MUTUAL NONDISCLOSURE AGREEMENT This Mutual Nondisclosure Agreement, effective as of2005, is being entered into betweenand[insertcorrect company name and address](“Company") relativetoConfidiential Information sup plied to CitectPty. Ltd's China operations “Citect") for the

Contract No:Contract 003 for Software Supply and Serviceseffective October 15, 2003.

1, The Company and ESI each agree not to divulge tothird parties, without the prior written consent of the other,any confidential information obtained from or through theother in connection with the performance of this Agreement(the“Confidential Information". including the terms of thisAgreement. Confidential Information may include, withoutlimitation, trade secrets, processes, formulae, source codematerials, specifications, programs, software packages,test results, technical know-how, methods and proceduresof operation, business or marketing plans, customer lists,proposals, and licensed documentation. The Company andESI hereby confirm that they will not use any confidentialInformation of the other party, except in furtherance of thepurpose(s) set forth hereinabove, and agree that each willalso take all reasonable steps to prevent its employees andconsultants from using or disclosing any of the otherparty's Confidential Information except as required for theperformance of their duties hereunder. ESI and theCompany will mark all Confidential Information with theword "Confidential" and will instruct their employees toidentify as confidential any such information which is not inwritten form. Any information disclosed orally shall befollowed by a written confirmation thereof,specifying thedate and subject of the disclosure, within

thirty (30) days.

2. Information shall not be considered confidential if it:

a. is contained in a printed publication prior to the dateof this Agreement; or

b. is or becomes publicly known through no wrongfulact or failure to act on the part of the receiving party; or

C. is rightfully known by the receiving party without anyproprietary restrictions at the time of receipt of suchinformation from the disclosing party or becomes rightfullyknown to the receiving party without proprietary restrictionsfrom a source other than a party to this Agreement; or

d. is required by law to be disclosed by the receivingparty; provided that the receiving party promptly notifiesthe other party and takes reasonable steps to limit suchdisclosure permissible under law; or

e. is independently developed by any employee oragent of the receiving party who has not had access to orbeen informed of the information in question.

3. Information disclosed under this Agreement shallnot be deemed to be within the foregoing exceptionsmerely because such information is embrace moregeneral information in the public domain or in the receivingparty's possession. In addition, any combination offeatures shall not be deemed to be within the foregoingexceptions merely because individual features are in thepublic domain or in the receiving party's possession, butonly if the combination itself and its principle of operationare in the public domain or in the receiving party'spossession.

4．Unlessor the Company requests otherwise,each party may destroy the other party's ConfidentialInformation in its possession after it is no longer