Telephone Numbers: Law Offices of copier Numbers (18) 784-7848 LeWINTER & ROSMAN (818) 784.5006 (310) 551-2606 A Professional Corporation (818) 784-9824 16255 Ventura Boulevard, Suite 600 Encino, CA 91436 FACSIMILE TRANSMITTAL SHEET Telecopier No.: (805) 594-1136 FOR IMMEDIATE DELIVERY Telephone No.: (805) 773-0788 To: MR. HASSAN MIAH SENT Dae: April 27, 1999 From: RICHARD D. ROSMAN, ESQ. No. of Pages Being Sent (including Cover Page): _6 _ Subject: Please see attached File No.: 446,005.11 NOTE: This message is intended forthe Confidential use of the designated Recent ramed above, This message may be an atorney cient | communication and, as Such, is PRIVILEGED und CONFIDENTIAL, or exempt from disclosure under applicable federal or sate law. If te reader of this message is ot the intended recipient or an agent responsible for delivering i othe interded recipient, you are hereby | ‘otfied that any review, dissemination, distribution or urauthorized copying of this message of this message is strictly prohibited. | you have eve hs commun in err, plese immetinel ott sender rhs ice by lephone a eu te origi | tl message 0 us by mail. Thank you for your cooperation, Comments/Remarks: Hassan - Here is a brief description of Eliot Bernstein’ with Eliot? idea and letter from his patent lawyer. Have you talked Give me a call to discuss how your new business plans are proceeding sent Oe Ric rd D, Rosmanns - our third eye to the world Executive Summary Avdiewit intends to establish itself as the lead lobal company in virtual multimedia internet product display, thereby defining the next level of internet portal for E-Commerce. iviewit's "patent pending” speed and imagery technologies, will differentiate L View t from portals such as Lycos, Excite, AOL, Yahoo and Ebay, and create a brand new internet E-commerce platform. Within the iviewit web, products represented are in a high definition "HD WEB" virtual lity environment where the end user can control and mai ulate the product environment to view multifaceted dimensions with high-powered magnification at. FULL SCREEN iviewit technology redefines the web experience. The company intends to apply this pioneering process to a multitude of products focusing on the core markets mentioned herein and then expanding these as capital growth permits, creating a virtual reality shopping mail with an endiess number of floors, based entirely on LViewit technology. So sit back and relax and let Lviewit open your "Third eye to the world Virtual Reality Explanation - Have you ever wished you could climb inside your computer and see the rest of the surroundings as if you were there? At LVLewit 'S website, you can do just that, Ourimagery enables you to experience a location or object, aliowing you to mouse around, see, and zoom, up to an amazing 1700 times, the full 360° panoramic view. Astounding "patent pending" clarity and speed technologies bring LVLeEWLt'S images onto your entire full screen. AVLeEWLE represents a pivotal transition in global E-commerce. Currently, E- commerce occurs across a one-dimensional plane; websites are simply brochures posted to the web. Products bought and sold use flat lifeless pictures and text. Lviewit technology is remarkably different because the product comes alive, empowering the user to inspect all dimensions of the product. The site has integrated voice overlays and a live videoconference feature enabling buyer and seller to engage in real-time discussion. This live interface adds a dynamic new element to E-Commerce, the live and personal salesman. All Internet websites currently lack one major ingredient; the human sales approach. This revolutionary advancement in site design, will give our customers a tremendous advantage over traditional websites iviewit allows all this technology to occur without the need for downloads, complicated plug-ins, or special softwar the ability to Companies with existing web sites will have ik their site directly to the virtual pages maintained by Lviewi t, or create entirely new websites based on the iviewi t technology, Mission Statement: To deliver a multimedia experience, through the integration of iviewit's "patent pending" proprietary virtual reality process, that will render conventional shopping methods both inferior and economically obsolete by creating for the user the most realistic, friendly environment to view, tour, and purchase everything from a Bamey toy to a 100 story commercial building, after inspecting it with better resolution than the human eye. Lviewit will set the standard against whichall E-commerce endeavors are measured, with respect to both the utility of the buyer and seller and the return on equity for the shareholder. Competitive Edge The Internet is a rapidly evolving industry in which business gravitates towards the market participant providing the greatest utility to the Internet user. LViewit is uniquely positioned to capitalize on this industry characteristic as the first to the street with it's "patent pending" process. With astonishing swiftness, great technologies are chronicled on news shows, periodicals and around the water cooler providing immeasurable and invaluable brand recognition and loyalty. iviewit's transformation of the intemet experience will manifest itself into unprecedented site traffic - 7E CLICK HEARD 'ROUND THE WORLD! ALVA EWE has several distinct advantages over current competitors © First, Lviewit'S web site is the only current site to provide a clear FULL SCREEN 3-D virtual reality tour of any property or object with poiti-n- lick zoom capabilities without loss of object clarity. You cat take a small object from your viewing screen 30 feet away in reality, and pull it into your full screen, Without pixel distortion, Current competitors such as realtor.com and rent.net, msn carpoint, which utilize pan images, fall far short of providing the necessary quality and features to effectively market large ticket items. iviewit will open the untouched markets of real estate and other high-end luxury items to all Intemet users, making these products not only viewable but instantly to the end user.APR 26 1999 17:58 FR PROSKAUER ROSE S61 241 7145 TO dssaHawar7eB1H1B P.Bt. 25 Gases Rose Sate 40 West Ream rssavnn 7 rane 32874 oro JRIK Eee i Pe ese 800432. ‘GLFTON We PROSKAUER ROSE LLP 9” Far 501261,7145 sae Date April 26, 1999 Client-Matter 0894/40017/001 ERC Total Pages (including Cover) 2 From Christopher C. Wheeler Sender's Room Number Sender's Voice Number 561.995.4702 Main Fax Operator 561.241.1400 To Richard Rosman FaxWo, 818.784.5096 Company Lewinter and Rostaan Voice No. 818.784.7848 Message Confidentiality Note Tis message is confidential and intended only forthe use of the addressee(s) named above t may covtan pings nae Dissent det a zyng a sage ‘bert by sch adesset) ssc probied, ies a ge in eror, please immediatly notify us by telephone and retum the original to us atthe address above. reimburse you for the cost ofthe telephone call and postage. Thank you. arab satte ‘one Hew (0994/40017-001 BRLIB1/227538 vt 04/26/99 08:49 PM (2743)1999 17:59 FR PROSKAER ROSE S61 241 7145 TO assHdeai7IBiR1e P.d2-2 2255 Glades Road Suite 340 Weet Booe Raton, FL. 33431-7960 Telephone 861.261 7400, New Barwa in ia loganaii a0Ase naan PROSKAUER ROSE LLP Fax 561.281.7145 Bae Christopher ¢. Wheelar Member of the Flim Direct cia $61.995.4702 ‘ewhesler@proskauer.com April 26, 1999 Mr. Richard Rosman Lewinter and Rosman 16255 Ventura Blvd., Suite 600 Encino, CA 91436 Re: iviewit, Inc. Dear Richard: Under separate cover I have forwarded you a revised Confidentiality Agreement. As you know we have undertaken representation of iviewit, Inc. (“iviewit”) and are helping them coordinate their corporate and intellectual property matters. In thet regard, we have reviewed their technology and procured patent counsel for them. We believe the iviewit technology is far superior to anything presently available with which we are familiar. iviewit has filed a provisional patent application on a method for providing enhanced digital images on telecommunications networks, We are advised by patent counsel that the process appears novel and may be protected by the patent laws, While in all matters of this sort, itis far to early to make any final pronouncements, we do believe that there is an extremely good prospect that iviewit will protect their process which is novel ana supetior to any other format which we have seen, Veg truly yours, Cf Christopher C. Wheeler CCWigb (0894/40017-001 @RLIB1/227197 vi 04/22/09 03:57 pM (2745) ek TOTAL PAGE.@2 4xDol cds oeow 1U mebDaRAOULYOBIEI P.O1-ez 2255 Glades Road) eae El Boca Raton, FL 39431-7 Telephone 581.241.7400 ‘von PROSKAUER ROSE LLP coe Reon 7 Date June 17, 1999 Client-Matter 0894/40017/001 I Total Pages (eluding Cover). 2. From Chuistgoher C, Wheeler Sender's Room Number Sendet’s Voice Number 561.995.4702 Main Fax Operator 561.241.7400 To Richard Rosman FaxWo, 818.784.5096 Company LeWinter and Rosman Voice No. 818.784.7848 To Eliot. Bernstein FaxWo, 417.4470 Company iviewit, Ine. Vole Ko, Message Confidentiality Note: This message is confidential and intended only for the use ot the addressee) named above. may contain legally ptivilaged material. Dissemination, distibuton or copying ofthis message, other than by such addressee, is strictly prohibited, tyes ‘have received this message in ert, please immediately notity us by telephone and return te orignal to us atthe address above, We wil ‘elmnburse you forthe cust of the telephone call and postage, Thank you, (0894/40017.001 @RLIBT/227818 v1 04/26/88 08:49 PM (2763)JUN Le Leby LAtUs re PRUSKHUEN RUSE 561 241 S280 TO *Basanag@L7oDIR1 P.22/02 2088 Glades Road Sulte 340 West Baca Raton, FL 33431-7360 Telephone 861.241.7400 lsewhera in Florica 004327748 PROSKAUER ROSE LLP Fax $81.26 7145 ‘Ghistopher C, Wheeler Memoer of the Firm Direct Dial 961.998.4702 cwhevler@aroskauer,com June 17, 1999) Mr, Richard Rosman LeWinter & Rosman 16255 Venture Blvd., Suite 600 Encino, CA 91436 Re: _ iviewit, Inc. Dear Richard: ew york (os anaes Wishneron Neware Pans Thave not yet received the Contidentiality Agreement from Kevin O'Donnell. I would appreciate it if you could follow up on this immediately so we may complete our records. 