Effective Date:______________________2006

or "Parties"), agree to protect one another’s confidential and proprietary information as follows:

2. (a) DEFINITION: Information disclosed under, and subject to, this Agreement ("Information") means:

"Information" also means information – even if not marked "confidential" or "proprietary" – that, by its nature, is confidential, non-public, and proprietary to the disclosing Party.

(b) PURPOSE: The Party receiving Information will make use of it solely (i) to evaluate a potential business transaction between the Parties, and (ii) to perform its obligations under any subsequently executed agreement between them.

3. This Agreement governs all Information, in any context, disclosed between the Effective Date and three (3) years thereafter. The Parties’ nondisclosure obligations will survive for three (3) years from the date Information is last disclosed. The Parties do not intend this Agreement to grant any right (license or otherwise), in or to any Information. Neither Party will disclose the other’s Information to a third party (other than to the receiving Party’s subsidiary, agent, or subcontractor who has a need to know, and who is expressly bound by the terms of this Agreement). Each Party will protect the other’s Information from unauthorized or inadvertent use, disclosure, dissemination or publication, using the same degree of care – but not less than a reasonable degree of care – as each Party uses to protect its own confidential information. On completion, termination or abandonment of this Agreement, or at any time on written request, each Party will cease using the other’s Information, return all items and copies of Information, and destroy any writing including or making reference to the Information.

4. This Agreement imposes no obligation on either Party with respect to Information (a) in the possession of, or known by, the receiving Party prior to its receipt from the disclosing Party, through no breach of this Agreement or other wrongful act of the receiving Party; (b) that is or becomes public knowledge through no breach of this Agreement or other wrongful act of the receiving Party; (c) rightfully received by the receiving Party from a third party who has no obligation to maintain the confidentiality of such information; or (d) independently developed by the receiving Party without use of the disclosing Party’s Information.

5. On condition of prompt prior notice to the other, either Party may disclose the other’s Information where disclosure is (a) compelled pursuant to a legal proceeding, or (b) otherwise required by law. In either case, the Party required to divulge the Information will: (i) give the disclosing Party sufficient notice so as to allow it to seek legal protection against release of Information, and (ii) use reasonable efforts to obtain confidentiality treatment for the Information to be disclosed.

6. INFORMATION IS DELIVERED "AS IS", AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED. The receiving Party does not acquire any rights in Information, except the limited right to use Information as described above. Neither Party has an obligation to sell or purchase any item from the other Party. Nothing in this Agreement is intended to be a representation that the receiving Party will not develop or acquire information that is the same as, or similar to, Information, provided that the receiving Party does not do so in breach of this Agreement. The receiving Party agrees that (a) any breach by it of this Agreement will result in irreparable harm to the disclosing Party for which damages are an inadequate remedy; and (b) hereby waives the adequacy-of-damages defense to disclosing Party’s effort to seek equitable relief.

7. This Agreement constitutes the entire agreement between the Parties concerning nondisclosure of Information. Any modification of this Agreement must be in writing and signed by an authorized representative of each Party. If a provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, that provision will be severed, and the remainder of this Agreement will continue in full force and effect. California law – excluding its conflict of laws principles – will govern the construction and interpretation of this Agreement.

Name (signed): ______________________ Name (signed):

Title: ______________________________ Title:

Date: ______ Date: ________________________________