that the protection of the  Proprietary Information of the Company against unauthorized disclosure and use  is of critical importance to Company. And therefore Employee agrees to use his  or her best efforts and exercise utmost diligence to protect and safeguard the  Proprietary Information of the Company and its affiliates, if any, and, except  as may be expressly required by Company in connection with Employee’s  performance of his or her obligations to Company. Employee shall not, either  during the term of his or her employment or engagement as a consultant with  Company or thereafter, directly or indirectly , use for his own benefit or for  the benefit of another, or disclose to another, any of such Proprietary  Information.                                                                                                                    |
|  | (e)    | Upon termination of employment, or at any other time upon  request of the Company, Employee shall immediately deliver to Company all  originals and all copies of any documents (including computer files) embodying  any Proprietary Information, including all test data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  | (f)    | The Employee represents that his employment by the company will  not conflict with any obligations which he has to any other person, firm or  entity. The Employee specifically represents that he has not brought to the  Company (during the period before the signing of this Agreement) and he will  not bring to the Company any materials or documents of a former or present  employer, or any confidential information or property of any other person,  firm, or entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  | (g)    | During the course of employment, the Employee will promptly  disclose to the directors of the Company, in accordance with Company’s  policies, full information concerning any interests, direct or indirect, he or  she holds (whether as a principal, stockholder, lender, employee, director,  officer, partner, venturer, consultant or otherwise) in any business which,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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|  |   | as  reasonably known to the Employee, purchases or provides services or products  to, Company or any of its subsidiaries.                                                                                                                                                                                                                                                                                                                                                     |
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|  | (h)    | During the course of employment or engagement as a consultant  with the Company, the Employee shall not, without disclosure to and approval  of the Company’s Board of directors, directly or indirectly, engage or be  interested (whether as a principal, stockholder, lender, employee, officer,  director, partner, venturer, consultant, or otherwise) in any business that is  directly competitive with the business of the Company.                              |
|  | (i)    | For a period of one year after termination of employment or the  engagement as a consultant with the Company, the Employee shall not, without  disclosure to and approval of the Company’s Board of directors, directly or  indirectly, engage or be interested (whether as a principal, stockholder,  lender, employee, officer, director, partner, venturer, consultant or  otherwise) in any business that is directly competitive with the business of  the Company. |
|  | (j)    | If any of the provisions of this Agreement is held to be  unenforceable because of the scope, duration, or area of its applicability,  the court making such determination shall have the power to modify such scope,  duration, or area or all of them, and such provision shall then be applicable  to such modified form.                                                                                                                                                  |
|  | (k)    | This Agreement shall not be considered to be an agreement by  Company to employ Employee.                                                                                                                                                                                                                                                                                                                                                                                     |

Specific Performance:  Since  Company will be irreparably damaged if the provisions of this Agreement are  not specifically enforced, Company shall be entitled to an injunction  restraining any violation of this Agreement by the Employee (without any bond  or other security being required), or any other appropriate decree of specific  performance. Such remedies shall not be exclusive and shall be in addition to  any other remedy which the Company may have.

                                                             SI Diamond Technology, Inc.

                                                             By:                    //s//  Marc W. Eller                                                                                Marc W. Eller, CEO

                                                             Employee

                                                                                      //s//  Jake Schroepfer                                                                                Jake Schroepfer