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1CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the Agreement) is

made and entered into in ____________________, California as of _______________, 200__ by and

between __________________________ (Owner) and ______________________________________

(Recipient), with regard to the following facts:

A. Owner has developed certain valuable information, concepts, ideas, products ordesigns that are generally not available to others and which may include creative, business, scientific ortechnical information (Proprietary Information).

B. Owner wishes to provide to Recipient its Proprietary Information for the solepurpose of determining whether to engage Recipient to perform certain services for Owner; and

C. Owner wishes to disclose such Proprietary Information to Recipient and preservethe confidentiality of the Proprietary Information provided hereunder;

D. Recipient acknowledges that Owner would not otherwise disclose the Proprietary

Information to Recipient without having Recipient sign this Confidentiality and Non-DisclosureAgreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereincontained, the parties hereto do hereby agree as follows:

1. Adoption of Recitals. The parties acknowledge the accuracy of the recitals above andhereby adopt and incorporate each as a basis of this Agreement.

2. Disclosure of Proprietary Information to Recipient. Owner shall disclose to Recipient the

Proprietary Information which concerns:

_____________________________________________________________ ________________________________________________ (the Business).

Any information or communications disclosed orally, visually or by demonstration to Recipient by or on

behalf of Owner or any of its employees or agents shall be treated as Proprietary Information hereunder

unless otherwise agreed in writing by Owner.

3. Confidentiality of Proprietary Information.

a. Recipient hereby acknowledges that the Proprietary Information provided to it by

or on behalf of Owner constitutes confidential and/or proprietary information of Owner as it relates to the

Business. Recipient agrees it shall hold all such disclosed Proprietary Information in confidence and trustand shall not, without the prior written consent of Owner, disclose or provide all or any portion of theProprietary Information to any other person or entity. Recipient represents, warrants and covenants that

its officers, employees, agents and all other persons who obtain access by any means to information

disclosed provided or communicated pursuant to this Agreement will keep such information secret andwill use information only as necessary for the purposes contemplated by this Agreement. Recipient

agrees to immediately notify Owner of any unauthorized disclosure or use of the Proprietary Information,

or any portion thereof, and to give Owner all reasonable assistance in connection with any proceedings

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that Owner may institute in connection with such unauthorized disclosure or use.

b. Recipient may disclose Proprietary Information only in the following

circumstances:

(i) if and to the extent required to do so by law or regulation or by order of agovernmental authority having jurisdiction over Recipient, provided, however, that except where

prohibited by such law, regulation or order, Recipient shall provide Owner with notice of suchrequirement at least ten (10) business days notice prior to such disclosure;

(ii) to the directors, employees and agents of Recipient, but only to the extent

necessary for the performance of their duties to Recipient and subject to the same restrictions onconfidentiality and use contained herein.

c. Recipient's obligation of non-disclosure under this Agreement shall include, but notbe limited to, keeping information out of any computer which is owned, controlled by or accessible to any

third party.

4. Permissible Use of Proprietary Information. Recipient shall only use the ProprietaryInformation solely and exclusively for the purpose of evaluating a potential transaction between Recipient

and Owner, and for no other reason whatsoever. Recipient agrees not to manufacture, sell, deal in or

otherwise use or appropriate the disclosed Proprietary Information in any way whatsoever, including butnot limited to adaptation, imitation, redesign, or modification. Nothing contained in this agreement shall

be deemed to give Recipient a license or any other rights whatsoever in or to the Proprietary Information,

all of which shall remain the sole and exclusive property of Owner. In the event that Recipient decidesnot to proceed with the proposed business relationship or if requested by Owner, Recipient shall

immediately cease all use of the Proprietary Information and return all Proprietary Information and all

copies and extracts thereof to Owner.

5. No Obligation. Recipient understands and agrees that nothing in this Agreement obligatesor requires Owner to disclose any information or provide any product samples, prototypes or any other

item or object to Recipient, nor shall Owner be obligated to negotiate or enter into any agreement orrelationship with Recipient.

6. Indemnification. Recipient hereby agrees to indemnify, defend, protect and hold harmlessOwner and its shareholders, directors, officers, employees, contractors, attorneys, successors and assigns,

and each of them, from and against any and all claims, damages, liabilities, losses, costs and expenses

(including, without limitation, settlement costs and any legal, accounting and other expenses forinvestigating or defending any actions or threatened actions) arising out of a breach or alleged breach of

Recipient's representations, warranties or agreements made hereunder, or any act of Recipient not

specifically authorized by Owner.