1 have not yet received yours as well. I would also appreciate it if you would execute it and forward it back to me ‘ae yours, ) Christopher C. Wheeler CCWigb ce: Eliot I. Bemstein (0894/40017-001 BALIB1/233150 v1 08/17/99 10:09 AM (2743)ASSIGNMENT AND ASSUMPTION AGREEMENT ‘This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assumption Agreement”) is, made as of this 30th day of December, 1999, between iviewit LLC, a Delaware limited liability company ( the “Assignor"), and iviewit Holdings, Inc., a Delaware corporation ("Assignee"). All capitalized terms not otherwise defined in this Assumption Agreement have the meaning set forth in that certain Agreement dated of even date between the Assignor and the Assignee (the “Agreement”. RECITALS A. Assignee and Assignor are parties to the Agreement pursuant to which Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor all of Assignor’s Assets. B. Pursuant to the Agreement, Assignor desires and intends to transfer and assign to Assignee all of its right, title and interest in and number to all Assets and Assumed Liabilities. C. Assignee desires and intends to accept Assignor's transfer of all of its right, title and interest in the Assumed Liabilities and is willing to assume Assignor's liabilities and obligations thereunder; NOW, THEREFORE, pursuant to the terms and conditions of the Asset Purchase Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignor hereby sells, assigns, and transfers unto Assignee all of Assignor’s right, title and interest in and to the Assets. Assignee hereby assumes and agrees to pay, defend, discharge and perform as and when due the Assumed Liabilities. 2. Assignor and Assignee hereby agree, from time to time, at the reasonable request of the other to execute and deliver such other instruments of conveyance, tcansfer and assumption, and take such other actions as the other may reasonably request in order to more effectively consummate the transactions contemplated by this Assumption Agreement. 3. This Assumption Agreement is made subject to and with the benefit of the respective terms, conditions and other provisions of the Agreement, including without limitation the indemnification provisions set forth in Section 7 (Indemnification) thereof, 4. This Assumption Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, 5. __ This Assumption Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding any conflict of laws provisions thereof that would otherwise require the application of the law of any other jurisdiction 4710/40017-001 BRLIB1/250624 v5 10 01/03/00 11:11 AM (2761)Telephone Numbers: Law Offices of Numbers: (ei) 784-7848 LeWINTER & ROSM# 784.5096 (310) 551-2606 A Professional Corporation “34.9824, 16255 Ventura Boulevard, Suite 61 oR\ olN N Encino, CA 91436 FACSIMILE TRANSMITTAL SL SE, Telecopier No.: (561) 241-7145 FOR IMMEDIATE DELIVERY 'N J Telephone No: (561) 995-4702 To CHRISTOPHER C. WHEELER, ESQ Date: June 28, 1999 From RICHARD D. ROSMAN, ESQ. No. of Pages Being Sent (ineluding Cover Page 2 Subject: iviewit, Inc. File No: 0466,005.1! NOTE: This message is intended forthe confidential we ofthe designated Revipicot named communication and, as such. is PRIVILEGED and CONFIDENTIAL. or exempt from disclosure under applicable federal or sate lw Ifthe reader of this message is nt th intended recipient or an agent responsible for delivering tothe intend recipient, you are hereby ified tht any ceview, dissemination, distribution or unauthorized copying of this message of this message is strcily prohibited Ifyou have received this communication in error, please immeditely nif the Sender or this office by telephone and return the original message to us by mail, Thank you for your cooperation, wwe. This message may be ap attorney-client Comments/Remarks: Per your request, here is the Confidentiality Agreement signed by Kevin O’Donnell. Best regards. ce (w/ encl.; by fax): Eliot 1. Bernstein = (561) 417-4470 SENT 4.20 Time Sent 122° anfimyesr Operator: __Myrna S. Tangco Original Confirmation of this fax will not be sent. If you have any problems with this transmission, please notify the Sender or the Operator immediatelyJUN-24-89 13:32 FROM: LeWINTER & ROSMAN APG 1D: 8te7e45055 FAGE Jun Os aso Lae re rele ate Sel a SAL Ty hel UIs oT CONFIDENTIALITY AGREEMENT “The undersigned acknowledges and agrens that any ac aft “Proprietary Infocraation” provided by er on Dehalt ofiviewst, Ia (together wit is ives: and indirect subsidiaries and afilises, the “Company”), Simon L, Bernszein, Eliot J. Berastein. of any officer, director, employee, agent of representazive of the Company wo the undersigned, or 10 whith the undersignsd otherwize gains access to, shalt be subject to the terms and conditions of this Agreement. “Proprietary Informetion” means all materials and inforaetion (regardless ofthe form of such information, including without limitation, in wri:ing, electronic, computerized or other recorded form, orsl or ‘visoal) thatthe andersigned may receive or Yeam of now or in the Suture concerning, or related In any way to, the Company or its business, Including without lization: (i) the soatents of any Business Plan, projections cr nancial or oredic information or data refating to the Company; (i) the contents of any manuals or writen mazerils of the Company; (ill) the names end records of actual or prospective elisnts, eustorsers, suppilers, lenders, financing sources, or related persons; (iv) she terms of varicus egreemects between the Compady and third panties; (W) any data or datsbase, or other information compiled or developed by the Company; (vi) any computer progrums und listings, source codes and/or object codes, fle structures, Cademarks, wade secrets, patents, patent designs, patent spplications, copyrights, forma, procedurss, processes, taining methods, developments, technica! information, marketing activities and procedures an¢ methods of operation, together with any other information, data, know-how or knowledge ofa confidential or proprletary nature; and (vil) any information of a type described above derived (oF obtained from the intemer cr any" website 0° the Compeny, iacluding without limitation, the le soctue relating to such website or the coctent of such website. Proprietary Information will be transristed to the undersigned ccrally, electronically in written material and/or otherwise, \f any Proprietary Informnetion i disclosed to the vodersigned ctherwise than in written material, Company shall provide the undersigned with a brief writer description af such Proprieury Zoformarion within thiry (30) days of such disclosure, deatifying therein the manner, place and date of such disclosure and the names of the undessigned's represeatatives to whom such disclosure was made. Nonwithstanding the feregoing, the terra "Proprietary Information’ does not include information which () is already known to the undersigned or in the undersigned’s possession (other than that whic was furnished to the undersigned by or on behalf of the Comapany prior 10 the dito of this Agreement), (lis cr ‘becomes generally available tothe pubis other thar as » suit of a disclosure by the undersigned, of (ii) becomes available to the undersigned or 2 non-confidential tasis from 4 szutee other then the Company or its representatives, provided thet such souree is nat known, ufter Inquiry, to be bound by a confidentiality agreement with, oF other obligation of secrecy to, the Company, ‘The undersigned schnowledges that the Proprietary information constitucey valuable, special and unique ‘assats of the Company. The uzdersigned agrees (g) to receive in trust, and treat 28 confidential, the Proprietary Information; (2) not w use cay of the Proprietary Information for any purpose without the prior written consent of Simon L. Bemnsteln er Eict Besrsteix; (c) noo disclose aay of the Proprietary Information to anyone (other the, to such of the undersigned's advisors Who have a necd to know such Information for the sols purpose of assisting the undersigned in evalueting such information, provided that the undersigred shali be liable for any broach of confidentiality or use by such advisors) without the prior writen conseat of Simon L. Bernstein cr Eliot Bernstein; ang (4) 20t to reproduce, fax, distribute, store, reverse engineer or copy eny Proprietary Information in any form «without the prior written consent of Simon L. Bemstein or Elict Bernstein. The undersigned understands that all Proprietary information is sunfidential and that al rights, title aud inwrast inthe Proprietary Information is and shall rombin tre exclusive property of the Company, and no license or other rights are being granted wo the undersigned by the Company. ‘The undersigned further agrees that the Company shall be enaued co equitable relief, inchuding injunction, in the event of any breach of this Confidentiality Agrecaeat, that the granting of such reliet will nct be oppered and that such relat shall not be the auslusive remedy for such