Nondisclosure Agreement

NONDISCLOSURE AGREEMENT

THIS AGREEMENT is made by and between a corporation ("Corporation"), and ("the Company"), effective as of the date set forth below.

WITNESSETH: The parties, intending to be hereby legally bound, agree as follows:

1. General. The Company has requested or may be receiving from Corporation information of a non-public nature for use by the Company and each of its officers, directors, agents, employees and representatives, including financial and legal advisors (collectively, "Representatives") in connection with consideration by the Company of the joint venture with Corporation at the location described in Exhibit "A" (the "Joint Venture").

2. Confidential Information Defined. The parties acknowledge that, in the course of the Company's consideration of the Joint Venture, the Company may receive certain confidential information from or about Corporation or its affiliates, including but not limited to technical, financial and business information and models, names of potential customers, proposed business transactions with third parties, reports, plans, market projects, software programs, data and other confidential and proprietary information relating to Corporation's or its business whether provided orally or in writing. All such technical, financial or other business information thus supplied by Corporation to the Company or its Representatives is hereinafter called the "Information". The term "Information" as used herein also includes (i) the fact that the Information has been made available to or is being inspected or evaluated by the receiving party, (ii) the fact that such discussions or negotiations are taking place concerning the Joint Venture and (iii) any of the terms, conditions or other facts with respect to the Joint Venture.

3. Exclusions from Definition. The term "Information" as used herein does not include any data or information which is already known to the Company at the time it is disclosed to the Company, or which before being divulged to the Company (a) has become generally known to the public through no wrongful act of the Company; (b) has been rightfully received by the Company from a third party without restriction on disclosure; or (c) has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protection against public disclosure, or is required to be disclosed by operation by law.

4. Nondisclosure Obligation. The Company as well as its Representatives receiving any Information shall keep such Information confidential and shall not disclose such Information, in whole or in part, to any person other than its Representatives who need to know such Information in connection with the Company's evaluation thereof in connection with the Joint Venture (it being agreed and understood that such Representatives shall be informed by the Company of the confidential nature of the Information and shall be required by the Company to agree to treat the Information confidentially).

5. Standard of Protection. For the purpose of complying with the obligations set forth herein, the Company shall use efforts commensurate with those that such party employs for protection of corresponding sensitive information of its own. However, in the event that the Company receiving any Information is legally required to disclose any Information, the Company shall promptly notify Corporation of such request or requirement prior to disclosure so that Corporation may seek an appropriate protective order and/or waive compliance with terms of this Agreement.

6. Nonuse Obligation. In addition to its obligation of nondisclosure hereunder, the Company agrees that it will not, directly or indirectly, attempt to appropriate or otherwise take for its or other parties' benefit the business opportunity of Corporation as it relates to the business of Corporation.

7. Ownership. Return of Information. All Information (including tangible copies and computerized or electronic versions thereof) shall remain the property of Corporation. Within ten (10) days following the receipt of a written request from Corporation, the Company will either deliver to Corporation or destroy all tangible materials contain or embodying the Information received from Corporation and the Company shall deliver to Corporation a certificate certifying that all such materials in the Company's possession have been delivered to Corporation or destroyed.

8. No Representations or Further Obligations. Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply any promise or intention to undertake the Joint Venture. It is understood that this Agreement does not obligate either party to enter into any further agreements or to proceed with any possible relationship or other transaction.

9. Applicability to Representatives and Affiliates. The obligations of the Company hereunder of nondisclosure and nonuse shall extend to its affiliates and Representatives.

10. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of

IN WITNESS WHEREOF, the parties have executed and delivered this Nondisclosure Agreement effective as of the date of execution by the last party to execute this Agreement as set forth below.