WHEREAS, the Undersigned wish to enter into this Agreement to definecertain parameters of the future legal obligations, are bound by a dutyof Confidentially with respect to their sources and contacts. This dutyis in accordance with the International Chamber of Commerce Convention (I.C.C. 500).

WHEREAS, the Undersigned desire to enter a working business relationshipto the mutual and common benefit of the parties hereto, including theiraffiliates, subsidiaries, stockholders, partners, co-ventures, tradingpartners, and other associated organizations (herein after referred toas Affiliates).

NOW THEREFORE in consideration of the mutual promises, assertions andcovenants herein and other good and valuable considerations, thereceipts of which is acknowledged hereby, the parties hereby agree asfollows:

A. The parties will not in any manner, solicit, nor accept any businessin any manner from sources not their Affiliates, which sources were madeavailable through this agreement, without the express permission of theparty who made available the source and,

B. The parties will maintain complete confidentiality regarding eachother business sources and/or their Affiliates and will disclose suchbusiness sources only to named parties pursuant to the express writtenpermission of this party who made available the source; and,

C. That they will not in any of the transactions the parties aredesirous of entering into and do, to the best of their abilities assurethe other that the transaction codes established will not be affectedand

D. That they will not disclose names, addresses, email address,telephone and telefax or telex numbers to any contacts by either partyto third parties and that they each recognize such contracts as theexclusive property of the respective parties and that they will notenter into any direct negotiations or transactions with such contractsrevealed by the other party and

E. That they further undertake not to enter into business transactionwith banks, investors, sources of funds or other bodies, the names ofwhich have been provided by one of the parties to this agreement, unlesswritten permission has been obtained from the other party (ies) to do so for the sake of this agreement, it does not matterwhether informations obtained from a natural or a legal person. Theparties also undertake not to make use of a third party to circumventthis clause.

F. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to alegal monetary penalty equal to the maximum service it should realizefrom such a transaction plus any and all expenses, including but notlimited to all legal costs and expenses incurred to recoverthe lost revenue.

G. All consideration, benefits, bonuses, participation fees and/orcommissions received as a result of the contributions of the parties inthe Agreement, relating to any and all transactions will be allocated asmutually agreed.

H. This agreement is valid for any an all transaction between theparties herein and shall be governed by the enforceable law inAustralian Courts, Canada Courts, USA Courts, UK Courts, SingaporeCourts, or under Swiss Law in Zurich, in the event of dispute, thearbitration laws of states will apply.

I.The signing parties hereby accept such selected jurisdiction as theexclusive venue. The duration of the Agreement shall perpetuate for five (5) years from the date hereof.

A. Signatures on this Agreement received by the way of Facsimile, Mail and/or Email shall be deemed to be an executed contract. Agreementenforceable and admissible for all purposes as may be necessary underthe terms of the Agreement.

B. All signatories hereto acknowledge that they have read the foregoingAgreement and by their initials and signature that they have full andcomplete authority to execute the document for and in the name of theparty for which they have given their signature.

Signed this on ______ day of ________________1998

1. ______________________________ 2. _____________________________