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MUTUAL NON-DISCLOSURE AGREEMENT

Confidential 1 of 3

This Non-Disclosure Agreement (“Agreement”) effective as of the last date mentioned below is made by and between Star Solutions

International Inc. (“Star Solutions”) and its subsidiaries and the party whose name and address is set forth below (each of whom

shall be hereinafter referred to as the “Disclosing Party” or the “Receiving Party”, or individually as a “Party” and collectively as the

“Parties”, as appropriate). The Parties wish to explore a business opportunity of mutual interest and in connection with this

opportunity, each Party may disclose to the other certain confidential information which the Disclosing Party desires the Receiving

Party to treat as confidential. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and the

mutual disclosure of confidential information to each other, the Parties hereto agree as follows:

1. Confidential Information

(a) "Confidential Information" shall mean any nonpublic information that the Disclosing Party specifically marks and designates,

either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as

confidential. "Confidential Information" includes, but is not limited to, written or printed documents, product schematics or drawings,

descriptive material, specifications, source code or object code, sales and customer information, the Disclosing Party's business

policies or practices, information received from others that the Disclosing Party is obligated to treat as confidential, computer disks,

tapes, software, hardware, source codes, product architecture and compact disks, whether machine or user readable.

(b) "Confidential Information" shall not include any materials or information which the Receiving Party shows: (i) is at the time of

disclosure generally known by or available to the public or which becomes so known or available thereafter through no fault of the

Receiving Party; or (ii) is legally known to the Receiving Party at the time of disclosure; or (iii) is furnished by the Disclosing Party to

third parties without restriction; or (iv) is furnished to the Receiving Party by a third party who legally obtained said information and

the right to disclose it without any confidentiality obligations; or (v) is developed independently by the Receiving Party where the

Receiving Party can document such independent development without reference to the Disclosing Party’s Confidential Information.

2. Restrictions

(a) Receiving Party shall not directly or indirectly use, disclose, reproduce, summarize or distribute any Confidential Information for

purposes other than the contemplated potential business opportunity or as otherwise expressly authorized in writing by the Disclosing

Party. However, the Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order,

provided the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure and shall comply with any

applicable protective order or equivalent.

(b) Receiving Party shall treat all Confidential Information of the Disclosing Party with the degree of care it accords to its own

Confidential Information, but in no event less than a reasonable degree of care. Receiving Party agrees to segregate, or at least label,

all such Confidential Information to prevent commingling with confidential materials of other parties. Receiving Party may disclose

Confidential Information only to the Receiving Party's employees or consultants and only on a need-to-know basis. Receiving Party

shall instruct all employees and consultants given access to the Confidential Information to maintain confidentiality and to refrain

from making unauthorized copies. All entities and individuals to whom Confidential Information is disclosed, must be bound by

written confidentiality obligations at least as stringent as those contained herein.

3. Rights and Remedies

(a) Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of

Confidential Information, or any other breach of this Agreement by the Receiving Party, and will cooperate with the Disclosing Party

in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent further

unauthorized use or disclosure.

(b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information then in the Receiving

Party's possession or control at the Disclosing Party's request or, at the Disclosing Party's option, certify destruction of such

information or materials in writing.

(c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for damages resulting from the unauthorized

disclosure of Confidential Information and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to

seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

Summary of content (3 pages)

PAGE 1
MUTUAL NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Agreement”) effective as of the last date mentioned below is made by and between Star Solutions International Inc. (“Star Solutions”) and its subsidiaries and the party whose name and address is set forth below (each of whom shall be hereinafter referred to as the “Disclosing Party” or the “Receiving Party”, or individually as a “Party” and collectively as the “Parties”, as appropriate).
PAGE 2
MUTUAL NON-DISCLOSURE AGREEMENT (d) Disclosing Party may visit the Receiving Party’s premises, with reasonable prior written request and during normal business hours, to review the Receiving Party’s compliance with the terms of this Agreement. 4. Term This Agreement covers the disclosure of all Confidential Information for a period of three (3) years commencing as of the last date written below. Either party may terminate this Agreement by providing thirty (30) days written notice to the other party.
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MUTUAL NON-DISCLOSURE AGREEMENT (i) This Agreement shall be construed and controlled by the laws of the Province of British Columbia, without application of its conflict of laws principles. For purposes of this Agreement, both Parties further consent to jurisdiction of the courts in the Province of British Columbia.