APPENDIX C

Mutual Non-Disclosure Agreement

        This Non-disclosure Agreement (“Agreement”) is made and entered into as of this_______________day of________________, 200__, by and between Westlake Software, Inc., a California S-Corporate, PO Box 9075, Calabasas, CA 91302 and _______________________________________located at _______________________________________________________.

        WHEREAS, each party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party evaluating a possible business relationship between the parties (“the “Transaction”).

        NOW, THEREFORE, the parties agree as follows:

1. “Confidential information” as used in this Agreement means information in any form disclosed or made available by the Disclosing Party to the Receiving Party that the Receiving Party knows or has reason to know (either because such information is marked or otherwise identified by the Disclosing Party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is confidential information of the other party and shall include, without limitation, (a) the current, future and proposed products or services of the Disclosing Party, its subsidiaries or affiliates, as well as financial, technical, research, operational, sales and marketing information related thereto; (b) ideas, inventions, and works of authorship; (c) business plans, business forecasts, budgets, prices and costs, financial statements, research, sales and distribution arrangements, and the identity of partners, suppliers and customers; (d) the existence of any business discussions, negotiations or agreements between the parties; and (e) any information regarding the skills and compensation of employees, contractors or other agents of the Disclosing Party or its subsidiaries or affiliates.

1. The Receiving Party will not copy, make use of, disseminate, or in any way disclose any confidential information of the Disclosing Party to any person or entity, except to employees and authorized representatives of the Receiving party bound by a duty of confidentiality no less protective of the Disclosing Party’s confidential information than this Agreement and only as necessary to evaluate, discuss and/or negotiate the Transaction.

1. The Receiving Party shall treat confidential information of the Disclosing Party with the same degree of care as it accords to its own confidential information, but no less than a reasonable degree of care under the circumstances.

1. Each party’s confidential information shall not include information that: (a) was in the public domain at the time it was disclosed or made available to the Receiving Party by the Disclosing Party; (b) entered the public domain subsequent to such time through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it as communicated to the Receiving Party by the Disclosing Party; (d) was rightfully communicated to the Receiving Party free of any obligations of confidence subsequent to the time it was communicated to the Receiving Party by the Disclosing Party; or (e) was developed by employees or agents of the Receiving Party without use or reference to confidential information of the Disclosing Party. In addition, the Receiving Party may disclose the Disclosing Party’s confidential information in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this Agreement, provided that the Receiving Party shall immediately notify the Disclosing Party of receipt of any such order and provide the Disclosing Party a reasonable period of time in which to oppose such order before responding.

1. All confidential information and materials furnished to one party by the other shall remain the property of such party and shall be returned to it promptly or destroyed (if so requested), together with any copies thereof. All confidential information and materials furnished to the Receiving Party by the Disclosing Party hereunder are provided on an “as is” basis, and Disclosing Party shall have no liability for the use thereof.

                                             
a. Neither party will communicate any information to the other in violation of the proprietary rights of any third party.

b. The Receiving Party acknowledges that the Disclosing Party (or any third party entrusting its own confidential information to the Disclosing party) claims ownership of the confidential information disclosed and all patent, copyright, trademark, trade secret and other intellectual property rights in, or arising from, such confidential information. No option, license, or conveyance of such rights to the Receiving Party is granted or implied under this Agreement. If any such rights are to be granted to the Receiving Party, such grant shall be expressly set forth in a separate written instrument.

c. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.

d. The non-disclosure obligations imposed by this Agreement shall terminate two (2) years from the delivery of the particular confidential Information in question.

e. Each party shall comply with the applicable export laws and regulations of the United States with respect to any information received under this Agreement.

f. This Agreement shall be governed in all respects by the laws of the State of California, without giving effect to principles of conflict of laws and venue shall be in Los Angeles County.

g. The parties agree that confidential information is valuable information, the unauthorized disclosure of which would cause irreparable injury for which there would be no adequate remedy at law.

h. The parties agree that the Disclosing Party shall be entitled, without waiving any additional rights or remedies otherwise available at law or at equity or by statute, to seek injunctive and other equitable relief in the event of a breach or intended breach of this Agreement.

i This agreement represents the entire understanding of the parties with respect to its subject matter, and supersedes any other prior or contemporaneous agreements or understandings, whether written or oral concerning confidential information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.

j. All notices or reports permitted or required under this Agreement shall be in writing and shall be sent to the person indicated below.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

Westlake Software, Inc.

By:                           ___________________________________________

Name:                      Alan Gould

Title:                          President

Date: ­­­­­­­­­­­­­­­­­­                        _____________________________

Organization: ___________________________________________

By:                           ___________________________________________

Print:                         ___________________________________________

Title:                          ___________________________________________

Date:                         ________________________