MUTUAL SECRECY AGREEMENT

The parties hereto are:



And  




     Both parties have agreed to make available to each other certain confidential, 
technical and marketing information and product samples relating to the _________________
__________________________________ and _________________________________________________, 
so that the parties may discuss and/or pursue mutual development of new or improved 
products.
     Both parties agree that with respect to any confidential information disclosed by 
one partyto the other, providing that said information is disclosed in writing marked 
"Confidential" (or confirmed in writing marked "Confidential" within thirty (30) days of 
oral disclosure), the receiving party:
   (a) Shall use said confidential information only for the purpose of determining their
       interest and/or capabilities as aforesaid.
   (b) Shall disclose the confidential information only to those employees or consultants
       (who are personally committed to maintain information in confidence) necessary
       for it to make said evaluation, and shall in no instance disclose the same to any
       other party for any purpose without the written consent of the party providing the
       information.
   (c) Recognizes the trade secret nature of the information.
   (d) Shall have no obligation of confidentiality with respect to information that:
          i.   is in the public domain by use and/or publication at the time of its
               receipt or enters the public domain thereafter through no fault of
               receiving party; or
          ii.  was already in its possession prior to receipt as shown by written
               documentation to be delivered to the disclosing party within thirty
               (30) days; or
          iii. was properly obtained from a third party not under a confidentiality
               obligation to the disclosing party; or
          iv.  was previously developed, independently, by the receiving party, as
               shown by written documentation to be delivered to the disclosing
               party within thirty (30) days.
     Unless the parties shall otherwise agree in writing, the parties shall return all 
confidential information provided by one to the other within one (1) year from the date 
the confidential information was received.
     This Secrecy Agreement does not constitute a commitment nor an obligation on the 
part of either party to enter into any other binding contractual Agreement.
     The obligations of confidentiality under this Agreement shall be limited to a period 
five (5) years from delivery of Information.
     This Agreement contains the entire understanding of the parties hereto with respect 
to the matters herein contained, and supersedes all previous agreements and undertakings 
with respect thereto.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly
authorized officers.

    _________________________________________     _______________________________________

BY: _________________________________________ BY: _______________________________________

TITLE: ______________________________________TITLE: _____________________________________

DATE: _______________________________________DATE: ______________________________________