Dear _________________________:
We are in possession of information relating to our ______________________________________
(hereinafter referred to as "the subject matter") which we consider confidential. We 
understand that you are willing to accept such information from us for purposes of 
evaluation and determination of your possible interest therein. You agree to receive such 
information from us during the term of this Agreement on the following basis:
1. Under this Agreement, you will hold in confidence any and all technical information on 
   the subject matter disclosed to you by us, in writing and marked "Confidential" except:
  a. information which at the time of disclosure is in the public domain;
  b. information which, after disclosure, becomes part of the public domain by publication 
     or otherwise, except by breach of this Agreement by you;
  c. information which you can establish by competent proof was in your possession at the 
     time of disclosure by us and was not acquired, directly or indirectly, from us; and,
  d. information which you receive from a third party; provided, however, that such 
     information was not obtained by said third party, directly or indirectly, from us.
2. You agree that you will not use the technical information relating to the subject 
   matter, which you are required hereunder to keep confidential, for any purpose other 
   than the aforesaid evaluation and determination of interest, without first entering 
   into an agreement with us covering the use thereof.
3. Your obligation under this Agreement shall expire on the fifth anniversary of the date 
   thereof. We agree that, after said fifth anniversary, we will make no claim against you 
   or any of your subsidiaries with respect to this Agreement, except for patent 
If you agree to the foregoing, kindly indicate your acceptance thereof and assent thereto 
by signing and dating the duplicate copy of this letter at the space provided for below, 
returning such signed copy to us. We will then proceed to disclose to you our information 
relating to the subject matter.
Very truly yours,

By: ___________________________________________


Company: ________________________________________________________________________________

By: ___________________________________________ Title: __________________________________

Date: _________________________________________