MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (“Agreement”) is dated today, by

and between [i-POS Systems, LLC] a Delaware Limited Liability Partnership, having an address at 1129

Northern boulevard, Manhasset, NY 11030 suite 303, (“i-POS”) and yourself, with

an address filled in above(“Company”). I-POS and Company

are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.

RECITALS

A. In connection with the evaluation and/or pursuit of a mutually beneficial business opportunity

or relationship (the “Purpose”), each Party hereto may disclose certain non-public and proprietary information

to the other relating to their respective operations and businesses.

B. The Parties wish to preserve the confidentiality and prevent the unauthorized disclosure and

use of any such non-public and proprietary information disclosed to the other hereunder.

AGREEMENT

The Parties hereby agree as follows:

1. As used herein, the term “Information” shall mean all non-public information disclosed

hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information

or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Information

shall include, but not be limited to, financial papers and statements, customer lists, research and development

activities, technology, vendors, computer hardware and software, products, drawings, trade secrets and

information regarding operating procedures, pricing methods, marketing strategies, customer relations, future

plans and other information deemed proprietary or confidential by the Disclosing Party.

2. As a condition to receiving the Information which either Party or any of its employees,

representatives or agents (the “Disclosing Party”) may furnish to the other (the “Receiving Party”) or to which

the Receiving Party is afforded access, directly or indirectly, the Receiving Party shall take all reasonable

measures to avoid disclosure, dissemination or unauthorized use of the Information, including, at a minimum

those measures that it takes to protect its own confidential information of a similar nature (provided that such

measures are consistent with at least a reasonable degree of care) and shall not, without the prior written

consent of the Disclosing Party, use or disclose the Information or any part thereof except as necessary for the

3. The term Information does not include information which:

without breach of this Agreement or breach of a similar agreement by a third-party;

(a) Has been or becomes published or is now, or in the future, in the public domain

(b) prior to disclosure hereunder, is property within the legitimate possession of the

Receiving Party which can be verified by independent evidence;

(c) subsequent to disclosure hereunder, is lawfully received from a third party having

rights therein without restriction of third party's or the Receiving Party's rights to disseminate the information

and without notice of any restriction against its further disclosure; or

had, either directly or indirectly, access to or knowledge of such Information which can be verified by

4. Information shall not, without the prior written consent of the Disclosing Party, be disclosed

to any person or entity other than employees or agents of Receiving Party who need to know the Information

(d) Is independently developed by the Receiving Party through persons who have not

and in those instances only to the extent justifiable by that need. The Receiving Party shall ensure that all such

entities and personnel comply with the terms of this Agreement. Receiving Party will not export any

Information in any manner contrary to the export regulations of the United States.

5. Without the written consent of i-POS or the Company will have no discussions,

correspondence, or other contact with their respective employee, representatives or agents.

6. All Information shall remain the exclusive property of the Disclosing Party, and the

Receiving Party shall have no rights, by license or otherwise, to use the Information except as expressly

provided herein. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise

conveyed by this Agreement with respect to the Information.

7. Receiving Party agrees to return to the Disclosing Party or destroy, and verify in writing its

destruction, all written, tangible or otherwise accessible material in any form (including electronic media such

as computer diskettes, CD-ROM, electronic copies or any material resident in the hard or external drive of any

computer) containing or reflecting any Information (including all copies, summaries, excerpts, extracts or other

reproductions) promptly following the Disclosing Party’s request. At the Disclosing Party’s option, the

Receiving Party will provide written certification of compliance with this Section.

8. Nothing in this Agreement shall impose any obligation upon either Party to consummate a

transaction, to enter into any discussion or negotiations with respect thereto, or to take any other action not

expressly agreed to herein. Neither Party shall have any obligation to the other for any action such other Party

may take or refrain from taking, based on or otherwise attributable to any information (whether or not

constituting Information) furnished to such other Party hereunder.

9. If Receiving Party is requested by a Governmental entity or other third party to disclose any

Information, it will promptly notify Disclosing Party to permit Disclosing Party to seek a protective order or

take other appropriate action. Receiving Party will also cooperate in Disclosing Party's efforts to obtain a

protective order or other reasonable assurance that confidential treatment will be afforded the Information. If,

in the absence of a protective order, Receiving Party, in the written opinion of its counsel addressed to

Disclosing Party, is compelled as a matter of law to disclose the Information, it may disclose to the party

compelling the disclosure only the part of the Information as is required by law to be disclosed (in which case,

prior to such disclosure, Receiving Party will advise and consult with Disclosing Party and its counsel as to

such disclosure and the nature and wording of such disclosure) and Receiving Party will use its best efforts to

obtain confidential treatment therefor.

10. This Agreement is intended to cover Information received by Receiving Party both prior to

and subsequent to the date hereof. Unless extended by mutual written consent of both Parties hereto this

Agreement shall expire either one (1) year from the date hereof or upon the termination of the evaluation or

pursuit of the Purpose, whichever first occurs, provided, however, that the Receiving Party’s obligations with

respect to the Information shall survive for three (3) years following the date of such termination of this

11. Disclosing Party acknowledges that the Receiving Party may currently or in the future be

developing information internally, or receiving information from other parties, that is similar to the

Information. Accordingly, nothing in this Agreement shall be construed as a representation or agreement that

the Receiving Party shall not develop, or have developed for it, products, concepts, systems or techniques that

are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in

the Information, provided that the Receiving Party does not violate any of its obligations under this Agreement

in connection with such development.

12. Because money damages may not be a sufficient remedy for any breach of the foregoing

covenants and agreements, the Disclosing Party shall be entitled to specific performance and injunctive and

other equitable relief as a remedy for any such breach of this Agreement in addition to all monetary remedies

available at law or in equity.

13. Disclosing Party makes no representation or warranty as to the accuracy or completeness of

the Information and Receiving Party agrees that Disclosing Party and its employees and agents shall have no

liability to Receiving Party resulting from any use of the Information.

14. Neither Party hereto shall in any way or in any form disclose, publicize or advertise in any

manner the discussions that give rise to this Agreement or the discussions or negotiations covered by this

Agreement without the prior written consent of the other Party.

15. This Agreement represents the entire agreement between the parties with respect to the

subject matter contained herein. This Agreement shall inure to the benefit of the respective parties, their legal

representatives, successors, and assigns. This Agreement shall be governed by and construed in accordance

with the laws of the State of New York.

16. If any provision of this Agreement is illegal or unenforceable, its invalidity shall not affect the

other provisions of this Agreement that can be given effect without the invalid provision. If any provision of

this Agreement does not comply with any law, ordinance or regulation, such provision to the extent possible

shall be interpreted in such a manner to comply with such law, ordinance or regulation, or if such interpretation

is not possible, it shall be deemed to satisfy the minimum requirements thereof. This Agreement may be

executed by facsimile and in counterpart copies.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

I-POS Systems, LLC.