Non-Disclosure Agreement

PROPRIETARY AND CONFIDENTIAL

This Agreement is effective as of the day of accessing this document, by and between Charged Motion, Inc, TRISTRAM W. METCALFE III, and WALTER T. CARDWELL, JR, having a place of business at 142 Main Street,Northampton, MA 01060 (hereinafter "Charged Motion and Associates"), and anyone viewing this document(hereinafter "Confidant").

Whereas, Charged Motion and Associates own and are developing further proprietary technical, nontechnical, and business information relating to the company Charged Motion, Inc and the invention described below, and applicationst hereof, all of which Charged Motion and Associates wish to keep secret and confidential ("Confidential Information");

Whereas, Charged Motion and Associates intend to create a new Corporation to be called The Electrostatic Propulsion Consortium or EPC that will conduct research in all aspects of electrostatic propulsion that it deems relevant with the goal of making available only to members of the consortium the results of that research, the proprietary technical, non technical, and business information relating to the company Charged Motion, Inc and The Electrostatic Propulsion Consortium and the invention described below, and applications thereof, all of which Charged Motion and Associates wish to keep secret and confidential("Confidential Information").

Whereas, Confidant desires to have access to the Confidential Information or portions thereof for whatever reason,and has acknowledged the confidentiality of the Confidential Information, and agreed to receive and hold it in confidence; Now, Therefore, in consideration of the premises and of the obligations hereinafter set forth, IT IS AGREED as follows:

1. Confidant will not use any aspect of the Confidential Information for any purpose other than that expressly set forth herein wihout Charged Motion's and the Associates listed above prior written consent.
   
   
2. Confidant will maintain the Confidential Information in confidence, and will not disclose any aspect of the Confidential Information to third parties without prior written consent of Charged Motin's and the Associates listed above.
   
   
3. The nonuse, confidentiality and nondisclosure obligations of this Agreement will not apply to any information which now or hereafter becomes generally and conveniently available to the public other than through breach of this Agreement or through any other act of Confidant or Confidant's agents which releases the information, or breach any other Non-Disclosure and Secrecy Agreement to which Charged Motion and/or Associates are a party. Nor will the nonuse, confidentiality and nondisclosure obligations of this Agreement apply to any information which Confidant can demonstrate from Confidant's own written records to have been already been in Confidant's possession, provided that in such event, Confidant so notifies Charged Motion and provides copies and such records within 60 days after Confidant's first receipt of any such information from Charged Motion and/or Associates.
   
   
4. This Agreement does not grant to Confidant any license or rights under or to any aspect of the Confidential Information, or under any Letters Patent which have or may issue based thereon or relating thereto, nor is there any implied obligation of Charged Motion or the Associates to grant such license or right to Confidant in the future.
   
   
5. In the event of a release or the threat or possibility of release of the Confidential Information by Confidant, Confidant agrees that Charged Motion and/or the Associates shall be entitled to an immediate Injunction from any court of competent jurisdiction preventing such release, and if released, an Injunction requiring the return of the information. Confidant, by viewing this document, stipulates to the value of the Confidential Information, concedes that Charged Motion and/or the Associates will be greatly damaged by such a release and waives notice of the hearing on the Injunction and the right to be present and defend.
   
   
6. If Confidant breaches this Agreement, Confidant agrees to forfeit any investments made to develop the Confidential Information and agrees to reimburse, indemnify and save Charged Motion and Associates harmless for all past, present and future costs, expenses, damages and profits that Charged Motion and Associates and all other investors in the Confidential Information have or will incur or enjoy.
   
   
7. This Agreement states the entire Agreement between the parties concerning the use and disclosure of Confidential Information. Any addition or modification to this Agreement must be made in writing and signed by all parties. This Agreement is to be interpreted in accordance with the law of Massachusetts, without regard to the conflicts of law provisions therein.