Dreéch. Furthermore, the undersigned agrees 20 Gefené and hold harmless the Company fron any css, cast, expense (Including atiomey's fees and ligation expeases) clam, Ilablity, of damage arising from or related toa breach of this Contgendallty Agreemen: (BBeNO0N7.001 BRLIBI/A27O6% vt cocamy Vos AM (2749)4-88 15:09 FROM:LeWINTER 3 ROSMAN APC 10.8187045e98 rAcE ave ‘The undersigned has axccuted this Confidentiality Agreemen: 2 othe dete set forth below, iviewit, Inc. IF AN INDIVIDUAL Bernstein 500 S.E. Mizner Boulevard, Sulte 102 Boca Raton, Flerids 33432-6080 800,519.0234 IF A COMPANY o ‘(Name of Company) By: aa (Sigamurey ovin O'Donnell, President (Nane please pins) Date: ‘2694120017.90% SRLIT/ZG7O6I vs ‘nrDaI88 1138 AM 12743‘Confidentiality Agreement tot Subject: Confidentiality Agreement Date: Mon, 17 May 1999 17:27:49 -0400 From: Donald Thompson To: lewroslaw@earthlink.net CC: CWheeler@proskauer.com Rich, attached is a redlined version of the Confidentiality Agreement which I believe is in final form. Sy separate email I will forward you a clean version. Assuming the attached version is fine, please arrange for signature by your client and return via fax to me. Thanks for your help and call me if you have any questions. Best regards. WordPerfect 6.0 Rocky -— a —— | 4%#RED.WPD, | unspecified type (application/octet-stream) | baseod | aveneD.wep 5/17/99 2:44 PMCONFIDENTIALITY AGREEMENT The undersigned acknowledges and agrees that any and all "Proprietary Information” provided by iviewir, inc., Simon L. Bernstein, Eliot I, Bernstein, or any officer, director, employee, agent or representative of iviewit, inc. (collectively, "Company") to the undersigned ‘ is confidential and the sole property of Company and the undersigned shall not disclose any Proprietary Information to any third party without the express written permission of Simon L. Bernstein, Eliot Bernstein or any other authorized representative aL Company. "Proprietary Information’ means all materials and information (whether in writing or other recorded form’ (including without fi form), or oral) that the undersigned may receive or learn of now or in the future concerning Company which is not covered by the exclusions set forth below in the third paragraph, and is non-public, proprietary and commercially valuable, including without limitation (i) the contents of the Business Plan, projections or financial information relating to Company, (ii) the contents of any manuals or written materials of Company; (ii) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, or related persons; (iv) the terms of various agreements between Company and third parties; (v) any data, database, technology or other information developed or compiled by Company, including, without limitation, information concerning computer programs and listings, source codes and/or subject codes, trade secrets, pending patent applications, designs, forms, procedures, training methods, development, technical information, marketing activities and procedures, method for operating the Company's business, and credit and financial data concerning Company, and any other information, data, know-how or knowledge of a confidential or proprietary nature; and (vi) any information of a type described above or that is confidential in nature that is obtained, in any manner, whether in written, electronic, or other form, now known or conceived of in the future, obtained or transmitted from or through or via any website of the Company, in existence now or in the future, ‘The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly or constructively from Company; (b) not to use such Proprietary Information for any purpose without Company 's prior written consent, (c) not to disclose such Proprietary Information to anyone without Cempany ' s prior written consent and (4) not to reproduce, fax, distribute, store or copy any Proprietary Information in any form without the express written consent of Company. The undersigned understands that all Proprietary Information is confidential, all rights, title and interest in the Proprietary Information shall be and shall remain the exclusive property of Company, and no license or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement, ‘The term “Proprietary Information” shall not include, and nothing contained herein shall in any way restrict or impair the undersigned from the use, disclosure or other dealings with, any information obtained from Company which (i) at the time of disclosure, use or dealing by the undersigned is part of the public knowledge or literature, by publication or otherwise, or is reasonably available to persons knowledgeable or working within the computer (0894/40017-001 @RUIB1/226037 vs 05/17/98 05:12 PM 12760)software, Internet or e-commerce business or industries (collectively, the “industries”), through no breach of any obligation herein created; (ii) the undersigned can show was in his possession prior to disclosure to him and was not acquired from Company or a party know, afier reasonable inquiry, to have an obligation or duty of confidence to Company, (ii) now or in the future is independently made available to the undersigned by or through a thint party, including any third party with whom the undersigned does, or plans to do, business, except to the extent such third party is known, after reasonable inquiry, to have an obligation. or duty of confidence to Company; or (iv) relates to general business matters or trends of the industries, By way of clarification, the mere idea of a three dimensional virtual reality depiction of property, products or objects with point and click zoom as a tool for selling items on the internet or other application neral look of the informati isplayed are not “Proprietary Information”, The undersigned shall have executed this Confidentiality Agreement prior to, or contemporaneously with, receipt of the Business Plan x Signatare (Name - please print) (0884/40017-001 BALIBI/226037 v4 05/17/99 05:12 eM 12760)COMPARISON OF FOOTERS -~ -FOOTER 1- 0894/40017-001 BRLIB1/226037 * v4 05/17/99 5:12 PM (2760) 0894/40017.001 @RLIa1/226037 va 08/17/99. 05:12 pM 12780)- REVISION LIST The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents. [1:2 1:2] Changed “undersigned written, is" to "undersigned is!" 21:2] Changed "Bernstein." to Bernstein, ... of Company." [1:2 1:2] Changed", or oral, or mental) " to "(including ... or oral) " 4] Changed “industries. " to "industries. Information”. -- NOTE CHANGES [1 1] Changed "y2.05/13/99 07:49 " to "v4 05/17/99 05:12" (9894/40017.001 8511811228037 va 05/17/99 08:12 PM (2760)This redlined draft, generated by CompareRite (TM) - The Instant Redliner, shows the differences between - original document» GABRLIB1\0894\40017\001\4%#T02!. WPD and revised document: G:\BRLIB1\0894\40017\001\4%#T04!. WPD CompareRite found 4 change(s) in the text CompareRite found | change(s) in the noves Deletions appear as a Bold * Additions appear as Bold-+Dbl Underline text (0894/40017.001 @RLIT/226097 v4 05/17/99 08:12 PM (2760)a \1 CONFIDENTIALITY AGREEMENT The undersigned acknowledges and agrees that any and all "Proprictary Information" provided by iviewit, inc., Simon L. Bernstein, Eliot I. Bernstein, or any officer, director, employee, agent or representative of iviewit, inc. (collectively, "Company") to the undersigned in * the business plan * or any other documents or “ orally, is confidentia! and the sole property of Company and the undersigned shall not disciose any Proprietary Information to any third party without the express written permission of Simon L. Bemstein, Eliot Bernstein_or_any other authorized representative of Company. "Proprictary Information” means all materials and information (whether in writing or other recorded form, or oral‘) that the undersigned may receive or learn of now or in the future conceming Company which is not covered by the exclusions set forth below in the third paragraph, and is non-public, proprietary and commercially valuable, including without limitation (i) the contents of the Business Plan, projections or financial information relating to Company; (ii) the contents of any manuals or written materials of Company; (iii) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, or related persons; (iv) the terms of various agreements between Company and third parties; (v) any data, database, technology or other information developed or compiled by Company, including, without limitation, information concerning computer programs and listings, source codes and/or subject codes, trade secrets, pending patent applications, designs, forms, procedures, training methods, development, technical information, marketing activities and procedures, method for operating the Company ' s business, and credit and financial data conceming Company, and any other information, data, know-how or knowledge of a confidential or proprictary nature; and (vi) any information of a type described above or that is confidential in nature that is obtained, in any manner, whether in written, electronic, or other form, now known or conceived of in the future, obtained or transmitted from or through or via_any website of the Company, in existence now or in the future. The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly ‘of constructively from Company; (b) not to use such Proprietary Information for any purpose without Company's prior written consent, (¢) not to disclose such Proprietary Information to anyone without Company ' s prior written consent and (4) not to reproduce, fax, distribute, store or copy any Proprietary Information in any form without the express written