Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.

CONFIDENTIAL INFORMATION AGREEMENT

!his Confidential nfor0ation Agree0ent 1the 2Agree0ent23 is 0ade and effective the 4%A!E5

BETWEEN:

[DEVELOPER NAME] 1the 2%eveloper23+ a corporation organi6ed and e7isting 8nder the laws of the 4S!A!E9P&(- $CE5+ with its head office located at:

AND:

[CLIENT NAME] 1the 2Client23+ a corporation organi6ed and e7isting 8nder the laws of the 4S!A!E9P&(- $CE5+ with its head office located at:

/)E&EAS+ this Agree0ent shall be effective as of the first date of disclos8re of any introd8ced third parties or proprietary or confidential infor0ation or the last date signed whichever is earlier; and Confidential nfor0ation Agree0ent Page < of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

/)E&EAS+ representatives of %eveloper and Client plan to participate in 0eetings and disc8ssions concerning the possibility of %eveloper providing certain services to Client related to the develop0ent of a certain web site and related services. /)E&EAS+ the Parties wish to establish ter0s governing the 8se and protections of certain infor0ation that either party 0ay disclose to the other in the co8rse of disc8ssions and negotiations; and /)E&EAS+ the intent of the Parties hereto is to provide the highest care and protection of either Parties Confidential nfor0ation 1defined below3 not less than if s8ch Confidential nfor0ation were their own. $(/+ !)E&E,(&E+ %eveloper and Client+ in consideration of the pre0ises+ the ter0s and provisions of this Agree0ent+ the 08t8al benefit to be gained by the perfor0ance hereof and other good and val8able consideration+ the receipt and s8fficiency of which are hereby ac>nowledged+ hereby agree as follows: 1. DEFINITION ,or p8rposes of this Agree0ent+ Confidential nfor0ation shall 0ean infor0ation+ incl8ding a for08la+ pattern+ co0pilation+ progra0+ device+ 0ethod+ techni?8e+ or process+ 0ar>eting and pro0otion+ co0p8ter software and hardware syste0s+ co0p8ter networ> and co008nications integration or design+ and infor0ation technology b8sinesses or enterprise related+ b8t not li0ited to the virt8al+ a8to0ated or interactive 08lti0edia and content develop0ent+ e@co00erce develop0ent and application+ advertising and pro0otion and 0ar>eting+ investor and operator develop0ent+ financial or technical infor0ation+ data and techni?8es+ co0p8ter progra0s or infor0ation in co0p8ter software or held in electronic storage 0edi80+ b8siness contacts and reso8rces+ b8siness plans+ 0ethods and strategies and other infor0ation that is proprietary and confidential to the disclosing party that 1i3 derives independent econo0ic val8e+ act8al or potential+ fro0 not being generally >nown to+ and not being readily ascertainable by proper 0eans by+ other persons who can obtain econo0ic val8e fro0 its disclos8re or 8se+ and 1ii3 is the s8bAect of efforts that are reasonable 8nder the circ80stances to 0aintain its secrecy+ disclosed by either party to the other in doc80ent or other tangible for0+ incl8ding b8t li0ited to graphic+ photographic+ recorded+ diagra0ed+ digital+ electronic or any other for0 by one party to the other+ as well as the content of this Agree0ent+ and the content of any and all disc8ssions between the parties+ incl8ding any Confidential nfor0ation developed in the coarse of this Agree0ent+ or which if initially disclosed orally or vis8ally is identified as proprietary and+ or confidential at the ti0e of disclos8re+ or infor0ation provided 8nder circ80stances s8rro8nding disclos8re which o8ght to be treated as confidential+ or which 8nder accepted ind8stry practices for that type of infor0ation is generally treated a confidential. Confidential nfor0ation shall not be dee0ed to be in the p8blic do0ain 0erely beca8se any part of the Confidential nfor0ation is incl8ded in the general disclos8res or beca8se individ8al feat8res or co0ponents are now p8blicly >nown. Each partyBs obligations with respect to the Confidential nfor0ation shall ter0inate when the party see>ing to avoid its obligation can doc80ent that: 1i3 it was in the p8blic do0ain at or s8bse?8ent to the ti0e it was co008nicated to the receiving party by the disclosing party thro8gh no fa8lt of the receiving party; 1ii3 it was rightf8lly in receiving partyBs possession free of any obligation of confidence; 1iii3 it was developed by e0ployees or agents of the receiving party independently of and witho8t reference to any infor0ation co008nicated to receiving party by disclosing party; or 1iv3 the co008nication was in response to a valid order by a co8rt or other govern0ental body+ or was otherwise re?8ired by law. 2. NONDISCLOSURE !he Parties will >eep co0pletely confidential the Confidential nfor0ation disclosed by the other party+ and shall not p8blish+ disse0inate+ distrib8te+ disclose+ sell+ assign or otherwise 0a>e 8se of any Confidential nfor0ation of the other party e7cept in connection with and in consideration for the proposed b8siness relationship. Confidential nfor0ation Agree0ent Page 2 of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Each party agrees that Confidential nfor0ation disclosed to it 8nder this Agree0ent 0ay be disclosed to e0ployees and agents within their organi6ation who specifically have a bona fide need to >now the Confidential nfor0ation with respect to the consideration of the proposed b8siness relationship+ and+ or the cons800ation of a transaction between the Parties+ and who have been provided a copy of this Agree0ent and have agreed to be bo8nd by the ter0s hereof to the sa0e e7tent as the Parties hereto. Either party shall have the right to ref8se to accept the disclos8re of any Confidential nfor0ation+ and neither party shall be obligated to disclose to the other party any partic8lar Confidential nfor0ation. !his cla8se of this Agree0ent does not incl8de !hird Parties. 3. NO SOLLICITATION !he Parties agree that d8ring the ter0 of this Agree0ent+ and for a period of 4$U.*E&5 years following the ter0 of this Agree0ent the parties will not+ in any 0anner or at any ti0e+ solicit or enco8rage any person+ fir0+ corporation or other b8siness entity who are c8sto0ers+ clients+ e0ployees+ independent contractors+ partners+ vendors+ s8ppliers+ distrib8tors+ sales0en+ b8siness associates or referral so8rces of the disclosing party+ or who have any b8siness or financial relationship with the disclosing party to cease doing b8siness with+ or to in any way change or deval8e or 0align their b8siness relationship with the disclosing party+ or to cond8ct or atte0pt to cond8ct b8siness+ directly or indirectly with the receiving party o8tside of the relationship with the disclosing party. 4. LIABILITY !he Parties hereto shall not have any liability or responsibility for errors or o0issions in+ or any b8siness decisions 0ade by either party in reliance 8pon proprietary or confidential infor0ation disclosed 8nder this Agree0ent. ,8rther+ the Parties hereto ass80e all ris>+ >nown or 8n>nown+ incident to its 8se of disclosed Confidential nfor0ation; and each party shall have no liability to each other+ or any third party or affiliate arising o8t of s8ch 8se.

