<PAGE>
EXHIBIT 99.4
[INGEN LOGO]
285 E. County Line Road
Calimesa CA 92320
800-259-9622
800-777-1186 FAX
(NDCA) NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
---------------------------------------------------
In consideration of the promises and
agreements herein, the parties acknowledge
the importance of shared profits,
confidentiality, non-disclosure and trade
secrets. In accordance to future
Agreement(s), the individual acknowledges that
during the course of this Agreement between
the Company and the Individual, the
Individual will have or has had access to
and will continue to have access to
various confidential information and trade
secrets consisting of compilations of
information, records, specifications and
trade lists, which are owned by the
Company and which are frequently used in
the normal operation of the Company's
business. The Company has developed product
lines referred to as BAFI(TM) and
Secure Balance(TM); and information about
these products and any other Company
product is proprietary and confidential to
the Company and is included herein
under the same terms and conditions.
The Individual shall not disclose any of
the aforesaid confidential information
or trade secrets, directly or indirectly,
nor use them in any way, either during
the term of this Agreement or at any time
thereafter during the five years after
termination of this Agreement, except as
required with the individual's
engagement with the Company, but does not
include in