consent of Company. The undersigned understands that all Proprietary Information is confidential, all rights, title and interest in the Proprietary Information shall be and shali remain the exclusive property of Company, and no license or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement The term “Proprietary Information” shall not include, and nothing contained herein shall in any way restrict or impair the undersigned from the use, disclosure or other dealings with, any information obtained from Company which (i) at the time of disclosure, use or dealing by the undersigned is part of the public domain, or public knowledge or literature, by publication or otherwise, or is reasonably available to persons knowledgeable or working, (0894/40017-001 @RLIA1/226037 v2 05/13/99 07:49 PM (2760)within the computer software, Internet or e-commerce business or industries (collectively, the “industries”), through no breach of any obligation herein created; (ii) the undersigned can show was in his possession prior to disclosure to him and was not acquired from Company or a party know, after reasonable inquiry, to have an obligation or duty of confidence to Company; (iii) now or in the future is independently made available to the undersigned by or through a third party, including any third party with whom the undersigned does, or plans to do, business, except to the extent such third party is known, after reasonable inquiry, to have an obligation or duty of confidence to Company; or (iv) relates to general business matters or trends of the industries. By way of clarification, the idea of a three dimensional virtual reality depiction of property, products or objects with point_and click zoom _as_a toe! for selling items on the internet or other applications and the genera} look of the information displayed are not “Proprietary Jnformation,” but the programming to accomplish same may be. The undersigned shall have executed this Confidentiality Agreement prior to, or contemporancously with, receipt of the Business Plan. x Signature (Name - please print) (0894/40017-001 @RLI61/226097 v2 05/13/99 07:49 PM {2760}CONFIDENTIALITY AGREEMENT The undersigned acknowledges and agrees that any and all "Proprietary Information" provided by iviewit, inc., Simon L. Bernstein, Eliot I. Bernstein, or any officer, director, employee, agent or representative of iviewit, inc. (collectively, "Company") 10 the undersigned in the business plan or any other documents or orally, is confidential and the sole property of Company and the undersigned shal! not disclose any Proprietary Information to any third party without the express written permission of Simon L. Bernstein, Eliot Bernstein or any other authorized representative of Company. "Proprietary Information” means all materials and information (whether in writing or other recorded form, or oral) that the undersigned may receive or learn of now or in the future conceming Company which is not covered by the exclusions set forth below in the third paragraph, and is non-public, proprietary and commercially valuable, including without limitation (i) the contents of the Business Plan, projections or financial information relating to Company; (ii) the contents of any manuals ot written materials of Company; (iii) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, or related persons; (iv) the terms of various agreements between Company and third parties; (v) any data, database, technology or other information developed or compiled by Company, including, without limitation, information concerning computer programs and listings, source codes and/or subject codes, trade secrets, pending patent applications, designs, forms, procedures, training methods, development, technical information, marketing activities and procedures, method for operating the Company ' s business, and credit and financial data concerning Company, and any other information, data, know-how or knowledge of a confidential or proprietary nature; and (vi) any information of a type described above or that is confidential in nature that is obtained, in any manner, whether in written, electronic, or other form, now known or conceived of in the future, obtained or transmitted from or through or via_any website of the Company, in existence now or in the future. ‘The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly or constructively from Company; (b) not to use such Proprietary Information for any purpose without Company's prior written consent, (c) not to disclose such Proprietary Information to anyone without Company ' s prior written consent and (d) not to reproduce, fax, distribute, store or copy any Proprietary Information in any form without the express written consent of Company. The undersigned understands that all Proprietary Information is confidential, all rights, title and interest in the Proprietary Information shail be and shall remain the exclusive property of Company, and no license or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement. The term “Proprietary Information” shall not include, and nothing contained herein shall in any way restrict or impair the undersigned from the use, disclosure or other dealings with, any information obtained from Company which (i) at the time of disclosure, use or dealing by the undersigned is part of the public domain, or public knowledge or literature, by publication or otherwise, or is reasonably available to persons knowledgeable or working (0894/40017-001 BRLIB1/226037 v2 05/13/99 07:49 AM (2760)within the computer software, Intemet or e-commerce business or industries (collectively, the “industries”), through no breach of any obligation herein created; (ii) the undersigned can show was in his possession prior to disclosure to him and was not acquired from Company or a party know, after reasonable inquiry, to have an obligation or duty of confidence to Company; (iii) now or in the future is independently made available to the undersigned by or through a third party, including any third party with whom the undersigned does, or plans to do, business, except to the extent such third party is known, after reasonable inquiry, to have an obligation or duty of confidence to Company; or (iv) relates to general business matters or trends of the industries. By way of clarification, the idea of a three dimensional virtual reality depiction of property, products or objects with point and click zoom as a tool for selling items on the internet or other applications and the general look of the information displayed are not “Proprietary Information,” but the programming to accomplish same may be. The undersigned shall have executed this Confidentiality Agreement prior to, or contemporaneously with, receipt of the Business Plan. xX Signature (Name - please print) (0894/40017-001 @ALI81/226097 v2 05/13/99 07:49 PM (27601CONFIDENTIALITY AGREEMENT The undersigned acknowledges and agrees that any and all "Proprietary Information” provided by iviewit, inc., Simon L. Bernstein, Eliot I. Bernstein, or any officer, director, employee, agent or representative of iviewit, inc. (collectively, "Company") to the undersigned in * the business plan * or any other documents or * orally, is confidential and the sole property of Company and the undersigned shall not disclose any Proprietary Information to any third party without the express written permission of Simon L. Bernstein, Eliot Bernstein or_any other authorized representative of Company. "Proprietary Information" means all materials and information (whether in writing or other recorded form, or oral’) that the undersigned may receive or learn of now or in the future concerning Company which is not covered by the exclusions set forth below in the third paragraph, and is non-public, proprietary and commercially valuable, including without limitation (i) the contents of the Business Plan, projections or financial information relating to Company; (ii) the contents of any manuals or written materials of Company; (iii) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, or related persons; (iv) the terms of various agreements between Company and third parties; (v) any data, database, technology or other information developed or compiled by Company, including, without limitation, information concerning computer programs and listings, source codes and/or subject codes, trade secrets, pending patent applications, designs, forms, procedures, training methods, development, technical information, marketing activities and procedures, method for operating the Company's business, and credit and financial data concerning Company, and any other information, data, know-how or knowledge of a confidential or proprietary nature; and (vi) any information of a type described above or that is confidential in nature that is obtained, in any manner, whether in written, electronic, or other form, now known or conceived of in the future, obtained or transmitted from or through or via any website of the Company, in existence now or in the future. ‘The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly or constructively from Company; (b) not to use such Proprietary Information for any purpose without Company's prior written consent, (c) not to disclose such Proprietary Information to anyone without Company ' s prior written consent and (d) not to reproduce, fax, distribute, store or copy any Proprietary Information in any form without the express written consent of Company. The undersigned understands that all Proprietary Information is confidential, aif rights, title and interest in the Proprietary Information shall be and shall remain the