Confidentiality/Nondisclosure Agreement

This Confidentiality Agreement (the "Agreement") is entered into and is effective as of 4/15/2005 (the "Effective Date") by and between Madhavan Thirumalai ("Discloser") and Todd Martini ("Recipient").

WHEREAS, Recipient and Discloser will enter into confidential discussions ("Discussions") regarding a business relationship and in connection therewith Recipient will have access to certain confidential information about the Discloser's company and business; and

WHEREAS, the Recipient agrees that his or her receipt of such proprietary information would not occur absent the Recipient's agreement to these terms and conditions and Discloser is revealing the proprietary information solely in reliance on Recipient's strict performance of his or her obligations hereunder;

NOW THEREFORE, the parties agree as follows:

1. Definition of Confidential Information. Recipient agrees that all proprietary information disclosed by Discloser to Recipient relating to the company's business, including business models, market strategies, technology strategies, trade secrets, know -how, patents, copyrights, financial information, sales distribution strategies and Internet and e-commerce strategies will be referred to collectively in this Agreement as "Confidential Information."

2. Non-Disclosure and Non-Use of Confidential Information. Recipient shall not disclose, publish or disseminate the Confidential Information to any third parties or to any of Recipient's employees, other than in strict accordance with this Agreement. Recipient shall use the Confidential Information for the sole purpose of evaluating a possible consulting or advisory position with Discloser. Recipient agrees that such Confidential Information shall not be released or disclosed, directly or indirectly, to any person other than a person who has executed a counterpart of this Agreement and agrees to be bound by it. Any such person who receives any portion of the Confidential Information shall be bound by the terms and conditions of this Agreement immediately upon its receipt, and shall be deemed a successor Recipient. Recipient agrees not to use Confidential Information otherwise for its own or any third party's benefit without the prior written approval of Discloser in each instance.

3. Non-Confidential Information. Confidential Information shall not include information, technical data, or know -how that (i) the Recipient can prove was in its possession prior to the time of the disclosure by the disclosing party, or (ii) is currently, or becomes publicly known through no fault of the Recipient, or (iii) is received from a third party without similar restrictions and without breach of the Agreement, or (iv) is approved for release by written authorization of the Discloser subsequent to the Agreement, or (v) is independently developed by Recipient without the use of any Confidential Information.

4. Ownership of Confidential Information. All Confidential Information, and any derivative thereof remains the property of Discloser and no license, intellectual property rights or other rights to Confidential Information are granted or implied hereby other than the limited right to use set forth in paragraph 2 above to review the Confidential Information for purposes set forth herein. Confidential Information disclosed by Discloser hereunder may include Confidential Information of a third party and, in such event this Agreement shall apply equally to any third party Confidential Information and shall inure to the benefit of such third party.

5. Injunctive Relief. Recipient hereby acknowledges that unauthorized disclosure or use of the Confidential Information could cause Discloser irreparable harm and significant injury that may be difficult to ascertain and for which Discloser would not have an adequate remedy in monetary damages. Accordingly, Recipient agrees that Discloser would have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies Discloser may have.

6. Governing Law. This Agreement is made under and shall be construed according to the laws of the State of California, without regard to its conflicts of law rules, and Recipient agrees that it is subject to the jurisdiction of the courts in such state should any action be brought to enforce or interpret its terms. Should any action or proceeding be required to interpret or enforce the terms hereof, the prevailing party shall be entitled to recover its reasonable attorneys fees and costs.

7. Assignments. Recipient shall not assign or transfer this Agreement without the prior written consent of Discloser.

8. Waiver. Waiver of any provision in this Agreement in any instance shall not be construed as a waiver in any other instance.

9. Relationship of the Parties. The parties hereto are unrelated in any way and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between the parties hereto.

10. Agreement. This Agreement sets forth the entire Agreement with respect to the Confidential Information disclosed and super-cedes all prior or contemporaneous, oral, or written agreements concerning such Confidential Information. This Agreement may not be amended except by the written agreement signed by authorized representatives of both parties.