CONSULTING AGREEMENT

Consultant hereby acknowledges that he may have  access to proprietary information regarding the business operations of the Company and acknowledges that any information received by Consultant from the Company or third parties and any information of Company that is not generally known or readily ascertainable to the public or in the trade without disclosure Consultant whether or not marked confidential (including, without limitation:(i) the Company’s technical data and concerning or relating to the Company’s proprietary technology and any improvements thereof; (ii) trade secrets, methods, know-how, formulae, software, compositions of matter, inventions, techniques, processes, programs, diagrams, schematics, technical information, customer and financial information, sales, production, merchandising and marketing plans, research project, pricing data, supply sources, and the terms of the business opportunities and any negotiations relating thereto; and, (iii) any information that a reasonable person would understand to be confidential and proprietary information of the Company, that becomes known to Consultant through disclosure, observation or otherwise (collectively, the "Confidential Information") constitutes valuable confidential information of the Company and others.  Accordingly, during and after the receipt of any Confidential Information for the purposes set forth herein, Consultant will: (a) not use Confidential Information received from the Company for any purpose other than the purpose set forth herein; and (b) maintain in confidence and not disclose the Confidential Information to any person or entity, except those agents, attorneys, accountants, employees of Consultant that have a need to know, without the prior written consent of the Company.

Notwithstanding the above, Consultant shall not have liability to the Company for the disclosure of Confidential Information with regard to any Confidential Information which Consultant can prove: (i) was in the public domain at the time it was disclosed by the Company or has entered the public domain through no fault of Consultant; (ii) was known to Consultant, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Company; (iv) becomes known to Consultant, without restriction, from a source other than the disclosing party without breach of this Agreement by Consultant and otherwise not in violation of the Company’s rights; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that recipient shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

Consultant agrees to hold all Confidential Information of the Company in strict confidence at all times, and to secure and protect it from unauthorized disclosure using the same degree of care employed in the protection of Consultant's own Confidential Information, and in any event using not less than a reasonable degree of care, and to take appropriate action by instruction or agreement with its employees and agents who are permitted access to said Confidential Information to satisfy its obligations hereunder.  Consultant shall use his best efforts to assist the Company in identifying and preventing any unauthorized use, copying or disclosure of the Confidential Information or any portions thereof or any of the algorithms or logic contained therein. Without limitation of the foregoing, Consultant shall advise the Company immediately in the event Consultant learns or has reason to believe that any person who the Consultant has given access to the Confidential Information, or any portion thereof, has violated or intends to violate the terms of this Agreement, and the Consultant will, at its own expense, cooperate with the Company in seeking injunctive or other equitable relief against any such person.

Consultant agrees that it would be difficult to measure any damages caused to the Company, which might result from any breach by Consultant of this Section, and that in any event money damages would be an inadequate remedy for any such breach.  Accordingly, Consultant agrees that if it breaches, or proposes to breach, this section, Company shall be entitled, in addition to all other remedies that it may have, to terminate this agreement immediately and/or to seek an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to Company.  An injunction may be sought in any court with jurisdiction of the parties or the subject matter of this Agreement without the necessity of posting a bond.