exclusive property of Company, and no license or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement. rae Peblec Aomac., ov The term “Proprietary Information” shaff not inctude, and nothing contained herein shall in any way restrict or impair the undeySigned from the use, disclosure or other dealings with, any information obtained from Cgmpany which (i) at the time of disclosure, use or dealing by the undersigned is part of the/public knowledge or literature, by publication or otherwise, or is reasonably available to persons knowledgeable or working within the computer (0894/40017-001 aRLIAN/226027 v2 05113/99 07:49 PM (2760)software, Internet or e-commerce business or industries (collectively, the “industries”), through no breach of any obligation herein created; (ii) the undersigned can show was in his possession prior to disclosure to him and was not acquired from Company or a party know, after reasonable inquiry, to have an obligation or duty of confidence to Company; (iii) now or in the future is independently made available to the undersigned by or through a third party, including any third party with whom the undersigned does, or plans to do, business, except to the extent such third party is known, after reasonable inquiry, to have an obligation or duty of confidence to Company; or (iv) relates to general business matters or trends of the indus __By_way of clarification, the idea_of a three dimensiona) virtual reality depiction of arene ari duct or objects with point and click zoom as a tool for selling information displayed_are not to.accomplish same may he. The undersigned shall/ have executed this Confidentiality Agreement prior to, or contemporaneously with, receipt of the Business Plan, bV eThe Oppkicav cerns (Name = please print) (0884/40017-001 @R\iB1/226037 2 05/13/98 07:49 PM (2760)CONFIDENTIALITY AGREEMENT The undersigned acknowledges and agrees that any and all "Proprietary Information” provided by iviewit, inc., Simon L.. Bernstein, Eliot I, Bernstein, ot any officer, director, employee, agent or representative of iviewit, inc. (collectively, "Company”) to the undersigned in the business plan or any other documents or orally, is confidential and the sole property of Company and the undersigned shall not disclose any Proprietary Information to any third party without the express written permission of Simon L. Bernstein, Eliot Bernstein or any other authorized representative of Company. "Proprietary Information” means all materials and information (whether in writing or other recorded form, or oral) that the undersigned may receive or learn of now or in the future concerning Company which is not covered by the exclusions set forth below in the third paragraph, and is non-public, proprietary and commercially valuable, including without limitation (i) the contents of the Business Plan, projections or financial information relating to Company; (ii) the contents of any manuals or written materials of Company; (iii) the names and records, of actual or prospective clients, customers, suppliers, lenders, financing sources, or related persons; (iv) the terms of various agreements between Company and third parties; (v) any data, database, technology or other information developed or compiled by Company, including, without limitation, information concemning computer programs and listings, source codes and/or subject codes, trade secrets, pending patent applications, designs, forms, procedures, training methods, development, technical information, marketing activities and procedures, method for operating the Company ' s business, and credit and financial data concerning Company, and any other information, data, know-how or knowledge of a confidential or proprietary nature; and (vi) any information of a type described above or that is confidential in nature that is obtained, in any manner, whether in written, electronic, or other form, now known or conceived of in the future, obtained or transmitted from or throwgh or via any website of the Company, in existence now or in the Future, The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly or constructively from Company; (b) not to use such Proprietary Information for any purpose without Company's prior written consent, (c) not to disclose such Proprietary Information to anyone without Company's prior written consent and (d) not to reproduce, fax, distribute, store or copy any Proprietary Information in any form without the express written consent of Company. The undersigned understands that all Proprietary Information is confidential, all rights, tite and interest in the Proprietary Information shall be and shall remain the exclusive property of Company, and no license or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement. ‘The term “Proprietary Information” shall not include, and nothing contained herein shall in any way restrict or impair the undersigned from the use, disclosure or other dealings with, any information obtained from Company which (i) at the lime of disclosure, use or dealing by the undersigned is part of the public knowledge or literature, by publication or otherwise, or is reasonably available to persons knowledgeable or working within the computer (0394/40017-001 @RLIB1/226037 v2 05/19/98 07:49 Pat (2760)software, Internet or e-commerce business or industries (collectively, the “industries”), through no breach of any obfigation herein created; (ii) the undersigned can show was in his possession prior to disclosure to him and was not acquired from Company or a party know, after reasonable inquiry, to have an obligation or duty of confidence to Company; (iii) now or in the future is independently made available to the undersigned by or through a third party, including any third party with whom the undersigned does, or plans to do, business, except to the extent such third party is known, after reasonable inquiry, to have an obligation or duty of confidence to Company; or (iv) relates to general business matters or trends of the industries. By way of clarification, the idea of a three dimensional virtual reality depiction of property, products or objects with point and click zoom as a too! for selling items on the intemet and the general Jook of the information displayed are not “Proprietary Information,” but the programming to accomplish same may be. The undersigned shall have executed this Confidentiality Agreement prior to, or contemporaneously with, receipt of the Business Plan. x ignature (Name please p (0994/40017-007 @ALIBN/226037 v2 05/13/99 07:49 PM (2760)Confidentiality Agreement Subject: Confidentiality Agreement F IL E Ca Date: Thu, 13 May 1999 19:54:28 -0400 y From: Donald Thompson To: lewroslaw@earthlink.net CC: CWheeler@proskauer.com In furtherance of our conversation, please find attached a revised redlined version of the iviewit Confidentiality Agreement. I believe the changes accommodate your concerns and also clean up @ few areas Please call me to discuss any comments or questions and to finalize. Many thanks. Rocky ; Deseription: WordPerfect 6.0 | Lott 5/14/99 8:24 AM.CONFIDENTIALITY AGREEMENT The undersigned acknowledges and agrees that any and all "Proprictary Information’ provided by iviewit, inc., Simon L. Bernstein, Eliot I. Bemstein, or any officer, director employee, agent or representative of iviewit, inc. (collectively, "Company") to the undersigned in this business plan and any other documents or information, whether oral or written, is confidential and the sole property of Company and the undersigned shall not, disclose any Proprietary Information to any third party without the express written permission of Simon L. Bemstein, "Proprietary Information" means all materials and information (whether in writing or other recorded form, or oral, or mental) that the undersigned may receive or learn of now or in the future concerning Company which is not covered by the exclusions set forth below in the third paragraph, and is non-public, proprietary and commercially valuable, * including without limitation (i) the contents of * the Business Plan, projections or financial information relating to Company; (ii) the contents of any manuals or written materials of Company; (iii) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, or related persons; (iv) the terms of various agreements between Company and third parties; (v) any data *, database, technology or other information developed or compiled by Company, including, without limitation, information concerning * computer programs and fistings, source codes and/or subject codes, * trade secrets, * pending patent applications, designs, * forms, procedures, training methods, development, technical information, marketing activities and procedures, method for operating * the Company s business, and credit and financial data concerning Company, and any other information, data, know-how or knowledge of a confidential or proprietary nature; and (vi) any information of a type described above or that is confidential in nature that is obtained, in any manner, whether in written, electronic, or other form, now known or conceived of in the future, obtained or transmitted from or through or via * any website of the Company, in existence now or i the future. The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly or constructively “ from Company; (b) not to use such Proprietary Information for any purpose without Company ' s prior writfe# consent, (c) not to disclose such Proprietary Information to anyone without Company ' s prior written consent and (d) not to reproduce, fax, distribute, store or copy any Proprietary Information in any form