This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT is entered into between: CoreTalk Corporation ("CORETALK"), whose address IS 14537 Oak Street, Saratoga, CA 95070 and (RECIPIENT) _______________., whose address is _________________.

It is agreed that CORETALK may disclose to RECIPIENT certain confidential and proprietary information related to a Graphical Language and Development Environment for Complex Systems Design and Intellectual Property Component Exchange, including, but not limited to their business strategies, organizations structures, financing, technologies, relationships and overall business plans (herein after "INFORMATION") owned by CORETALK and that:

1. RECIPIENT shall:
   1. Maintain the INFORMATION in trust and confidence. Such INFORMATION that is disclosed shall remain the property of CORETALK.

   2. For a period of 36 months from its disclosure, the RECIPIENT will protect its confidentiality and will not disclose such INFORMATION to any other party without the prior written consent of CORETALK.

   3. Only disclose the INFORMATION to RECIPIENT's employees on a need to know basis.

   4. Advise each employee of RECIPIENT, who receives the INFORMATION, of his/her obligations under this agreement and require each employee, who receives the INFORMATION, to sign a copy of this Agreement.

   5. Only use the INFORMATION in connection with evaluating the possibility of a relationship with CORETALK.

2. The provisions of this Agreement shall not apply to information which:
   1. Is already known to the RECIPIENT free of any obligation to treat it as proprietary; or

   2. Is, or becomes, publicly available by other than unauthorized disclosure; or

   3. Is independently developed by the RECIPIENT; or

   4. Is disclosed to third parties by CORETALK without restriction; or

   5. Is received from a third party, who is rightfully in possession of the information, without any obligation to treat it as proprietary.

3. No copies will be made or retained of any written INFORMATION provided under this Agreement. Upon CORETALK's written request, or upon termination of this Agreement, RECIPIENT will immediately transfer or return to CORETALK all documents in its possession which contains the INFORMATION including but not limited to written notes, graphics, photographs, spreadsheets, contracts, software or memoranda.

4. RECIPIENT acknowledges that CORETALK will not have an adequate remedy at law in the event RECIPIENT breaches this Agreement. RECIPIENT therefore agrees that CORETALK will be entitled to enforce any or all of the covenants contained in this Agreement by injunction or other equitable relief, in addition to any other relief to which it may by entitled.

5. If any provision of this Agreement shall be determined invalid or unenforceable, the remainder shall be enforceable to the maximum extent possible.

6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns.

7. In the event any legal, equitable or other action is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs of suit, in addition to any relief to which it may be entitled.

8. This Agreement shall be governed and construed by and in accordance with the laws of the State of California.

9. This Agreement shall become effective on the date of execution and shall continue for the term specified in 1(b) herein or until terminated in writing by CORETALK. The obligation in section (1) above relative to INFORMATION received prior to termination shall survive any termination.

10. RECIPIENT will not provide to CORETALK any information, which is confidential or proprietary to RECIPIENT or to any third party.

11. This Agreement is the complete agreement between CORETALK and RECIPIENT with respect to its subject matter, and it may not be amended or modified except in writing signed by both CORETALK and the RECIPIENT.

Agreed to:

CORETALK Corporation

By: Sanford Klausner

Title: CEO and Founder

Signature:

Date:

Recipient:

Title:

Signature:

Date: