CONFIDENTIALITY AGREEMENT

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is effective as of _________, 2001, by and between Prolume, Ltd., a Delaware corporation (hereinafter "Prolume") and _________________________ (for itself and its subsidiaries and affiliates) (hereinafter, "Recipient").

WITNESSETH:

WHEREAS, Prolume owns certain technology, patent applications, trademarks, copyrights, licensing rights in, and confidential information related to its nanolight and bioluminescent technologies, which is hereinafter collectively referred to as the "NanoLight Technology," and

WHEREAS, Recipient is interested in evaluating the NanoLight Technology to determine the feasibility of entering into a business relationship with Prolume with regard to the development, licensing, sale or exploitation of the NanoLight Technology, and Prolume is willing to disclose certain confidential information (as hereinafter defined) related to the NanoLight Technology to Recipient, but only in strict accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the parties hereto hereby agree as follows:

1. For purposes of this Agreement, the term "NanoLight Technology" shall mean: (i) all Prolume proprietary technology and/or confidential information relating to the application, concept and design of nanolight and bioluminescent technologies as developed by Prolume, including but not limited to all design, development, testing, implementation, production, servicing, usage, and/or marketing, pricing, and cost information; (ii) all other business or technical information directed to exploitation of the NanoLight Technology; and (iii) all exploitation and ownership rights in and related to the NanoLight Technology in the United States, or in any other country in which legal protection may be sought and/or enforced for the NanoLight Technology.

2. For purposes of this Agreement, "Confidential Information" shall mean any and all information relating to the NanoLight Technology and falling under the scope of this Agreement that is placed into the possession of Recipient in the manner set forth hereinafter, including:

(a) all goods and materials produced by Prolume by the use of or related to the

NanoLight Technology;

(b) all written information disclosed by Prolume to Recipient that is marked "Confidential";

(d) all information derived from any Confidential Information covered by this Agreement, along with all information disclosed to Recipient prior to the date of this Agreement, unless such information:

(i) was already in Recipient's possession prior to the disclosure thereof by Prolume;

(ii) has been published or is published hereafter, unless such publication is a breach of this Agreement;

(iii) is received by Recipient without restriction from a third party not under any obligation of confidentiality with respect thereto;

(iv) was developed by or for Recipient independent of any Confidential Information covered by this Agreement; or

(v) is required by any court or administrative agency of competent jurisdiction to be publicly disclosed, subject to Prolume being provided prompt notice of any such requirement by Recipient.

In the event that such information shall be established within thirty (30) days of receipt to fall within one of the above exceptions, such information shall not be deemed to be Confidential Information for purposes of this Agreement.

3. Recipient shall immediately return all materials relating to the Confidential Information disclosed or supplied by Prolume, or generated by Recipient from the Confidential Information disclosed or supplied by Prolume, if said business relationship between Prolume and Recipient never materializes, if said business relationship terminates, or if Prolume requests return of the Confidential Information for any reason or no reason at any time. In the absence of any of the aforementioned conditions, the Recipient shall return all materials relating to the Confidential Information disclosed or supplied by Prolume within thirty (30) days of its receipt by Recipient if no further agreement has been entered into between Prolume and Recipient for its use.

4. During this Agreement and after termination hereof, Recipient shall maintain in confidence and shall not use, distribute or disclose directly or indirectly to any person, organization or entity not a party hereto, nor shall Recipient directly or indirectly use or directly or indirectly exploit in any way without Prolume's written agreement any Confidential Information covered by this Agreement, and Recipient shall not take any action causing or fail to take any reasonable action necessary to prevent any Confidential Information disclosed to the Recipient to lose its character as Confidential Information, unless such information ceases to be Confidential Information as set forth in Paragraph 2 through no fault of Recipient, or Recipient and Prolume enter into an agreement authorizing the same.

5. Recipient agrees to limit access to Confidential Information to those employees or other authorized representatives of Recipient who need to know such Confidential Information for the purpose of conducting work pursuant to this Agreement, and who understand that they are bound by this Agreement. Recipient agrees to inform such employees or authorized representatives of the confidential nature of this Confidential Information and shall exercise all reasonable precautions to prevent the disclosure of Confidential Information by them, and in all cases shall maintain with respect to such Confidential Information a standard of care which is no less than that standard which Recipient maintains to prevent the disclosure of its own confidential information.

6. Recipient acknowledges that it is under no obligation or agreement that: (i) would prevent Recipient from receiving the Confidential Information pursuant to the terms of this Agreement; or (ii) from returning the same to Prolume; or (iii) which otherwise conflicts with Recipient's obligations hereunder.

7. Prior to entering into a further written agreement with Prolume so authorizing, Recipient shall not directly or indirectly disclose to any third party or directly or indirectly use the fact that it is engaged in business discussions related to the NanoLight Technology or that it has entered or is considering entering into a business relationship with Prolume concerning the NanoLight Technology.

8. This Agreement may not be assigned by either party hereto without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

9. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

10. Recipient agrees to submit to the jurisdiction of the United States District Court for the Western District of Pennsylvania and/or the International Trade Commission, as chosen by Prolume, should Prolume decide to pursue relief for breach of this agreement and/or for misuse of the NanoLight Technology by Recipient.

11. All rights of Prolume heretofore or hereafter acquired under the intellectual property laws (including patent, copyright, trademark and trade secret laws) of the United States and/or the intellectual property laws of any foreign country with regard to the NanoLight Technology are hereby expressly reserved to Prolume. Recipient agrees to assign to Prolume all such intellectual property rights arising out of an agreement between Prolume and Recipient relating to the NanoLight Technology, and to cooperate fully with Prolume in obtaining and/or enforcing any intellectual property rights (including patent, copyright, trademark, and/or trade secret rights) based thereon in the United States, or in any other country in which equivalent legal protection may be sought and/or enforced.

12. Neither the execution of this agreement nor the disclosure of any Confidential Information hereunder shall be construed as granting the Recipient a license or any other right, title or interest of any kind in the NanoLight Technology, the Confidential Information covered herein, or in any intellectual property rights (including any patents, copyrights, trademarks and/or trade secrets) derived therefrom. Nothing in this agreement shall be construed to impose any obligation on the parties to enter into a future agreement of any sort with each other for future exploitation of the NanoLight Technology or the Confidential Information.

13. For purposes of this Agreement, the term Prolume shall include, but not be limited to, attorneys and agents of Prolume, and those working with or under them, and the term Recipient shall include, but not be limited to the employees, attorneys, representatives and agents of Recipient.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first written above. By affixing their signatures below, the undersigned hereby certify and warrant that they understand the legal significance of the terms of this Agreement and that they have the legal authority to bind the organizations they represent to the terms contained herein.

PROLUME, LTD

By:

Title:

RECIPIENT:
______________________________

By:

Title: