Mutual Nondisclosure Agreement This Mutual Nondisclosure Agreement

							                                            Mutual Nondisclosure Agreement

This Mutual Nondisclosure Agreement is made by and among GEOPRAXIS, INC. AND ITS SUBSIDIARIES (hereinafter
referred to as "GeoPraxis"), a California corporation, and
        Name: __________________________________________ (“Company”)
        Address: __________________________________________

         Name: __________________________________________ (“Individual”)
         Address: __________________________________________

GeoPraxis, Company and Individual intend to discuss a possible business transaction between the parties. In the
course of those discussions, Company and Individual will disclose to GeoPraxis, and GeoPraxis will disclose to
Company and Individual, certain information that the disclosing party considers to be secret and confidential information
("Confidential Information"). In consideration for such disclosure, GeoPraxis, Company and Individual each agree to the
following restrictions regarding disclosure and use of the others Confidential Information:

         1. Each party will exercise best efforts to protect the Confidential Information from unauthorized disclosure or
         use;
         2. Confidential Information will be disclosed only to employees, officers and directors of the receiving party on
         a need to know basis. Each such employee, officer or director receiving such information will be informed of its
         confidential nature and the terms of this Mutual Nondisclosure Agreement;
         3. Confidential Information will be used solely for the purpose of evaluating a possible business transaction
         between GeoPraxis and Company; and
         4. At any time, upon the request of the disclosing party, the receiving party will return any and all tangible
         incidents of the Confidential Information provided by the disclosing party, and destroy any copies or other
         reproductions or extracts thereof.

The parties understand and agree that the foregoing restrictions shall not apply to any part of the Confidential
Information which (a) was at the time of disclosure or thereafter becomes generally available other than as a result of a
disclosure by the receiving party, (b) was at the time of disclosure already known to the receiving party, or (c) is lawfully
obtained after the time of disclosure by the receiving party from a third party under no obligation of confidence to the
disclosing party.

In addition to the obligations set forth above, the parties agree that they will not disclose the fact that discussions or
negotiations are taking place concerning a possible business transaction between the parties.

This Mutual Nondisclosure Agreement constitutes the entire agreement and understanding between GeoPraxis,
Company and Individual and supersedes any prior agreement and understanding relating to the subject matter of this
Agreement. This agreement, upon execution, constitutes a valid and binding agreement on the parties enforceable in
accordance with its terms and may be modified or amended only by a written instrument executed by GeoPraxis,
Company and Individual.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement effective as of the ____ day
of ______________, 2001.

“Company”                                          GeoPraxis

By:      ____________________________                       By: _______________________________

Name: ____________________________                          Name: ____________________________

Title:   ____________________________                       Title:   ____________________________

“Individual”                                                205 Keller St. #202, Petaluma, CA 94952

By: _______________________________

Name: ____________________________

Title:   ____________________________
                Mutual Nondisclosure Agreement Directions



1. Print out two copies.
2. If you are representing a Company fill out the Company portions of
   the agreement, and if you are representing yourself fill out the Individual
   portions. Do not forget to enter the address information.
3. Sign both copies of the agreement.
4. Mail both copies to the address below.
5. A GeoPraxis representative will sign both copies and return one to you.


Questions? Contact Tom Conlon at 707.766.7010.




                      GeoPraxis, Inc
                      205 Keller Street, Suite 202
                      Petaluma, CA 94952

                      Attn.: Tom Conlon