This Agreement is made between Visual Information Services Corp. (VIScorp), a Nevada corporation, having offices at 111 North Canal Street, Suite 933, Chicago, Illinois 60606-7204, and __________________________________________________________________.

WHEREAS, the parties find it mutually beneficial to discuss business and technical matters relating to set-top boxes and/or Amiga computer hardware or software.

WHEREAS, it is in the interest of both parties to disclose, one party to the other, certain information that is considered confidential and proprietary in order to most effectively further the purpose of these discussions and only to further the purposes of these discussions,

NOW, THEREFORE, it is agreed as follows:

1. Information relating to the Business may be designated as confidential and/or proprietary by a party if it is reasonably held by that party to be relevant to the success of its business and it is not known to the public. A party that furnishes confidential information shall be designated the "Discloser". The party receiving such information shall be designated the "Recipient".

2. For the purpose of the Agreement, written information that is considered confidential or proprietary shall be so marked by the Discloser. Information that is furnished orally shall be considered confidential if the Discloser so indicated.

3. In addition to the above, furnished information shall be confidential if it is obvious from its content in the context under which it is furnished that it is confidential.

4. The Discloser may give notice in writing that written or verbal information that has been previously furnished, but not declared confidential, is in fact confidential. This information is to be treated as "Confidential" by the Recipient from the time of receipt of said notice. The Recipient is to make reasonable efforts to mark all written copies of such information under its control as "Confidential" or "Proprietary" and to make reasonable effort to inform the Discloser of any disclosures by the Recipient to third parties of such information that have occurred between the time of receipt of the information and receipt of notice that it is confidential. Recipient has no responsibility to attempt to control the use of such information by such a third party.

5. For a period of five (5) years from the date of receipt, all Confidential information shall be maintained in confidence by Recipient, shall not be disclosed to any third party, and shall be protected with the same degree of care as recipient normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. Recipient further agrees not to use any confidential information received from Discloser except for the purposes set forth herein.

6. The restrictions herein set forth shall not apply with respect to information designated by Discloser as Confidential which:
   1. Is known by Recipient at the time of receipt as evidenced by Recipient's records, or

   2. Is or becomes a part of the public domain without breach of the Agreement by Recipient, or

   3. Is obtained by Recipient from a third party under conditions permitting its disclosure to others, or

   4. Is independently developed by Recipient, or

   5. Is disclosed by Recipient pursuant to judicial action or Government regulations provided Recipient notifies Discloser prior to such disclosure and cooperates with Discloser in the event Discloser elects to legally contest and avoid such disclosure.

7. Except as expressly herein provided, this Agreement shall not be construed as granting or conferring, either expressly or implicitly, any rights, licenses, or relationships by the furnishing of Confidential information pursuant to the Agreement.

8. All tangible information, including drawings, specifications and other information furnished hereunder shall remain the property of the Discloser. If either party elects not to pursue any further business undertaking, Recipient (being either or both of the parties) shall promptly return all tangible information, including any and all copies or partial copies thereof.

9. This Agreement shall become effective as of date second written below and shall terminate two (2) years thereafter. Expiration of the term of the Agreement shall not relieve either party of any obligation set forth in Paragraph 5 with respect to Confidential information, and all such obligations shall continue until expiration of the period set forth in Paragraph 5.

10. This Agreement shall be subject to and construed in accordance with the laws of the State of Nevada in the United States of America.

IN WITNESS WHEREOF, this Agreement has been executed as of the date second written below.

Visual Information Services Corp.

By:                            By:

Name:                          Name:

Title:                         Title:

Date:                          Date:

Address:                       Address:



Phone:                         Phone:

FAX:                           FAX:

EMail:                         EMail: