The parties hereby agree as follows:

In its sole discretion, the Disclosing Party will provide to the Receiving Party certain confidential and proprietary information for the limited purpose of allowing the Receiving Party to evaluate its interest in Disclosing Party, in accordance with the following terms and conditions:

1. Definition

For purposes of this Agreement, "Confidential Information" shall mean the information received by the Receiving Party from the Disclosing Party which is marked as "Confidential" and/or "Proprietary" or which would logically be considered "Confidential" and/or "Proprietary" in view of its relationship to the whole disclosure. The Receiving Party as Confidential Information shall treat information furnished orally, in written form, by electronic means, or by any other means, which was identified by the Disclosing Party as confidential and/or proprietary at the time of disclosure. This agreement is intended to be uni-lateral and enforceable by the disclosing party.

2. Protections and Purpose

All "Confidential Information" shall be in confidence by the Receiving Party, and shall not be disclosed to any third party and shall be protected with the same degree of care as the Receiving Party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. The Receiving Party shall not use any "Confidential Information" received from the Disclosing Party except for the evaluation purposes set forth above.

3. Non-Circumvent

The Receiving Party agrees not to circumvent the Disclosing Party in dealing with the Disclosing Party's product providers, vendors, and service agencies. The Receiving Party agrees to negotiate directly and solely with and through the Disclosing Party in establishing a relationship said providers, vendors, and service providers, both U.S. Domestic and International. The Receiving Party agrees not to contact the providers of the Disclosing Party for any reason without written consent of the latter.

4. Ownership

All tangible information, including drawings, specifications and other information submitted hereunder by the Disclosing Party to the Receiving Party, shall remain the property of the Disclosing Party. If either party elects not to pursue any further business undertaking, the Receiving Party shall promptly return to the Disclosing Party all tangible information, and all copies thereof, related to "Confidential Information".

5. Export

The Receiving Party shall not export any Confidential Information without written permission from the Disclosing Party. If the Disclosing Party is permitted to export Confidential Information, the Disclosing Party shall comply with the U.S. Export Administration Laws and regulations (EAR) and shall not export or re-export any technical data or products received from the Disclosing Party or the direct product of such technical data to any prescribed country listed in the "EAR" unless properly authorized by the U.S. government.

6. Termination

This Agreement is to be construed in accordance with the laws of the State of Illinois in the United States of America and shall end five (5) years from the date of written termination by the Receiving Party or five (5) years from the date of last commission payment, whichever is later.