On this _________ day of _____________ , 2001, in connection with your consideration of a possible transaction with Webmind Inc. ("Company") involving all or a portion of the Company's intellectual property portfolio ("IPP"), and to assist your investigation of such a transaction, ___________________ ("Recipient") has requested certain information concerning the Company which the Company has agreed to supply under nondisclosure agreement ("Agreement") on the following terms and conditions.

As a condition to the furnishing of such information by the Company to Recipient, whether written or oral, the Company requires that Recipient agree as set forth below to treat confidentially any and all information, concepts, or samples which the Company or its directors, officers, employees, counsel, consultants or agents (hereinafter collectively "Representatives") furnish to Recipient in connection with such transaction, whether furnished before, on or after the date of this agreement, and all notes, analyses, compilations, studies, reports, or other documents, whether prepared by Recipient or its Representatives, which contain or otherwise reflect such information (collectively, the "Evaluation Material").

Recipient hereby agrees that the Evaluation Material will not be used by Recipient or its Representatives except for the purpose of determining Recipient's interest in a transaction with the Company involving its IPP, and will be kept confidential by Recipient for a period of five (5) years from the date hereof; provided however, that:

(1) any of such information may be disclosed to those of Recipient's Representatives who need to know such information for the purpose of evaluating a possible transaction between Recipient and the Company, all of whom shall be informed by Recipient of the confidential nature of such information and shall be directed by the Recipient to treat such information and the existence of the proposal confidentially;

(2) any disclosure of such information may be made to which the Company consents in writing; and

(3) the obligation of confidentiality and non-use contained herein shall not extend to such of the Evaluation Material which (i) at the time of its receipt by Recipient is already in, or subsequently comes into, the public domain through no fault of Recipient or any of its Representatives (but only to the extent that it so becomes available), (ii) is already in Recipient's possession, or (iii) becomes available to Recipient without restriction on disclosure from a third party who has a lawful right to make a disclosure thereof.

In the event no transaction with regard to the IPP is effected between the Company and Recipient or Recipient decides not to make an offer, (1) Recipient will promptly upon the request of the Company return to the Company all of the Evaluation Material furnished by, or on behalf of, the Company, without retaining any copy thereof, and (2) any analyses, compilations, studies, reports, or other documents which may be prepared for Recipient's internal use by Recipient or its Representatives which reflect Evaluation Material will be kept confidential by Recipient and its Representatives and will not be used in any way detrimental to the Company or in competition with the Company, or shall be destroyed upon request of the Company, such destruction to be certified in writing to the Company by an authorized officer supervising such destruction.

It is acknowledged that the Company does not make any representations or warranties as to the accuracy or completeness of the Evaluation Material. It is agreed that neither the Company nor its Representatives shall have any liability to Recipient or its Representatives resulting from its or their use of the Evaluation Material.

Neither this Agreement nor any other document, concept, or sample delivered to or by Recipient, nor the delivery thereof, shall constitute an offer to assign the rights to, or the acceptance of an offer if any, to purchase, such IPP assignment. Any agreement to assign, or enter into any arrangement with respect to, the IPP shall be subject to the negotiation and execution of definitive written agreements, all appropriate governmental reviews and approvals, and the approval of the board of directors of the Company.

Each party will keep knowledge of this investigation confidential and will make no public disclosure of this investigation of the IPP without prior consultation with and the consent of the other party.

In the event that Recipient or any of its Representatives is requested or required by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand, by order of any governmental authority, or similar legal process to disclose any of the Evaluation Material supplied to it in the course of its dealings with the Company or its Representatives, it is agreed that it will provide the Company with prompt written notice of such request(s) so that the Company may seek an appropriate protective order and/or waive compliance by Recipient with the provisions of this Agreement. It is further agreed that if, in the absence of a protective order or the receipt of a waiver hereunder, Recipient is nonetheless, in the opinion of its counsel, compelled to disclose any of the Evaluation Material to any tribunal or else stand liable for contempt or suffer other censure or penalty, it may disclose such information to such tribunal hereunder, provided the information so disclosed is clearly marked as confidential to the Company.

This Agreement shall be governed and construed in accordance with the laws of the State of New York (without reference to any conflicts of law rules).

Confirmed and agreed to:

By:__________________________ By:____________________________

Printed Name:___________________ Printed Name:___________________

Title:__________________________ Title:__________________________

Organization:____________________ Organization:____________________

Address:________________________ Address:________________________

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