NON-DISCLOSURE AGREEMENT

This is an Agreement made the _____ day of _________________, 199__ by and between U1â Corporation ("DISCLOSER"), a Nevada corporation, and _____________________________________________________________________

_____________________________________________________________________, ("RECIPIENT"), together hereinafter referred to as the parties.

DISCLOSER wishes to disclose certain proprietary Confidential Information to RECIPIENT, subject to the terms and conditions set forth below.

NOW THEREFORE, the parties hereto agree as follows:

1. For the purpose of this Agreement, Confidential Information shall mean any information and data of a confidential nature, oral or written, including but not limited to proprietary, technical, marketing, sales, methods of operation, performance, cost, know-how, business and process information and including all records bearing media containing or disclosing such information and techniques.
2. All Confidential Information pursuant to this Agreement:

1. shall not be copied or distributed, disclosed, or disseminated in any way or form by RECIPIENT to anyone except its own employees, who have agreed in writing to be bound by this Agreement, and have a reasonable need to know said Confidential Information; and
2. shall not be used by RECIPIENT for its own purposes or any purpose except as otherwise expressly stated herein, without the express written permission of DISCLOSER; and
3. shall remain the property of, and be returned to, DISCLOSER along with all copies, notes or extracts, or the like, within thirty (30) days of receipt by RECIPIENT of a written request from DISCLOSER setting forth the Confidential Informational to be returned.

1. The obligations of the preceding paragraph shall not apply however to any information which:

1. is already in the public domain at the time of disclosure; or
2. becomes available through no breach of this Agreement by RECIPIENT through a third party who is not in breach of an obligation of confidentiality; or
3. was lawfully, in a printed form, in RECIPIENT's possession prior to receipt from DISCLOSER.

1. Confidential Information shall not be deemed to be the public domain merely because any part of said information is embodied in general disclosures or any part is considered to be known to the public.
2. RECIPIENT recognizes the value of the Confidential Information and the need for its protection and agrees to use its best efforts to maintain such confidentiality.
3. Either party shall have the right to refuse to accept any information under this Agreement and nothing herein shall obligate either party to disclose to the other party any particular information.
4. The parties hereto shall not be obligated to compensate each other for exchanging any information under this Agreement and agree that no warranties of any kind are given with respect to Confidential Informational disclosed under this Agreement as well as any use thereof, except as otherwise expressly provided for herein.
5. Neither party shall have any obligation to enter into any further agreement with the other except as it, in its sole judgment, may deem advisable. It is understood that no patent, copyright, trademark or other proprietary right or license is granted by this Agreement. The disclosure of Confidential Informational and materials which may accompany the disclosure shall not result in any obligation to grant the receiving party rights therein.
6. Each party warrants and represents that it possesses all necessary power, right and authority to lawfully make the disclosure subject to this Agreement.

This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements and understanding relating to the subject matter hereof. The provisions of this Agreement may not be modified, amended nor waived, except by a written instrument duly executed by both parties. This Agreement may not be assigned by either party without the prior written consent of the other and shall survive the termination of association between the parties hereto regardless of the manner of such termination and shall be binding upon the heirs, successors and assigns of both parties.

IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed by their authorized representatives on dates specified below.

U1â Corporation _________________________

RECIPIENT

By:_______________________ By:_______________________Title:______________________ Title:______________________Date:______________________ Date:_____________________