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PJ Connect - Potential Purchaser CA

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					[ON LETTERHEAD OF POTENTIAL PURCHASER] [Date] Friendster, Inc. c/o Seung Lee Morgan Stanley Services Limited c/o Morgan Stanley Asia Limited 46th Floor International Commerce Centre 1 Austin Road West, Kowloon Hong Kong CONFIDENTIALITY AGREEMENT Dear Sirs, In connection with our possible interest in purchasing Friendster, Inc. (the "Business") (the “Possible Transaction”), you, the Business and Morgan Stanley Services Limited ("Morgan Stanley") are and will be furnishing us or our representatives with certain business, technical, financial and other information about the Business which is either non-public, confidential or proprietary in nature and which may be disclosed in written, oral or other form. This information furnished to us or our representatives, together with analyses, compilations, forecasts, studies, interpretations, notes or other documents prepared by us, our agents, representatives (including, but not limited to, lawyers, accountants, consultants and financial advisers) or employees which contain or otherwise reflect such information or our review of, or interest in, the Business or any of the foregoing is hereinafter referred to as the "Information". In consideration of your furnishing us with the Information, we agree that: 1. The Information will be kept confidential and shall not, except as provided in this paragraph and in paragraph 6 below, without your prior written consent, be disclosed either directly or indirectly by us, or by our agents, representatives (including only attorneys, accountants and financial advisors), officers, directors, employees affiliates, lenders or investors (together, "Representatives"), in any manner whatsoever, in whole or in part, and shall not be used by us or by our Representatives, for any purpose whatsoever other than for the purpose of evaluating the Possible Transaction described above. Moreover, we agree to reveal the Information only to such of our Representatives who need to know the Information for the purpose of evaluating the Possible Transaction described above, who are informed by us of the confidential nature of the Information and who shall agree in writing to act in accordance with the terms and conditions of this Agreement. We shall procure that all of our Representatives to whom such disclosure is

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made will act in accordance with the terms of this Agreement as if each of them were a party hereto, and we agree that we shall be responsible to you for any breach of this Agreement by us or by any of our Representatives. Additionally, we will not export or reexport any Information except in compliance with all United States and other export control laws and regulations. We agree to take such steps to protect the Information as we would for our own most confidential business information, but no less than reasonable steps. In addition to the foregoing, you agree that access to technical information will be limited to specifically named individuals approved in advance in writing by us. 2. We acknowledge that the disclosure of our interest in a Possible Transaction could have a material adverse effect on the Business if for any reason a Transaction Agreement is not consummated or a disclosure is made prior to the closing of a Possible Transaction. Without your prior written consent, except as provided for in paragraphs 1 and 6, we and our Representatives will not, directly or indirectly, (i) disclose to any person or entity the existence of this agreement, the fact that the Information has been made available, that discussions or negotiations are taking place or have taken place concerning a Possible Transaction involving us and the Business or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof nor will we make any announcement of any of the matters referred to above or of our possible interest in the Business or (ii) contact any past, current or prospective customers or suppliers of the Business. The term “person” as used in this agreement shall be broadly interpreted to include, without limitation, any corporation, the Business, governmental agency or body, stock exchange, partnership, association or individual. 3. We shall keep a record of all Information furnished to us and of the location of any such tangible Information, a copy of which record will be made available to you. All copies of the Information, except for that portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us or by our Representatives will be returned to Morgan Stanley immediately upon your or Morgan Stanley's request and no copy or extract thereof, whether in whole or in part, will be retained by us. That portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us or by our Representatives, will be destroyed upon your or Morgan Stanley's request and any oral Information will continue to be subject to the terms of this Agreement. Such destruction will be certified by a director in writing to you. 4. The term Information shall not include such portions of the Information which we can show (i) are generally available to the public other than as a result of a disclosure or other default by us or by our Representatives or (ii) are or become available to us without restriction from a source other than you, Morgan Stanley or any of your or their respective Representatives, provided that such source is not prohibited from disclosing such information to us by any legal, contractual or fiduciary obligation to you of which we may be aware after reasonable investigation. 5. We acknowledge that neither you, Morgan Stanley, nor any of your or their respective subsidiaries, associated companies, or Representatives makes any express or implied