5. RELATION WITH THIRD PARTIES E7cept as otherwise per0itted in this Agree0ent+ neither party+ nor their respective e0ployees+ officers+ directors+ 0anagers+ 0e0bers+ affiliates+ agents+ or associates will directly or indirectly 0a>e any contact with+ deal with+ or otherwise be involved with any third parties first introd8ced by either of the0 to the other witho8t the prior >nowledge+ consent and written approval of the introd8cing party+ which approval 0ay be conditional+ fractional or in its entirety. 6. INDEMNIFICATION %8e to the nat8re of this Agree0ent+ a violation therein of its ter0s by either party 0ight ca8se irreparable har0 to the other party leaving no ade?8ate re0edy at law+ therefore in the case of a breach of this Agree0ent+ the Parties consent in advance to entry of a preli0inary inA8nction and entitled to specific perfor0ance and+ or other e?8itable relief granted by a co8rt of co0petent A8risdiction to the party Confidential nfor0ation Agree0ent Page C of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

clai0ing breach therein as a re0edy for any s8ch breach+ and f8rther waive any re?8ire0ent for sec8ring or posting of any bond in connection with any s8ch re0edy. 7. ENTIRE AGREEMENT !his Agree0ent contains the entire agree0ent of the Parties+ and shall be binding+ addend80 and collateral+ to any and all previo8s or s8ccessor agree0ents 8nless this Agree0ent is 0odified or cancelled by 08t8al consent. f any ter0 of this Agree0ent shall be dee0ed by a co8rt of co0petent A8risdiction to be invalid+ s8ch invalidity shall not affect the validity of any other ter0 herein. 8. BINDING AGREEMENT !his Agree0ent shall bind the 8ndersigned parties hereto+ their corporations+ affiliates and tr8stees+ and in8re to the benefit of the 8ndersigned parties hereto and their s8ccessors+ assigns+ affiliates+ s8bsidiaries+ tr8stees and parent co0panies. 9. LITIGATION Any disp8tes+ violations or breach+ or threat of violation or breach of this Agree0ent shall be bro8ght in the co8rts of 4S!A!E9P&(- $CE5+ witho8t reference to its conflicts of laws principals.

$ / !$ESS /)E&E(,+ the parties have e7ec8ted this Agree0ent as of the date first above written.

%E-E"(PE&

C" E$!

A8thori6ed Signat8re

A8thori6ed Signat8re

Print $a0e and !itle

Print $a0e and !itle

Confidential nfor0ation Agree0ent Page = of =