7. Equitable Relief. It is agreed that the rights granted to the parties hereunder are of a

special and unique kind and character and that, if there is a breach by any party of any material provision

of this Agreement, the other party or parties would not have an adequate remedy at law. It is expresslyagreed, therefore, that the rights of the parties hereunder may be enforced by equitable relief as is

provided under the laws of the State of California.

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8. Non-Waiver. Any waiver by Owner of a default by Recipient in observing and/or

performing its obligations under this Agreement shall not be deemed to be a waiver of that default by anyother party hereto or a waiver of any subsequent breach of that obligation, or of any other obligation

under this Agreement. The exercise or non-exercise by Owner of any right, remedy or power consequent

upon default by Recipient in observing and/or performing its obligations under this Agreement shall be

without prejudice to and shall not prevent the exercise of any other right, remedy or power conferred bythis Agreement or otherwise.

9. Survival of Representations and Warranties. All representations, warranties, covenantsand agreements of Recipient contained in this Agreement shall survive the execution and delivery of this

Agreement.

10. Attorneys' Fees. Should any party hereto institute any action or proceeding at law or in

equity, or in connection with an arbitration, to enforce any provision of this Agreement, including an

action for declaratory relief, or for damages by reason of an alleged breach of any provision of thisAgreement, or otherwise in connection with this Agreement, or any provision thereof, the prevailing party

shall be entitled to recover from the losing party or parties reasonable attorneys' fees and costs for services

rendered to the prevailing party in such action or proceeding or in connection with the collection of any

judgment thereby obtained.

11. Full Authority. Each of the parties and signatories to this Agreement represents and

warrants that he has the full right, power, legal capacity and authority to enter into and perform the parties' respective obligations hereunder and that such obligations shall be binding upon such party

without the requirement of the approval or consent of any other person or entity in connection herewith.

Each person signing this Agreement on behalf of an entity represents and warrants that he has the fullright, power, legal capacity and authority to sign this Agreement on behalf of such entity. Any party or

signatory hereto that is a corporation represents and warrants that it is duly organized and existing under

the laws of the state where it is incorporated and that the persons whose signatures are fixed below are

authorized to execute this Agreement on behalf of such corporation.

12. Miscellaneous.

a. Applicable Law. This Agreement shall, in all respects, be governed by the laws of the

State of California applicable to agreements executed and to be wholly performed within California.

Recipient hereby irrevocably consents to the jurisdiction of any and all of the courts located within theCounty of Orange, State of California.

b. Severability. Nothing contained herein shall be construed so as to require the commissionof any act contrary to law, and wherever there is any conflict between any provisions contained herein and

any present or future statute, law, ordinance or regulation, the latter shall prevail; but the provision of this

Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it withinthe requirements of the law. In the event any portion of this Agreement is determined to be invalid orunenforceable, the balance of all other provisions shall remain in full force and effect.

c. Further Assurances. Recipient shall execute and deliver any and all additional papers,documents and other assurances, and shall do any and all acts and things reasonably necessary in

connection with the performance of its obligations hereunder to carry out the intent of the parties hereto.

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d. No Representations. Recipient acknowledges that it has not executed this Agreement in

reliance on any promise, representation, or warranty whatsoever, express or implied, written or oral, notcontained herein concerning the subject matter hereof.

e. Modifications or Amendments. No amendment, change or modification of this Agreement

shall be valid, unless in writing and signed by all of the parties hereto.

f. Successors and Assigns. All of the terms and provisions contained herein shall inure to thebenefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives,successors and permissible assigns.

g. Entire Agreement. This Agreement constitutes the entire understanding and agreement ofthe parties with respect to its subject matter and any and all prior agreements, understandings or

representations with respect to its subject matter are hereby terminated and cancelled in their entirety and

are of no further force or effect.

h. Counterparts. This Agreement may be executed in one or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same instrument.

i. Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the

singular or plural number, shall each be deemed to include the others whenever the context so requires.

j. Captions. The captions appearing at the commencement of the sections hereof are

descriptive only and for convenience in reference. Should there be any conflict between any such caption

and the section at the head of which it appears, the section and not such caption shall control and governin the construction of this Agreement.

k. Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to

confer any rights or remedies under or by reason of this Agreement on any person other than the parties

and their respective successors and assigns, nor is anything in this Agreement intended to relieve ordischarge the obligation or liability of any third persons to any party to this Agreement, nor shall any

provision give any third person any right of subrogation or action over or against any party to thisAgreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and at

the place first above written.

Owner: Recipient:

______________________________ ______________________________

By: ______________________________ ______________________________

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Its: ______________________________ ______________________________

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