CONFIDENTIALITY AGREEMENT

SPECIAL NOTE: This Confidentiality Agreement shall accompany the Trade Agreement entered into by the parties shown below. In such case as both Agreements cover a particular point, clause or agreement one contract if legally less comprehensive than the other shall not limit the other in its effect and effectively the point in question shall be enforceable under which ever contract more fully covers the point, clause or agreement in question. 
 
This Confidentiality Agreement (this "Agreement") is made effective as of September 01, 1999, between Waiora Mara Enterprises, of 212 Graham Valley Road, Motueka, New Zealand, and Dr. James Wilson, of 6558 East Cooper Street, Tucson, Arizona 85710.

In this Agreement, the party who owns the Confidential Information will be referred to as "Information Owner", and the party to whom the Confidential Information will be disclosed will be referred to as "Recipient".

Information Owner is engaged in administering natural health treatments, production and development of a range of natural therapy products and supplements, and sale of such products to clients and distributors.  Recipient is engaged in natural health therapy and distribution and/or sales of related products.  Information has been and will be disclosed to the Recipient for the purpose of allowing the Recipient to distribute or sell products provided by Information Owner to patients, clients and customers.  Information Owner has requested that Recipient will protect the confidential material and information which may be disclosed between Information Owner and Recipient.  Therefore, the parties agree as follows:

I.  CONFIDENTIAL INFORMATION.  The term "Confidential Information" means any information or material which is proprietary to Information Owner, whether or not owned or developed by Information Owner, which is not generally known other than by Information Owner, and which Recipient may obtain through any direct or indirect contact with Information Owner.

A. Confidential Information includes without limitation:
- business records and plans
- trade secrets
- technical information
- products
- inventions
- pricing structure
- discounts
- costs
- copyrights and other intellectual property
and other proprietary information.

B.  Confidential Information does not include:
- matters of public knowledge that result from disclosure by Information Owner
- information rightfully received by Recipient from a third party without a duty of confidentiality
- information independently developed by Recipient
- information disclosed by Recipient with the prior written consent of Information Owner
and any other information that both parties agree in writing is not confidential.

II.  PROTECTION OF CONFIDENTIAL INFORMATION.  Recipient understands and acknowledges that the Confidential Information has been developed or obtained by Information Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Information Owner which provides Information Owner with a significant competitive advantage, and needs to be protected from improper disclosure.  In consideration for the disclosure of the Confidential Information, Recipient agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of Information Owner.  In addition, Recipient agrees that:   

i.  No Copying/Modifying.  Recipient will not copy or modify any Confidential Information without the prior written consent of Information Owner.

ii.  Application to Employees.  Further, Recipient shall not disclose any Confidential Information to any employees of Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement.  Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Information Owner.

iii.  Unauthorized Disclosure of Information.  If it appears that Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Information Owner shall be entitled to an injunction to restrain Recipient from disclosing, in whole or in part, the Confidential Information.  Information Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

iv. Unauthorized Use of Information. Recipient agrees to not use Confidential Information otherwise for its own or any third party's benefit beyond what has been agreed upon by the Information Owner without the prior written approval of an authorized representative of the Information Owner

III.  RETURN OF CONFIDENTIAL INFORMATION.  Upon the written request of Information Owner, Recipient shall return to Information Owner all written materials containing the Confidential Information.  Recipient shall also deliver to Information Owner written statements signed by Recipient certifying that all materials have been returned within five (5) days of receipt of the request.

IV.  RELATIONSHIP OF PARTIES.  Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information.  This Agreement does not create any agency, partnership, or joint venture.

V.  NO WARRANTY.  Recipient acknowledges and agrees that the Confidential Information is provided on an AS IS basis.  Information Owner MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL Information Owner BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.  Information Owner does not represent or warrant that any product or business plans disclosed to Recipient will be marketed or carried out as disclosed, or at all.  Any actions taken by Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of Recipient.

VI.  LIMITED LICENSE TO USE.  Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above.  Recipient acknowledges that, as between Information Owner and Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Information Owner, even if suggestions, comments, and/or ideas made by Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

VII.  GENERAL PROVISIONS.  This Agreement sets forth the entire understanding of the parties regarding confidentiality.  Any amendments must be in writing and signed by both parties.  This Agreement shall be construed under the laws of the State of Arizona.  This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party.  The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.

VIII. SEVERABILITY.  The parties have attempted to limit the confidentiality provision so that it applies only to the extent necessary to protect legitimate business and property interests.  If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Any term(s) or condition(s) within this agreement that are not applicable or legally valid or binding in any particular state or country in question shall not invalid any of the other remaining terms and conditions which shall remain fully binding and legally effective to the full extent of the law or legal system in question.

Information Owner:
Waiora Mara Enterprises

By:	_____________________________ on this ______day of _______________1999
Earl Conroy
Director

Recipient:
Dr. James Wilson

By:	_______________________________ on this ______day of _______________1999
Dr. James Wilson

Final Checklist for Confidentiality Agreement
Information Owner:  Waiora Mara Enterprises
Recipient:  Dr. James Wilson
September 19, 1999

Make It Legal

_____	The Confidentiality Agreement should be signed by both parties and becomes effective as of the date specified in the Agreement.

_____	It is advisable to sign two copies of the Agreement so that each party will have a copy with original signatures.

Copies

Give a signed copy of the document to:

_____	Waiora Mara Enterprises

_____	Dr. James Wilson

Other Information

*	It is not necessary that the signatures be witnessed or notarized.

*	It is helpful for both parties if Waiora Mara Enterprises clearly marks all pages of all documents as "Confidential" before releasing such information to Dr. James Wilson.

*	In addition, Waiora Mara Enterprises may wish to maintain a list of all documents provided to Dr. James Wilson and/or make a copy of all such documents.

*	Original copies should be kept in a fire-proof and secure location.

Reasons to Update

*	Change in the conditions or terms of the Agreement.