Nondisclosure Agreement (Mutual)

Nondisclosure Agreement

                 This Mutual Nondisclosure Agreement (the “Agreement”) is made effective as of October 29, 2001 (the “Effective Date”) between -------------- and -------------.

1.                  PURPOSE. The parties hereby agree to disclose Confidential Information (defined below) to accomplish the purpose described in Exhibit A and to be bound by the duties of confidentiality set forth in Section 3 below.

2.                  Confidential Information. “Confidential Information” is (a) all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) which is marked as “Confidential” or with a similar legend, or (b) disclosed in oral form and identified as confidential at the time of disclosure and thereafter summarized in a writing transmitted to the Receiving Party within 10 days of the oral disclosure.

3.                  restrictions/obligations. For 2 years from the date of disclosure, the Receiving Party shall: (a) only disclose the other party’s Confidential Information to its Representatives with a need to know, provided that such Representatives are bound by confidentiality restrictions no less protective than those set forth in this Agreement and that such Representatives shall not include Representatives of any affiliated company or subsidiary of the Receiving Party unless the disclosing party consents in writing; (b)not disclose any Confidential Information to any third party other than ------------ and its Representatives without Disclosing Party’s prior written consent; (c) use such Confidential Information only to the extent required to accomplish the purpose described in Exhibit A; (d) not reproduce Confidential Information in any form except as required to accomplish such purpose; (e) not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by regulation or statute; and (f) promptly provide the Disclosing Party with notice of any actual or threatened breach of the terms of this Agreement. However, the Receiving Party may disclose Confidential Information in accordance with a judicial or other governmental order provided that such party shall give the Disclosing Party written notice and the opportunity to seek confidential treatment of the information prior to such disclosure.

4.                  Exclusions. The foregoing restrictions on disclosure shall not apply to Confidential Information which: (a) is now or hereafter becomes generally known through no act or failure to act on the Receiving Party’s part; (b) the Receiving Party independently knows at the time of receiving such information, as evidenced by its written records; (c) a third party hereafter furnishes to the Receiving Party without breaching any obligation of confidentiality and without restriction on disclosure; (d) the Receiving Party has independently developed without using the Disclosing Party’s Confidential Information or breaching this Agreement; or (e) Disclosing Party gives written permission to the Receiving Party to disclose.

5.                  Ownership. All Confidential Information (including copies thereof) shall remain the property of the Disclosing Party and shall be returned (or, at the Disclosing Party’s option, destroyed) upon written request or upon the Receiving Party’s need for it having expired, and in any event, upon termination of this Agreement. No rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement.

6.                  Term. This Agreement shall continue for so long as the parties continue to exchange Confidential Information. This Agreement may be terminated by either party at any time upon written notice to the other party.

7.                  expenses. Each party will be responsible for its own expenses in connection with all the matters relating the transaction herein proposed.

8.                  non-binding obligation Except for matters relating to (a)the confidentiality of this Agreement and the Confidential Information set forth in Section 3, (b)the agreement not to negotiate with others for any transaction(defined in Section 10), (c)and the agreement that each party will bear its own expenses in connection herewith, this Agreement does not create a binding, legal obligation on any party but merely represents the present intentions of the parties.

9.                  Definitions. For purposes of this Agreement

(a) A party’s “Representatives” shall include its officers, directors, employees, attorneys, accountants, advisors and agents or consultants

(b) A “------- Restricted Transaction” shall mean any transaction involving:

i) The sale, license, or the disposition of all or a material part of business or assets of a party or its direct or indirect subsidiaries;

ii) Excecpt for the investment in -------- by --------------, the issuance, grant or disposition, or acquisition of any capital stock or other equity securities (including options, calls, warrants and other rights to acquire such securities whether or not immediately exercisable and any securities, instruments or obligations convertible or exchangeable for such securities (collectively, “Equity Securities”);

iii) Any merger, consolidation, business combination, reorganization or similar transaction involving ----------- or its direct or indirect subsidiaries or the purchase, license or acquisition of all or a material part of an unrelated entity, or a lease or franchise transaction with the same or similar effect.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their authorized officers as of the date first written above.

----------- (COMPANY NAME)                  -----------------(COMPANY NAME)

By:                                                                  By:                                            

Title:                                                                Title:                                            

Date:                                                          Date:                                    

EXHIBIT A

to Mutual Nondisclosure Agreement  between

_________ and __________., dated October 29, 2001

Purpose of disclosure:

To evaluate the potential business relationship between ______. and ______. where _____ plans to make an investment in ________ or to purchase the stock of ________ and to participate in the management of _______

EXHIBIT B

to Mutual Nondisclosure Agreement  between

_______ and _______ dated September    , 2001

“Existing Entities”

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