without the express written consent of Company. The undersigned understands that all Proprietary Information és confidential, all rights, title and interest in * the Proprietary Information shall be and shall remain the exclusive property of Company, and no license or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement 4 The term “Proprietary Information” shall not include, and nothing contained herein shall in any way restrict or impair * the undersigned from the use, disclosure or other dealings with, any information obtained from Company which (i) at the time of disclosure, use or dealing by the undersigned is part of the public knowledge or literature, by (0894:40017-001 BALIB1/226037 v2 05/13/99 07:49 PM (2760)publication or otherwise, or is reasonably available to persons knowledgeable or working within the computer software, internet_or_e-commerce_business_or industries collectively, the “industries”), through no breach of any obligation herein created; (ii) the undersigned can show was in his possession prior to disclosure to him and was not acquired from Company or a party know, after reasonable inquiry, to have an obligation or duty of confidence to Company; (iii) now or in the future is independently made available to the undersigned by or through a third party*, including any third party with whom the undersigned does, or pians to do. business, except to the extent such third party is knowa. after reasonable inquiry, to have an obligation or duty of confidence to Company; or (iv) relates to general business matters or trends of the industries. © The undersigned shall have executed this Confidentiality Agreement prior to, or contemporaneously with, receipt of the Business Plan. x. Signature (0894/40017-001 ALIBT/226097 v2 05/13/99 07:49 pM (2760)- COMPARISON OF FOOTERS - -FOOTER 1- 0894/40017-001 BRLIB1/226037 * v2.05/13/99 07:49 PM (2760) (0894/40017-001 BALIBN/226097 v2 05/13/98 07:49 PM (2760)REVISION LIST -. ‘The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the mew documents. [1:2 1:2] Changed "(collectively "Company")" to "(collectively, "Company")" [1:2 1:2] Changed “is non-public, ... including” to "is not covered .... including" [1:2 1:2] Changed “of this Business" to "of the Business" [1:2 1:2] Changed "data or database, " to "data, database, technology" [1:2 1:2] Changed — "information compiled” to "information ... or compiled” [1:2 1:2] Changed “concerning Company, computer" to "concerning computer” J1:2 1:2] Changed — “codes, trademarks, trade" to "codes, trade” [1:2 1:2] Changed "patents, " to "pending " [1:2.1:2] Changed "patent designs, copyrights," to "patent applications, designs, " [1:2 1:2] Changed "operating of Company's" to “operating the Company's" [1:2 1:2] Changed — "form now" to "form, now" {1:2 1:2] Changed "via this website or any" to "via any" (1:3 1:3] Changed "The undersigned ... Company. The" to "The” [1:3 1:3] Changed "constructively by Company;" to "constructively from Company; [1:31:3] Changed "prior consent," to "prior written consent," [1:3 1:3] Changed "express of" to "express written consent of” [1:3 1:3] Changed "in any Proprietary" to "in the Proprietary” {1:3 1:4] Changed "Nothing " to "The term “Proprietary ... and nothing " [1:3 1:4] Changed "tose, disclose ... deal with " to "the undersigned ... dealings with, 12:3 1:4] Changed "dealing is" to "dealing by the undersigned is" 31:4] Changed — "the industries," to "the computer ... industries" [1:3 1:4] Changed "industries," to "industries. “industries”)," [1:3 1:4] Changed "from Company; (iii)" to "from Company... Company; (ifi)" [1:3 1:4] Changed"; (iv) relate " to ", incfuding ... (iv) relates " 1:4] Changed “industries. .... public domain.” to "industries, " 2:4] Add Paras "_ - please print)” - NOTE CHANGES [11] Changed "v1 04/14/99 ... PM (2743)" to "v2 05/13/99 ... PM (2760)" (0894/40017-001 BRLIBI/226037 v2 05/19/99 07:49 PM (2760)This redlined draft, generated by CompareRite (TM) - The Instant Redliner, shows the ferences between - original document : G:\BRLIB1\0894\40017\001\4%#T01!, WPD and revised document: GABRLIB1\0894\40017\001\4%#T02!, WPD. CompareRite found 30 change(s) in the text CompareRite found 1 change(s) in the notes Deletions appear as 2 Bold * Additions appear as Bold+Dbl Underline text (0894/40017-001 @ALIB1/226037 v2 05/13199 07:49 PM (2760)J urepauwul aolals P.wl/ve setuosna Suite 349 a Gece ran rid oat pene w Bena p Bs, PROSKAUER ROSE LLP ius Cope Date May 13, 1999 Gilent-Matter 0785.40017.001 ‘otal Pages (Including Caver) From Rocky Thompson ‘Sender's Room Number Sender's Voice Number Main Fax Operator 561.241.7400 To Richard D, Rosman, Esq, FaxNo, 928.784.5096 Company LeWinter & Rosman Voice No. 818.784.7848 Message Please call me to discuss Confidentiality Note: This message is confidential and intended only forthe use ofthe addressees) named above. It may contain legally privileged material. Dissemination, dstibuton or copying ofthis message, othe than by such addressee(s), i sticty prohibited. you have receive ths message in eror, please mediately not us by telephone and retum the criginal os atthe adress above, We Wl reimburse you forthe cast tthe telephone cal ad postage, Thank you,MAY 13 1999 10:51 FR ROB suse S81 241 S2BU TU O7ESRADOLPOBIMIS P.Beae CONFIDENTIALITY AGREEMENT ‘The undersigned acknowledges and agrees that any and al! “Proprietary Information” provided by iviewit, Inc,, Simon L. Bernstein, Eliot I, Bemstein, or any officer, director, employee, agent or representative of iviewit, Ine, (collectively “Company” to the undersigned in any other documents or information, whether oral or written, is confidential and the sole property of Company and the undersigned shall not disclose any Proprietary Information to any third party without the express written permission of Simon L. Bemstein. “Proprietary Information” means all materials and information (whether in writing or other recorded form, or oral) that the undersigned may receive or learn of now or in the future concerning Company including without limitation (i) the contents of any Business Plan, projections or financial information relating to Company; (ii) the contemts of any manuals or written materials of Company; (iii) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, or related persons; (jv) the terms of various agreements between Company and third parties; (v) any data of database, or other information compiled by Company, including, without limitation, information concerning Company, computer programs and listings, source codes and/or subject codes, trademarks, trade secrets, patents, patent designs, copyrights, forms, procedures, training methods, development, technical information, marketing activities and procedures, method for operating of Cormpany’s business, and credit and financial data concerning Company, and any other information, data, know-how or knowledge of a confidential or proprietary nature. ‘The undersigned acknowledges that the Proprietary Information are valuable, special and unique assets of Company. The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly or constructively by Company; (b) not to use such Proprietary Information for any purpose without Company’s prior consent, (¢) not to disclose such Proprietary Informatioa to anyone without Company's prior written consent and (d) not to reproduce, fa, distribute, store or copy any Proprietary Information in any form without the express of Company, The undersigned understands that all Proprietary Information is confidential, all rights, title and interest in any Proprietary Information shall be and shall remain the exclusive property of Company, and no License or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement, ‘The undersigned shall have executed this Confidentiality Agreement prior to, or contemporaneously with, receipt of the Business Plan, iviewit, Inc. ( q Amention: Eliot I. Bernstein $00 8.E. Mizner Boulevard, Suite 102 Boce Raton, Florida 33432-6080 By 800.519.0234 (0894/40017-0¢1 BRLIBN/227081 v2 05/13/99 10:42 AM (2760APR 26 1959 8 FR PROSKAUER ROSE 561 243 7145 10 BSsANAOVI7OUINIE P.wLae 2288 clades Rose ‘Suite 340 West Bees at, 4.760 elepnoe $5.24, 7400 en vo Elsewhere in Fora eae 800432,7746 furor PROSKAUER ROSE LLP Fax 861.241.7148 mas Date April 26, 1999 Cllent-Matter 0894/40017/001 ECR Total Pages (Including Cover) 2 From Christopher C, Wheeler Sender's Room Number Sender's Voice Number 561.995,4702 Main Fax Operator 561.241.7400 To Richard Rosman FaxWo, 818.784.5096 Company Lewinter and Rosman Voice No. 818.784.7848 Message ‘ontdentialty Note: Tis message i confdertial and intanded ony forthe we of the addessee() named above. It may conan egal privileged material. Dissemination, distribution or copying of this message, other than by such addressea(s), is strictly prohibited. if you have received tis message in ere, please immediately nol us by tlophone and retum the cginal ous ate adress above, We wl reimburse you for the cost of the telephune call and postage. Thank you. (9994/40097.001 BRLIB1/227518 v1 08/26/99 05:49 PM (2743)2332 L620 om PRUSKMUER mL! pol edi (iad su ussdHauuL'ediaie P.weus cae ne Elsewhere in Foriga loses 800492.7748 ae PROSKAUER ROSE LLP Fax 5612817145, aa ee ete Direct Dia 561.995.4702 cewhesler@proskauer.com April 26, 1999 Mr. Richard Rosman Lewintes and Rosman 16255 Ventura Blvd., Suite 600 Encino, CA 91436 Re: iviewit, ine. Dear Richard: ‘Under separate cover I have forwarded you a revised Confidentiality Agreement. As you know we have undertakes, representation of iviewit, Inc. (“iviewit”) and are helping them coordinate their corporate and