The
Change
Engine

WHEREAS, THE CLIENT and THE CHANGE ENGINE wish to exchange certain confidential information relating to ideas, inventions or products for the purposes of determining an interest in developing, manufacturing, selling and/or joint venturing;

WHEREAS, THE CLIENT and THE CHANGE ENGINE agree to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement.

BE IT KNOWN, that both THE CLIENT and THE CHANGE ENGINE has or shall furnish and exchange certain confidential information and may further allow each party the right to discuss or interview representatives of THE CLIENT and THE CHANGE ENGINE on the following conditions:

1. WE mutually agree to hold confidential or proprietary information or trade secrets (”confidential information”) in trust and confidence and agree that it shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party.

2. No copies will be made or retained of any written information or prototypes supplied without the permission of both partys.

3. At the conclusion of any discussions, or upon demand by either party, all confidential information, including prototypes, written notes, photographs, sketches, models, memoranda or notes taken shall be returned to the originating party.

4. Confidential information shall not be disclosed to any employee, consultant or third party unless they agree to execute and be bound by the terms of this Agreement, and have been approved by both parties.

5. This Agreement and its validity, construction and effect shall be governed by the laws of Virginia.

AGREED AND ACCEPTED BY:

By________________________________

Title:______________________________

By________________________________

Title_______________________________

Witness:___________________________

Date:______________________________