NON-DISCLOSURE AGREEMENT

_____________________, and _____________________, agree:

_____________________ and _____________________ may from time

to time disclose to one another certain confidential information

or trade secrets generally regarding ________________________.

_____________________ and _____________________ agrees that

they shall not disclose the information so conveyed, unless in

conformity with this agreement. Both parties shall limit

disclosure to their officers and employees with a reasonable "need

to know" the information, and shall protect the same from

disclosure with reasonable diligence.

As to all information which each party claims is confidential,

they shall reduce the same to writing prior to disclosure and

shall conspicuously mark the same as "confidential," "not to be

disclosed" or with other clear indication of its status. If the

confidential information which is disclosed is not in written

form, for example, a machine or device, the parties shall be

required prior to or at the same time that the disclosure is made

to provide written notice of the secrecy claimed by the party. The

parties agree upon reasonable notice to return the confidential

tangible material provided by the other party upon reasonable

request.

The obligation of non-disclosure shall terminate when if any of

the following occurs:

(a) The confidential information becomes known to the public

without the fault of the party receiving disclosure, or;

(b) The information is disclosed publicly by the party disclosing,

or ;

(c) a period of __________ passes from the disclosure, or;

(d) the information loses its status as confidential through no

fault of the party receiving disclosure.

In any event, the obligation of non-disclosure shall not apply to

information which was known to a party prior to the execution of

this agreement.

Dated: _______________________________

________________________________________________

______________

________________________________________________

______________