Ambrosia Non-disclosure Agreement


NONDISCLOSURE AGREEMENT


AGREEMENT between Ambrosia Software, Inc. ("Ambrosia"), a New York
corporation and the undersigned individual. In consideration of each
party agreeing to disclose certain confidential proprietary information
to the other party, the parties hereto agree as follows:

 FIRST: From and after the date of this Agreement, termination or
        expiration notwithstanding, any information, correspondence,
        drawings, manuals, and  other documents transmitted or
        communicated by one party (the "Disclosing Party") to the other
        party (the "Receiving Party") and marked "confidential" or
        "proprietary", and any information or data orally described as
        "confidential" or "proprietary", or which the Receiving Party
        has reason to believe is such, shall be received and treated by
        the receiving party in secrecy and confidence, and shall not be
        disclosed by the Receiving Party to any person or firm without
        the prior express written consent of the Disclosing  Party.
        Such confidential and proprietary information may be
        disseminated within the Receiving Party's own organization only
        to the extent reasonably required for the proper evaluation of
        the Disclosing Party's products.

SECOND: Such restrictions on use or disclosure of information
        contained in the FIRST paragraph do not extend to any item of
        information which:

          i. is publicly known at the time of its disclosure to the
             Receiving Party,

         ii. is lawfully received by the Receiving Party from a third
             party  not bound in a confidential relationship to the
             Disclosed  Party,

        iii. is published or otherwise made known to the public by the
             Disclosed Party, or

         iv. was generated independently by the Receiving Party,
             provided, however that before making any use or
             disclosure in reliance on one of these exceptions, the
             Receiving Party shall give the Disclosing Party at least
             ten (10) business days' prior written notice specifying
             the applicable exception(s) and circumstances giving rise
             thereto.

  THIRD: Each party shall require each of its employees having access
         to confidential or proprietary information of the other party
         to enter into appropriate confidentiality agreements and shall
         use its best efforts to ensure compliance with the terms of
         such agreements.

 FOURTH: Upon three business days' written notice, each party agrees
         to return any  written confidential or proprietary
         information and all physical media on which software was
         received from the other party, with a letter declaring that
         the information which was contained thereon has in no way
         been reproduced or copied on to other media.

  FIFTH: Each party acknowledges that the other party shall not have
         an adequate remedy in the event it breaches this Agreement
         and that the other party will suffer irreparable damage and
         injury in such event, and it agrees that the other party, in
         addition to any other rights and remedies, shall be entitled
         to an injunction restricting it from committing or continuing
         any violation of this Agreement.

  SIXTH: If any provision of this Agreement shall, to any extent, be
         found to be invalid or unenforceable, the remainder of such
         invalid or unenforceable provision shall be reformed so as to
         be valid and enforceable to the full extent permitted by law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the date set
forth below.

Ambrosia Software, Inc.             DEVELOPER_NAME

   By:___________________________      By:___________________________ 

Title:___________________________   Dated:________________

Dated:_______________