CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement("Agreement") is made and effective the [Date] by and between GreenlineIndustries("Owner") and [Recipient] ("Recipient").

1. Confidential Information.

Owner proposes to disclose certain of itsconfidential and proprietary information (the "ConfidentialInformation") to Recipient. Confidential Information shall include all data, materials, products,technology, computer programs, specifications, manuals, business plans,software, marketing plans, financial information, and other informationdisclosed or submitted, orally, in writing, or by any other media, to Recipientby Owner. Confidential Informationdisclosed orally shall be identified as such within five (5) days ofdisclosure. Nothing herein shallrequire Owner to disclose any of its information.

2. Recipient's Obligations.

A. Recipient agrees that the Confidential Information is to be consideredconfidential and proprietary to Owner and Recipient shall hold the same inconfidence, shall not use the Confidential Information other than for thepurposes of its business with Owner, and shall disclose it only to itsofficers, directors, or employees with a specific need to know. Recipient will not disclose, publish orotherwise reveal any of the Confidential Information received from Owner to anyother party whatsoever except with the specific prior written authorization ofOwner.

B. Confidential Information furnished in tangible form shall not beduplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipientshall return all Confidential Information received in written or tangible form,including copies, or reproductions or other media containing such ConfidentialInformation, within ten (10) days of such request. At Recipient's option, any documents or other mediadeveloped by the Recipient containing Confidential Information may be destroyedby Recipient. Recipient shall providea written certificate to Owner regarding destruction within ten (10) daysthereafter.

3. Term.

The obligations of Recipient herein shall beeffective [Non-Disclosure Period] from the date Owner last discloses anyConfidential Information to Recipient pursuant to this Agreement. Further, the obligation not to discloseshall not be affected by bankruptcy, receivership, assignment, attachment orseizure procedures, whether initiated by or against Recipient, nor by therejection of any agreement between Owner and Recipient, by a trustee ofRecipient in bankruptcy, or by the Recipient as a debtor-in-possession or theequivalent of any of the foregoing under local law.

4. Other Information.

Recipient shall have no obligation underthis Agreement with respect to Confidential Information which is or becomespublicly available without breach of this Agreement by Recipient; is rightfullyreceived by Recipient without obligations of confidentiality; or is developedby Recipient without breach of this Agreement; provided, however, suchConfidential Information shall not be disclosed until thirty (30) days afterwritten notice of intent to disclose is given to Owner along with the assertedgrounds for disclosure.

5. No License.

Nothing contained herein shall be construedas granting or conferring any rights by license or otherwise in any ConfidentialInformation. It is understood andagreed that neither party solicits any change in the organization, businesspractice, service or products of the other party, and that the disclosure ofConfidential Information shall not be construed as evidencing any intent by aparty to purchase any products or services of the other party nor as anencouragement to expend funds in development or research efforts. ConfidentialInformation may pertain to prospective or unannounced products. Recipient agrees not to use anyConfidential Information as a basis upon which to develop or have a third partydevelop a competing or similar product.

6. No Publicity.

Recipient agrees not to disclose itsparticipation in this undertaking, the existence or terms and conditions of theAgreement, or the fact that discussions are being held with Owner.

7. Governing Law and Equitable Relief.

This Agreement shall be governed andconstrued in accordance with the laws of the United States and the State of[State of Governing Law] and Recipient consents to the exclusive jurisdictionof the state courts and U.S. federal courts located there for any disputearising out of this Agreement. Recipient agrees that in the event of any breach or threatened breach byRecipient, Owner may obtain, in addition to any other legal remedies which maybe available, such equitable relief as may be necessary to protect Owneragainst any such breach or threatened breach.

8. Final Agreement.

This Agreement terminates and supersedes allprior understandings or agreements on the subject matter hereof. This Agreement may be modified only bya further writing that is duly executed by both parties.

9. No Assignment.

Recipient may not assign this Agreement orany interest herein without Owner's express prior written consent.

10. Severability.

If any term of this Agreement is held by acourt of competent jurisdiction to be invalid or unenforceable, then thisAgreement, including all of the remaining terms, will remain in full force andeffect as if such invalid or unenforceable term had never been included.

11. Notices.

Any notice required by this Agreement orgiven in connection with it, shall be in writing and shall be given to theappropriate party by personal delivery or by certified mail, postage prepaid,or recognized overnight delivery services.

If to Owner:

Greenline Industries

24 Tiburon St.

San Rafael, CA 94901

If to Recipient:

[Recipient]

[Recipient's Address]

12. No Implied Waiver.

Either party's failure to insist in any oneor more instances upon strict performance by the other party of any of theterms of this Agreement shall not be construed as a waiver of any continuing orsubsequent failure to perform or delay in performance of any term hereof.

13. Headings.

Headings used in this Agreement are providedfor convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties haveexecuted this Agreement as of the date first above written.

[Signature]