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representation or warranty as to the accuracy or completeness of the Information, and that each of you, Morgan Stanley and your and their respective subsidiaries, associated companies, stockholders, owners, advisors, and Representatives expressly disclaim any and all liability that may be based on the Information (or our use thereof), errors therein or omissions therefrom. We agree that we are not entitled to rely on the accuracy or completeness of the Information and that we shall be entitled to rely solely on the representations and warranties made to us in any final purchase agreement for a Possible Transaction (the “Transaction Agreement”) when and if such Transaction Agreement is executed and delivered by all parties thereto, subject to such limitations and restrictions as are specified therein. The term “Transaction Agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by us. We also agree that no contract providing for a Possible Transaction shall exist between you and us unless and until a Transaction Agreement has been fully executed and delivered, and we hereby waive any claims in connection with the Possible Transaction, or the lack thereof, unless and until such a Transaction Agreement has been fully executed. We also agree that unless and until a Transaction Agreement has been fully executed, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect thereto except, in the case of this agreement, for the matters specifically agreed to herein. We further agree that (i) you may conduct any process relating to investment in or sale of the Business or otherwise as you in your sole discretion shall determine (including, without limitation, negotiating with any prospective buyer and entering into a transaction agreement without prior notice to us or to any other person), (ii) any procedures relating to any such transaction may be changed at any time without notice to us or any other person and (iii) we shall not have any claims against you, or any of your respective stockholders, owners, advisors, or Representatives arising out of or relating to the decision whether or not to proceed with the Possible Transaction or any other transaction. 6. In the event that we become compelled (pursuant to any law or regulation or the requirements of any stock exchange or other regulatory organisation, with whose rules we are required to comply) to disclose all or any part of the Information, the existence of this agreement, the fact that Information has been made available, that discussions or negotiations are taking place or have taken place concerning the Possible Transaction or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, we shall promptly (and, in any event, before complying with any such requirement) notify you in writing of the same and of the action which is proposed to be taken in response, and consult with and assist you in seeking a protective order or other appropriate remedy. In the event that such remedy is not obtained or that you waive compliance with the provisions hereof, we shall take full account of any reasonable representations made by you, whether concerning resistance to the requirement or the form, manner or extent of disclosure, and we shall only disclose Information to the extent that we are advised by written opinion of our legal advisers we are so compelled to disclose, and we will exercise our best efforts to ensure that to the maximum extent

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possible in the circumstances confidential treatment will be accorded the Information. Without limiting the foregoing, we agree that (i) no public disclosure with respect to any discussions concerning a Possible Transaction is now required by any securities laws or similar requirements related to general disclosure and if we determine that such disclosure is required in the future, no such disclosures shall be made unless and until we consult with you regarding the necessity and form of any such disclosure; and (ii) except as required by applicable law, no government or regulatory filings shall be made with respect to a Possible Transaction except pursuant to mutual agreement of the parties with respect to the making and the form and content of any such filings. 7. Without the prior written consent of the Business, neither we nor any of our subsidiaries or associated companies or Representatives will, for a period of three (3) years from the date of this letter, either directly or indirectly, solicit for employment any employees or consultants of the Business or any of their respective subsidiaries or associated companies. 8. No failure or delay by you in exercising any right under this Agreement shall operate as a waiver thereof, and no variation shall be effective, unless in writing and signed by you. 9. We acknowledge that remedies at law may be inadequate to protect against breach of this Agreement, and we hereby in advance agree to the granting of appropriate equitable relief in your favour without proof of actual damages and without requiring you to post a bond. Such remedy shall be in addition to all other remedies available at law. 10. This Agreement shall be governed by, and construed in accordance with, the laws of California without regard to its conflict of laws provisions. Any dispute, controversy or claim arising out of or relating to this Agreement shall be finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary herein, either party shall have the right to seek injunctive relief in any court of competent jurisdiction. 11. This agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver. 12. If any term or provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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13. This Agreement shall cease to apply three (3) years from the date hereof. Yours faithfully, [NAME OF POTENTIAL PURCHASER] By: ______________________________ Title: ______________________________ Date: ______________________________

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