Real Estate Joint Venture Agreement

6.09 Form: Evaluation Letter Agreement Between Producer and Potential Joint Venturer

To:

Re:

Dear Sirs:

Solely in order to provide ("you") an opportunity to review and evaluate our Internet-based product for the sole purpose of determining whether you wish to acquire a license to distribute ABC's Internet-based product, we hereby provide you with a 30-day trial license to the product, related documentation and other information. These materials, as well as all other information and data furnished by ABC, whether in oral, written, graphic or machine-readable form, including but not limited to the product or any of its text, data, photographs, animation or graphics, video or audio segments, displays, and designs, as well as any of ABC's procedures, policies, formulas, discoveries, inventions, codes, improvements, concepts and ideas are proprietary to ABC ("Proprietary Information"), except for: (i) information and data agreed to in writing not to be proprietary or confidential; or (ii) information which has been made available by ABC to the general public or information which subsequently rightfully comes into the public domain through a source other than you. By this Letter Agreement, ABC does not grant to you any right, title or interest in the product or any Proprietary Information related thereto.

In consideration for being given access to the Proprietary Information, you hereby agree to and accept the following terms and conditions:

(1) Access to the Proprietary Information shall be limited to an evaluation period of not more than one month;

(2) Proprietary Information will be retained on your premises at the above address and will not be moved without the express written consent of ABC;

(3) You will use all reasonable means to protect the Proprietary Information at least to the extent that you protect your own proprietary information;

(4) You will not show or otherwise disclose any portions of the Proprietary Information or the contents thereof to anyone other than your employees in connection with the review of the product for its potential distribution possibilities; in particular, you will not show or otherwise disclose the Proprietary Information to independent contractors or consultants without the express written consent of ABC;

(5) You will notify each employee to whom disclosure is made that such disclosure is made in confidence and obtain such employee's agreement to protect the confidentiality of the Proprietary Information by having him read this Agreement and sign Exhibit A hereto, which execution shall not operate to relieve you from liability for such employee's actions;

(6) You will not remove any copyright or proprietary right notices attached to or included in any Proprietary Information;

(7) The Proprietary Information will be used for the sole purpose of evaluating the product for the purposes of entering into a joint venture with ABC;

(8) Copies of the Proprietary Information in writing or contained on other media will be numbered and you will keep a written record as to whom each copy is given, which record shall be made available to ABC upon request;

(9) You will make no additional copies of the Proprietary Information;

(10) You will return all Proprietary Information upon completion of your review, or promptly upon written request of ABC; and

(11) You will use best efforts to assist ABC in identifying and preventing any unauthorized use or disclosure of the Proprietary Information, and advise ABC immediately in the event you learn or have reason to believe anyone has violated or intends to violate the terms hereof, and will at your expense cooperate with ABC in remedying such breach or seeking injunction or other equitable relief against any such person.

If you agree to the foregoing terms and conditions, please sign the enclosed copy of this Letter Agreement in the space provided below, have the appropriate employees sign Exhibit A, and return such copy to ABC.

Sincerely,

ABC

I agree to the terms and conditions stated above.