This Non-Disclosure and Non-Circumvention Agreement ("Agreement") is made effective as of the signing date,

By and between:

Gogiro Internet Group, Inc. 100-7382 Winston Street, Burnaby, BC ("Gogiro").

And the party of whom accepts this agreement ("The Party")

Gogiro is engaged in the development, marketing and distribution of online business applications, and the development, marketing and distribution of equipment and technology necessary to promote, sell and deliver such applications.

Each party desires to receive Confidential Information from the other exclusively for the limited purpose of evaluating in good faith the suitability of entering into a licensing agreement between them and for no other purpose unless the parties otherwise agree in writing. Both parties recognize the importance of safeguarding such Confidential Information against unauthorized use or disclosure.

THEREFORE, in consideration of the disclosures made hereunder, and covenants entered into herewith, Gogiro and The Party are willing to disclose such information to each other under the following conditions:

Protection of Intellectual Property

Each party's Confidential Information shall be supplied to the other party in written, Internet-based, multimedia, graphic, photographic, recorded, prototype, sample, or in any other tangible form and shall be identified as being disclosed under this Agreement. Any Confidential Information which is disclosed in oral form shall be identified as such at the time of disclosure. Confidential materials delivered to the recipient during the course of this Agreement, will be maintained in strict confidence and the recipient will not disclose any Confidential Information to any third party without prior written consent from the disclosing party. The Party will not in any way circumvent Gogiro or any of the other parties involved in any of the transaction(s) the parties are desirous of entering into; and will not disclose any names, addresses, telephone or telefax numbers, e-mails, websites, locations, leases, claims, information technology, production processes, transaction items, business plans, financial projections, nor discuss or disclose any other aspect of said transaction that would in any way compromise the confidentiality of this understanding with relation to joint-venture partners, corporate acquisition or merger candidates, investment opportunities or sources of capital identified by Gogiro. The Party recognizes that the contract, contacts, and company information being disclosed by Gogiro are to be considered confidential and exclusively the property of Gogiro. And, that they will not enter into or disclose any information with any third party, nor enter into any type of direct negotiation(s) or transaction(s) with such contacts or any of its employees, officers, directors, or agents, without the specific written approval from Gogiro.

Recipient's Obligations.

Recipient agrees to maintain in confidence all Confidential Information, which shall remain the sole and exclusive property of the disclosing party. Recipient agrees to preserve and protect the secrecy and confidentiality of Confidential Information, not disclose Confidential Information to any third party without express permission from the disclosing party other than to employees or agents who have a need to know the Confidential Information. Upon the disclosing party's request, shall return, delete or destroy all copies of the Confidential Information. Each party agrees to not make, use, sell, offer for sale, or have made, any product or service based upon the Confidential Information provided to it. Each party further agrees not to reverse engineer or disassemble the technology disclosed to it.

Non-Circumvention

The Party agrees with Gogiro that he or she will not, at any time in which this agreement is in effect, missuse confidential information directly or indirectly in a form that would cause damages to Gogiro, or use confidential information to conduct any Enterprise that will compete directly with Gogiro for the duration of this Agreement. The parties to the Agreement recognize that breach by The Party would result in damages to Gogiro and that Gogiro could not adequately be compensated for such damages by monetary award. Accordingly, The Party agrees that in the event of any such breach, in addition to all other remedies available to Gogiro at law or in equity, Gogiro shall be entitled as a matter or right to apply to a court of competent equitable jurisdiction for such relief by way of retaining order or injunction.

General Provisions

Entire Agreement: Amendments, Modifications and Waiver. This Agreement, together with all Exhibits hereto, constitutes the entire understanding and agreement of the parties with respect to its subject matter, and supersedes all prior understandings and agreements, whether written or oral, with respect to such subject matter. No waiver, modification, or amendment of any provision of this Agreement will be effective unless it is in writing and signed by the parties without limiting the foregoing, no waiver shall be implied by or deemed to have occurred on account of any course of conduct or dealing. This document shall in no way be construed as being an agreement of partnership in such a way that any of the individual parties to this Agreement shall have any claim against any separate dealings, ventures, or assets of any other party, nor shall any party be liable for any other party's commitments or liabilities in business or personal dealings or situations.

Term. The obligations of the parties under this agreement shall terminate on the third anniversary of the date of this agreement.

Severability. If any provision of this Agreement or the application thereof, shall for any reason and to any extent be determined by any tribunal of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The parties further agree that any such invalid or unenforceable provisions shall be deemed replaced with valid and enforceable provisions that achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provisions.

Governing Law. This Agreement shall be construed under the laws of the Province of British Columbia.

Counterparts. This Agreement may be signed in counterparts.

IN WITNESS WHEREOF, This Agreement shall be effective on the date signed and constitutes upon execution by the parties a legally binding NON-DISCLOSURE AND NON-CIRCUMVENTION RELATIONSHIP AGREEMENT.

The parties hereto have executed this Agreement on the dates as specified on the accepted and posted form.