premise: APPENDIX "A"
  THIS MUTUAL NON-DISCLOSURE AGREEMENT is made and entered into this the 7th day of November 2001.
  BETWEEN: SMART CHIP TECHNOLOGIES, LLC
  a corporation incorporated under the laws of the United States of America
  AND: CONSUMER ECONOMIC OPPORTUNITIES INC.
  a corporation incorporated under the Canada Business Corporations Act
  WHEREAS, the Parties are desirous of exchanging information relating to confidential and more specifically relating, but not limited, to technical data, marketing, business information, and pricing, all for the purpose of exploring future potential business relationships to the mutual benefit of both Parties hereto.
  It is anticipated that each of the undersigned Parties shall, from time to time, disclose to the other Party certain technical or business information. With respect to all such information, including any reports or other documents resulting from such exchange of information between the Parties. Each of the Parties agree to the following terms:
  1. "Confidential Information" means all information provided by either Party in writing or visual form which Party desires to protect from disclosure and which is marked with an appropriate stamp or legend designating such material as "Confidential"; and all information provided orally by a Party which that Party desires to protect from disclosure provided that such information is identified as Confidential at the time it is transmitted and is subsequently confirmed as such in writing by the disclosing Party within fifteen (15) days after such verbal transmittal.
  2. For a period of five (5) years following the date of each such disclosure or development the receiving Party shall maintain such Confidential Information as confidential, except:
  (a) Confidential Information which is or becomes known publicly through no fault of the receiving Party; or
  (b) Confidential Information learned by the receiving Party from a third party entitled to disclose it; or
  (c) Confidential Information already known to the receiving Party before receipt from the disclosing Party as shown by the receiving Party's written records; or
  (d) Confidential Information which is independently developed by the receiving Party as shown by the receiving Party's written records; or
  (e) Confidential Information which must be disclosed under operation of law.
  (f) Confidential Information which is approved for release by written authorization of the disclosing Party
  3. The receiving Party shall not, without prior written permission of the disclosing Party, furnish to any third Party any information, equipment or material embodying or made by use of any Confidential Information received or developed hereunder nor use such information for purposes other than internal evaluation so long as such Confidential Information must be maintained confidential. All Confidential Information in tangible form, and any copies thereof, disclosed hereunder, shall be promptly returned to the disclosing Party at the disclosing Party's written request, or destroyed at the disclosing Parties request provided that confirmation of destruction is given to the disclosing Party.
  4. The receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorised use, dissemination or publication of the Confidential Information.
  5. In the event of any breach or threatened breach by the receiving Party of its obligations hereunder, the disclosing Party shall have whatever rights and remedies are available to it at law or in equity, provided, however, that in no event shall either Party be liable for any consequential damages of any nature whatsoever.
  6. This Agreement shall not be construed as granting or conferring any rights to license or otherwise, expressly, implied, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement.
  7. Neither Party shall disclose Confidential Information nor assign work hereunder to anyone other than the receiving Party's employees who have agreed in writing to maintain the Confidential Information as confidential and to execute all documents deemed reasonably necessary by the disclosing Party to permit compliance with all provisions of this Agreement.
  8. Nothing contained in this Agreement shall constitute a commitment by either Party to the development or release of any future products and/or programs disclosed thereby or restrict either Party in its efforts to improve its existing products and systems and to conceive and develop new products and systems. Additionally, participation in the information exchange pursuant to this Agreement shall not constitute or imply a commitment by either Party to favour or recommend any product or service of the other Party.
  IN WITNESS WHEREOF, the Parties hereto have respectively caused this Mutual Non-disclosure Agreement to be executed by their duly authorized officers at the date first mentioned above.
  Consumer Economic Opportunities Inc. SMART CHIP TECHNOLOGIES, LLC
  By: /s/ David Vaters By: /s/ Jim Williams
  Name: David Vaters Name:
  Title: President, CEO Title: President & CEO
  