intellectual property matters. In that regard, we have reviewed their technology and procured patent counsel for them. We believe the iviewit technology is far superior to anything presently available with which we are familiar. iviewit hes filed provisional patent application on a method for providing enhanced digital images on telecommunications networks, We ate advised by patent counsel that the process appears novel and may be protected by the patent laws, While in all matters of this sort, it is far to early to make any final pronouncements, we do believe that there is an extremely good prospect that iviewit will protect their process which is novel and superior to any other format which we have seen. Vengtruly yours, (B6 Ch Christopher C. Wheeler ccwigb 0884/40017-001 8RLIBT/227137 vt (04/22/99 03:87 PM (2743)Law Offices of ‘Telecopier Numbers: (818) 784-7848 LeWINTER & ROSMAN (818) 784.5096 (310) 551-2606 A Professional Corporation (818) 784.9824 16255 Ventura Boulevard, Suite 600 Encino, CA 91436 FACSIMILE TRANSMITTAL SHEET Telecopier No.: (561) 417-4470 FOR IMMEDIATE DELIVERY Telephone No.: (561) 417-8980 To ELIOT I. BERNSTEIN SENT Date: May 7, 1999 From: RICHARD D. ROSMAN, ESQ. No. of Pages Being Sent (including Cover Page): Subject’ Please see attached NOTE: This message is intended for the confidential use of the designated Recipient named above. This message may be an attorney-client ‘communication and, as such, is PRIVILEGED and CONFIDENTIAL, or exempt from disclosure under applicable federal or stat la. Ue the reader ofthis message is not the itended recipient ofan agent responsible for delivering i othe intended recipient, You ae hereby potted that any review, dissemination, distribution or unauthorized copying of this message of this message i strictly prohibited you have received cis communication in error, please immediately notify the sender or ths offce by telephone and return the original ‘message to us by mail. ‘Thank you for your cooperation. Comments/Remarks: Time Sent: pm (PST) Operator: __Myrna $. Tangeo Original Confirmation of this fax will not be sent. If you have any problems with this transmission, please notify the Sender or the Operator immediatelyTelephone Numbers: Law Offices of Telecopier Numbers: (818) 784.7848 LeWINTER & ROSMAN (818) 784-5096 (310) 551-2606, A Professional Corporation (818) 784-9824 16255 Ventura Boulevard, Suite 600 Encino, CA 91436 FACSIMILE TRANSMITTAL SHEET FOR IMMEDIATE DELIVERY ‘Telephone No.: (805) 773-0788 S e Telecopier No.: (805) 594-1136 Ej) M7. To: MR. HASSAN MIAH Date: May 5, 1999 From RICHARD D. ROSMAN, ESQ No. of Pages Being Sent (including Cover Page): og Subject: Please sce attached File No,: 0415,002.5, NOTE: This message is intended for the confidential use of the designated Recipient named above. This message may be an attorney-client communication and, as such, is PRIVILEGED and CONFIDENTIAL, or exempt ftom disclosure under applicable federal or sate la the reader ofthis message isnot the intende recipient or an agent responsible for delivering it co the intended recipient, you ate hereby noted that any review, dissemination, distribution or unauthorized copying of this message of this message is strictly prohibited. 1 you have receive this communication in error, please immediately noi the sender or this office by telephone and return the origi message to us by mail, Thank you for your cooperation, ‘Comments/Remarks: Please review to make sure that this Agreement, as marked-up by me, has all the exceptions you will nced so that the Agreement will not interfere with whatever new projects you have in mind or might be involved with. What do you think of the Wall Street Journal stating that Universal is moving in a big way (perhaps with Bertlesman) to sell music online? rime sen: ©: #5 arm(pm JPST) Operator: __Myrma S$. TangeoTelephone Numbers: Law Offices of Telecopier Numbers: (818) 784-7848 LeWINTER & ROSMAN (818) 784.5096 (310) 551-2606 A Professional Corporation (818) 784.9824 16255 Ventura Boulevard, Suite 600 Encino, CA 91436 FACSIMILE TRANSMITTAL SHEET WES ‘Telecopier No.: (561) 241-2400 FOR IMMEDIATE DELIVERY SE; Vr ‘Telephone No.: (561) 995-4702 To: CHRISTOPHER C. WHEELER, ESQ. Date: May 5, 1999 Fron: RICHARD D. ROSMAN, ESQ. No, of Pages Being Sent (including Cover Page): 3B Subject iviewit, Inc. File No.: 0466,005.11 NOTE: This message is intended for the confidential use of the designated Recipient named above, This message may be an attorney-lien. ‘communication and, as such, is PRIVILEGED and CONFIDENTIAL, or exempt from disclosure under applicable federal or sate la. Ifthe reader of tis message isnot te intended recipient or an agen responsible for delivering it to the intended recipient, you are hereby rotfied tht any review, dissemination, distribution or unauthorized copying of this message of this message is stricly prohibited. you have received this communication in error, please immediately notify the sender or this office by telephone and return the original message 0 us by mail. ‘Thank you for your cooperation. Comments/Remarks: This will clarify and clean-up in a satisfactory manner the Confidentiality Agreement, If you cannot read my handwriting, or if you have any questions, please do not hesitate to give me a call. In the interest of moving this matter forward quickly, and on the assumption that my changes are acceptable, I am concurrently sending this version of the Agreement to my client. ‘Time Sent @:40 pri PST) Operator: __Myrna S. Original Confirmation of this fax will not be sent, If you have any problems with this transmission, please notify the Send = Oooo the Operator immediately.261 (isd IU waSdRGOL ZABLE 7-Be/US CONFIDENTIALITY AGREEMENT The undersigned acknowledges and agrees that any and all "Proprietary Information” provided by iviewir, inc., Sirnon L. Bernstein, Eliot 1, Bemstein, or any officer, director, employee, agent or representative of iviewir, ine, (collectively "Company" to the undersigned in this business plan and any other documents or information, whether oral or written, is confidential and the sole property of Company and the undersigned shall not disclose eny Proprietary Information to any thitd party without the express written permission of Simon L. Bernstein. "Proprietary Information” means all materials and information (whether in writing or other recorded form, or oral, or mental) that the undersigned may receive or learn of now or in the future concerning Company which is non- public, proprietary, commercially valuable, not available in the public domain other than as a result of any breach of this Agreement, or not known or available in the computer software, Internet or e-commerce businesses or industry (the “industries”), or that is not known by others with whom the undersigned does, or plans to compete or do business, including without limitation (i) the contents of this Business Plan, projections or financial information relating to Company; (ii) the contents of any manuals or written materials of Company; (iii) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, or related persons; (iv) the terms of various agreements between Company and third parties; (v) any data or database, or other information compiled by Company, including, without limitation, information concerning Company, comput programs and listings, squrce codes and/or subject codes, trade secrets, Oa of ponding, patent debigrisy i forms, procedures, training methods, development, t information, marketing activities and procedures, method for operating of Comeany's 8 pas C - business, and credit and financial data concerning Company, and any other information, fa ppdee te S data, know-how or knowledge of a confidential or proprietary nature; and (vi) any Ae M information of a type described above 0: that is confidential in nature that is obtained, in any manner, whether in written, electronic, or other form now known or conceived of in the future, obtained or transmitted from or through or via this website or any website of the Company, in existence now or in the funie. . Conners, otis Cutty tne) $i mon L- Bernstean, Dist T. Bete stean, aul « U 66s van dines The -wadersigned acknowl 1@ Proprietary Information are valuable, special and orn unique assets of Company jersigned agrees (a) to receive in trust the Prop: tary eset. Information obtained directly or constructively by Company; (b) not to use such Mey ae, Proprietary Information for any purpose without Company a prior consent, (c) not to L Mia aft disclose such Proprietary Information to anyone without Company's prior written “P*“22..7 4 consent and (d) not to reproduce, fax, distribute, store or copy any Proprietary Information in any form without the express of Company. The undersigned understands that all Proprietary Information is confidential, all rights, title and interest in any Proprietary Information shall be and shall remain the exclusive property of Company, and no license or other tights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement. Nothing contained herein shall in any way testrict or impair to use, disclose or otherwise deal with an ny formation tad Thet The eae te her hee oa orton at fy osnaes gap PM ee Sage fo bites F rE Lode p10 keer achy vee ysed obtained from Company which (i) at the time of disclosure, use or dealing is part of the public knowledge or literature, by publication or otherwise, of is reasonabiy available to persons knowledgeable or working within the industies, through no breech of any Obligation herein created; (ji) the undersigned can show was in his possession prior to disclosure to him