TCSI CORP
NON-DISCLOSURE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>4
<FILENAME>d27340_ex10-37.txt
<DESCRIPTION>NON-DISCLOSURE AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.37

                            NON-DISCLOSURE AGREEMENT

THIS AGREEMENT,  dated and made effective this 15th day of October 2001, is made
by and between TCSI  Corporation,  a Nevada  Corporation  ("Company"),  with its
principal  office located at 1080 Marina Village  Parkway,  Alameda,  California
94501 and Russell L. Skibsted ("Recipient").

WHEREAS, Company is the owner of proprietary information hereinafter referred to
as "Confidential Information" as more fully defined below;

WHEREAS,  it has been proposed that Recipient serve as a director of Company and
that in so doing will receive Confidential Information;

WHEREAS,  Company is willing to disclose  Confidential  Information to Recipient
solely in connection with Recipient's duties as a director of Company; and

WHEREAS,  Recipient is willing to receive such Confidential  Information  solely
for the purposes of fulfilling  Recipient's  fiduciary  duties under the laws of
Nevada as director of Company;

NOW, THEREFORE, the parties hereto do mutually agree that the above recitals are
incorporated into and made a part of this Agreement by reference and also agree,
intending to be legally bound, as follows:

     1.  Confidential  Information.  For  purposes of this  Agreement,  the term
"Confidential Information" means any information disclosed to Recipient, whether
orally, in writing, in any other medium, however documented (or not documented),
by or on behalf of Company, including, without limitation,  Company's actual and
proposed business(es);  historical and protected financial information; budgets;
services; products; trade secrets; techniques;  processes; operations; formulae;
product   specifications;   know-how;   processes;   compositions;   inventions;
discoveries;  designs;  sketches;  drawings;  samples;  formats;  marketing  and
manufacturing plans and materials; analyses; strategies; forecasts; research and
development;  concepts;  ideas; names,  addresses and any other characteristics,
identifying information or aspects of Company's existing or potential customers,
employees,  vendors or  suppliers;  or any  information  derived,  summarized or
extracted from any of the foregoing.

     Confidential  Information shall not include any information which (i) is or
becomes  available to the public other than as a consequence  of a breach by any
person  of any  fiduciary  duty or  obligation  of  confidentiality,  including,
without limitation,  catalogues,  product descriptions and sales literature that
Company  has  distributed  to the  public  generally;  or (ii) is  disclosed  as
required by a final,  unappealable court order and no suitable protective order,
or equivalent  remedy,  is available , or (iii)  Recipient was aware of prior to
its disclosure to Recipient by Company from a source not bound by a confidential
obligation and Recipient  provides  Company written notice of such fact prior to
the execution of this Agreement or promptly upon  Recipient's  learning that the
information was  Confidential  Information.  Recipient hereby agrees that in the
event an order by any court or other  governmental  entity  is issued  requiring
Recipient  to turn  over any  Confidential  Information,  Recipient  shall  give
Company written notice of such court order  immediately  upon knowledge  thereof
and shall  cooperate with any efforts of Company to protect the  confidentiality
of the information.

     2. Non-Disclosure of Confidential  Information.  Recipient hereby agrees to
hold in strict confidence and trust all Confidential  Information and agrees not
to disclose or  otherwise  provide or  transfer,  directly  or  indirectly,  any
Confidential  Information or anything related to the Confidential Information to
third parties, including, but not limited to, Recipient's affiliates (other than
Kenneth



                                       1
<PAGE>

Luskin  as  President  of  Intrinsic  Value  Asset  Management,   a  significant
shareholder  of the  company),  subsidiaries  and business  partners.  Recipient
further agrees that it may use the  Confidential  Information only in connection
with the fulfillment of his fiduciary duties to Company under the laws of Nevada
and not for any other purpose or for the benefit of any third party.

     3. Return of Confidential Information. Recipient further agrees that in the
event of  resignation  or  termination  of  Recipient's  duties as  director  of
Company,  Recipient  will  promptly  return to Company all written  Confidential
Information  received by Recipient  from or on behalf of Company,  including any
and all copies or duplicates of such Confidential Information, and all summaries
or  extracts  thereof  in any  medium  prepared  by or on behalf  of  Recipient.
Recipient shall supply Company with a written confirmation that he has fulfilled
his obligations under this Section 3.

     4.  Irreparable  Harm.  Recipient  understands  that in the event Recipient
fails to comply with this Agreement,  Company may suffer  irreparable harm which
may not be adequately  compensated  for by monetary  damages  alone.  Recipient,
therefore,  agrees that in the event of recipient breach or threatened breach of
this Agreement,  Company will be entitled to injunctive and/or other preliminary
or equitable relief, in addition to any other remedies available at law.

     5.  Indemnification.  Recipient hereby indemnifies and agrees to defend and
hold harmless Company,  its  shareholders,  directors,  officers,  employees and
agents,  from and against any damages,  losses,  costs and expenses  (including,
without limitation,  attorneys' fees) suffered by any such party, as a result of
a breach of this  Agreement  by  Recipient  or  persons  for whom  Recipient  is
responsible,  or  suffered  as a result of the  enforcement  by  Company of this
Agreement. If Company shall prevail in any action at law or in equity to enforce
the  provisions  of this  Agreement,  Recipient  shall pay  Company's  costs and
expenses, including reasonable attorneys' fees, incurred by Company in enforcing
this Agreement.

     6.  Jurisdiction;  Service of Process.  Any action or proceeding seeking to
enforce any provision  of, or based on any right arising out of, this  Agreement
may be  brought  against  any of the  parties  in the  courts  of the  State  of
California County of Alameda or, if it has or can acquire  jurisdiction,  in the
United States District Court for the Northern District of California and each of
the parties  consents to the jurisdiction of such courts (and of the appropriate
appellate  courts) in any such action or proceeding  and waives any objection to
venue  laid  therein.  Process in any action or  proceeding  referred  to in the
preceding  sentence may be served on any party  anywhere.  Recipient  waives any
requirement   that  Company  prove  the  economic  value  of  any   Confidential
Information or post a bond or other security in connection  with the enforcement
of its rights hereunder.

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed on
October 15, 2001.

                                       TCSI Corporation

                                       By:  /s/ Kenneth E. Elmer, CFO
                                            -------------------------------
                                           (Name, Title)

                                           Russell L. Skibsted
                                           /s/ Russell L. Skibsted
                                           --------------------------------

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</TEXT>
</DOCUMENT>
