NONDISCLOSURE AGREEMENT This…

                             NONDISCLOSURE AGREEMENT

    This Agreement is made as of the ___ day of __________, 200_ between XXXXX, Inc., a
Delaware corporation whose address is XXXXXX ("Company") and C. Scott Ananian, whose
address is ____________________________________________ (the "Receiving Party").

    Company and Receiving Party desire to enter into confidential discussions with respect to
potential employment (the "Business Purpose"). In order to pursue the mutual Business Purpose,
Company and Receiving Party recognize that there is a need for the Company to disclose to the
Receiving Party certain of its Confidential Information (as defined below) to be used by the
Receiving Party only for the Business Purpose and a need to protect the Company's Confidential
Information from unauthorized use and disclosure.

     In consideration of the Company's disclosure of such confidential information, the time and
effort required to explore the Business Purpose and the mutual agreements set forth herein, the
Receiving Party agrees as follows:

    1. Confidential Information. As used in this Agreement, "Confidential Information"
       means the information described in Exhibit A and any other information disclosed
       orally, in writing, or by any other medium, by Company to the Receiving Party of a
       competitively sensitive or proprietary nature, whether or not marked confidential or
       proprietary, including, without limitation, information relating to projects, designs,
       products, financial statements, forecasts, know-how, and trade secrets. The Company
       shall take reasonable steps to identify for the benefit of the Receiving Party and its
       respective personnel any Confidential Information, including using confidentiality
       notices on written material where appropriate.

    2. Exclusions. Confidential Information does not, however, include information that the
       Receiving Party can demonstrate:

       2.a). is now, or hereafter becomes, through no act or failure to act on the part of the
             Receiving Party, generally known or available to the public;

       2.b). was known by the Receiving Party before receiving such information from the
             Company;

       2.c). is hereafter rightfully obtained by the Receiving Party from a third party, without
             breach of any obligation to the Company; or

       2.d). is independently developed by the Receiving Party without use of or reference to the
             Confidential Information by persons who had no access to the Confidential
             Information.

    3. Obligations. The Receiving Party agrees:

              3.a). to hold the Confidential Information in strict confidence;

              3.b). not to disclose such Confidential Information to any third party except as
                specifically authorized herein or as specifically authorized by the Company
                in writing;

          3.c). to use all reasonable precautions, consistent with Receiving Party's treatment
                of its own Confidential Information of a similar nature, to prevent the
                unauthorized disclosure of the Confidential Information; and

          3.d). not to use any Confidential Information for any purpose other than the
                Business Purpose.

4. Permitted Disclosures. The Receiving Party may disclose the Confidential Information
   to its responsible employees and professional advisers with a bona fide need to know
   such Confidential Information, but only to the extent necessary to carry out the Business
   Purpose and only if such employees are advised of the confidential nature of such
   Confidential Information and the terms of this Agreement and are bound by a written
   agreement or by a legally enforceable code of professional responsibility to protect the
   confidentiality of such Confidential Information.

5. Required Disclosures. The Receiving Party disclose the Confidential Information if and
   to the extent that such disclosure is required by applicable law, provided that the
   Receiving Party uses reasonable efforts to limit the disclosure by means of a protective
   order or request for confidential treatment and provides the Company a reasonable
   opportunity to review the disclosure before it is made and to interpose its own objection
   to the disclosure.

6. Copies and Abstracts. To the extent necessary to carry out the Business Purpose, the
   Receiving Party may make copies or abstracts of the Confidential Information provided
   that all such copies and abstracts are themselves marked as confidential and provided
   that the Receiving Party maintains a written record of the distribution of all such copies
   and abstracts.

7. Return of Confidential Information. Upon the Company's request, the Receiving Party
   will promptly return to the Company all copies of the Confidential Information, will
   destroy all notes, abstracts, documents, computer files and other media that contain
   Confidential Information, and will provide to the Company a written certification of an
   officer of the Receiving Party that it has done so.

8. No Implied Licenses or Warranties. Nothing in this Agreement will be construed as
   granting any rights to the Receiving Party, by license or otherwise, to any of the
   Company's Confidential Information, except as specifically stated in this Agreement.
   All Confidential Information is provided "AS IS" and without any warranty, express,
   implied or otherwise, regarding its accuracy or performance.

9. Injunctive Relief. The Receiving Party acknowledges that the unauthorized use or
   disclosure of the Company's Confidential Information would cause irreparable harm to
   the Company. Accordingly, the Receiving Party agrees that the Company will have the
   right to obtain an immediate injunction against any breach or threatened breach of this
   Agreement, as well as the right to pursue any and all other rights and remedies available
       at law or in equity for such a breach.

    10. Term of Agreement. This Agreement applies to all Confidential Information that is
        disclosed during the period that begins on the date set forth above and ends six months
        thereafter. The obligations of this Agreement will remain in effect for five years after the
        date of the last disclosure of Confidential Information hereunder, at which time this
        Agreement will terminate.

    11. Applicable Law. This Agreement will be construed, interpreted and applied in
        accordance with the laws of The Commonwealth of Massachusetts (excluding its body
        of law controlling conflicts of law). This Agreement, including Exhibit A attached
        hereto, sets forth the complete and exclusive agreement of the parties regarding the
        subject matter of this Agreement and supersedes all prior agreements, understandings
        and communications, oral or written, between the parties regarding the subject matter of
        this Agreement. This Agreement is not, however, intended to limit any rights that the
        parties may have under trade secret, copyright, patent or other laws that may apply to the
        subject matter of this Agreement both during and after the term of this Agreement.



                                                   ___________________________________



By: ________________________________               By: ________________________________
   Name                                               Name
   Title                                              Title