and was not acquired from Company; (iii) now or in the future is independently made available to the undersigned by or through a third party; (iv) relate to general business matters or trends of the industries. The foregoing exceptions shall apply ~ only from aiid after the date that the information becomes generality available to the __ public or is disclosed to the undersigned bya third party, respectively. Speeifie- You oa — informatio shall not be deemed to-be within the foregoing exceptions merely because ft '27/)-%4 Ssembmaced by more generat informatio inthe public demain. —. g ee ~ he (The undersigned shall have executed this Confidentiality Agreement prior to, of “ contemporaneously with, receipt of the Business Plan. x } Signature NN Neths ma ag shad prevent The wots fom Udeniy inte nb lig ep Borie Suet re mat Nekoi Pnuahen "pone Pe Hties, The hi hh or, Unbirsegned ela it oe pabshited wert trea? Jon tony mnennts, Heals : (0864/40017.001 BRLIB1/226097 vt o4i14/98 03:28 PM (2743)TOOLING P.BL/Ee % 6 ER PRRISKALER RUSE S61 241 5289 TO Gasandu 2255 Glades Roa Sula $40 West Boca Raton FL 3343-7360 “eleprane 852417400, woe Exownere In Foca ieeanaes e042. mpaeee PROSKAUER ROSE LLP Fax S61.2617165, as Date May 3, [999 Cllent-Matter 0894/40017/001 | _—=_e Total Pages (including Gover) From Christopher C. Wheeler ‘Sender's Room Number Sender's Voice Number 561.995.4702 Main Fax Operator $61.241.7400 To Richard Rosman FaxNo, 818.784.5096 Company Lewinter and Rosman Voice No, 818.784.7848 Message Per your request. Confidentiality Note: This message is confidential and intended onl for the use ofthe adldressee(s) named above. t may contain legally Divileged mates. Dissemination, cstibution or copying ofthis message, other than by such addressee(), is strictly prohibited, I you ‘have received this message in erro, please immediatly hotly us by telaphone and return the criginal to us atthe addiess above. We will reimburse you forthe cost ofthe telephone call and postage. Thank you. (9854/49017-001 BALIBT/229518 v1 04/20/99 05:48 Pm (27631CONFIDENTIALITY AGREEMENT The undersigned acknowledges and agrees that any and all “Proprietary Information” provided by wwiewis, Ine, Simon L. Bemstein, Eliot I. Bernstein, or any officer, director, employee, agent or representative of iviewit, Ine. (collectively “Company”) to the undersigned in any other documents or information, whether oral or titen, is confidential and the sole property of Company and the undersigned shal! not disclose any Proprietary Information to any third party without the express written permission of Sigmon L. Bemstein, “Proprietary Information” means all materials and information (whether in writing or other recorded form, or oral) that the undersigned may receive or learn of now or in the future concerning Company including without limitation (i) the contents of any Business Plan, projections or financial information relating to Company; (ii) the contents of any manuals of written materials of Company; (iil) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, of related persons; (iv) the terms of various agreements between Company and third parties, (v) any data of database, or other information compiled by Company, including, without limitation, information concerning Company, computer programs and listings, source codes and/or subject codes, trademarks, trade secrets, patents, patent designs, copyrights, forms, proceduses, training methods, development, technic@l information, marketing activities and procedures, method for operating of Company's business, and credit and financial data concerning Company, and any other information, data, know-how or knowledge of a confidential or proprietary nature, The undersigned acknowledges that the Proprietary Information are valuable, special and unique assets of Company. The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly or constructively by Company; (b) not to use sucia Proprietary Information {or any purpose without Company's prior consent, (c) not to disclose such Proprietary Information to anyone without Company's prior written consent and (a) not to reproduce, fax, distribute, store of copy any Proprietary Information in any form without the express of Company. The undersigned understands that all Proprietary Information is confidential, all rights, tite and interest in any Proprietary Information shall be and shall remain the exclusive property of Company, and 10 license or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement, The undersigned shall have executed this Confidentiality Agreement prior to, or contemporaneously with, receipt of the Business Plan. iviewit, Inc. REAL 3D, INC. Attention: Ellot I, Bernstein 500 S.E, Mizner Boulevard, Suite 102 Boca Raton, Florids 33432-6080 By: 800.519.0234 ——_—_ ~ (Title) Date: _ 089440017-001 9RUB1/227081 vt 04/22/99 01:16 PM (2743) PAGE, 2 4 ee 0}He 4s toes LAE Le che FrUssHUER RUSE ads U UssdmaualwolRLe Po! - nes & 2285 Glades Rose Suite 340 West Boca Raton, FL 33491-7360, Totapone 561.241.7400 ew yom Elseinnere in Foie Cosmic 800432.7748 sane PROSKAUER ROSE LLP Fax 561.261 745 pans Date Apri! 13, 1999 Total Pages (inciuding Cover) 3 From Christopher C. Wheeler Glient-Matter 0894/40017/0 a Sender's Room Number ‘Sender's Voice Number 561,995.47 Main Fax Operator 561.241.7400, To Richard Rossman FaxNo, 818.784.5096 Company Voice No, Message Deer Mr. Rossman: Please note suggested modifications. Could you please call me when you have had an opportunity to review? Christopher C. Wheeler Confidentiality Note: This message is ccnfertial and itended cl forthe use of the addressee) named above, I may contain legally peivieged material Dissemination, distuton or copying ofthis massage, other than by such addressee) sticly probed I you hhave received this message In error, please immediately notify us by telephone and rstum the original to us at the address above. We wil! reimburse you for the east of te telephone ca nd postage, Thank you (0894/40017-001 BALIB1/226834 v1 (04/19/88 10:31 am (2743)APR 13 193 11:16 FR PRUSKHLER ROSE 7ia5 TO @es4nsaw1700sH18 P. CONFIDENTIALITY AGREEMENT ‘The undersigned acknowledges and agrees thut any and all “Proprietary Information” provided by i view it, inc., Simon L. Bemstein, Eliot 1 Bemstein, or any officer, director, employee, agent, or representative of i view it, inc. (collectively, “Compasy""} ta the undersigned in this Business Plan and sny other documents of information, whether oral ar written, is confidential and the sole property of Company and the undersigned shall not disclose any Propristary Information to any third party without the express written permission of Simon L. Bernstein, “Proprietary Information” means all materials and information (whether in writing or other recorded form, or oral, or mental) that the undersigned may receive or learn of now or in the future Som Company concemiing Company which is non-public, proprie commercially valuable, not available in the public domain other than as a result aoe ‘breach ae » or val iternet or ¢-commerce businesses Or Plan, proje Gnanslal Twionmaton + ating to 8 Company, (Gi) the contents of any manuals or written materials of Company; (iii) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, or related persons; (iv) the terms of various agreements between Company and third perties; (v) any data or database, or other information compiled by Company, including, without limitation, information concerning Company, computer programs and listings, source codes and/or subject codes, trademarks, trade secrets, patents, patent designs, copyrights, forms, procedures, training methods, development, technical information, marketing activities aad procedures, method for operating of Company's business, and credit and financial data conceming Company, and any other information, data, imow-bow or knowledged of a confidential or proprietary nature; and (vi) any information of a type described above or that is confidential in nafure that is obtained in any manner, whether in written, electronic, or other form now known or conceived of in the future, obtained or transmitted from or through or via this website or any website of the Company, in existence now or in the future, ‘The undersigned acknowledges thet the Proprietary Information are valuable, special and unique assets of Company. The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly or constructively by Company; (b) not to use such Proprietary Information for any purpose without Company's prior consent; (¢) not to disclose such Proprietary Information to anyone without Company's Prior written consent; end (d) not to reproduce, fax, distribute, store or copy any Proprietary Information in any form without the express of Company. The undersigned understends that all Proprietary Information is confidential, all rights, title and interest in any Proprietary Information shall be and shall remain the exclusive property of Company, and no license or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement, Nothing contained herein shall in any way restrict or impair to use, disclose or otherwise deal with any information obtained fom Company which (i) af the time of disclosure, use or dealing is part of the public knowledge or literature, y publication or otherwise, or is reasonably available to persons knowledgeable or working within the industries, through no breach of any obligation herein created; (ii) the undersigned can show was in his possession prior to disclosure to him and wus not acquired from Company; (iii) now of in the future is independently made available to the a a third party; (iv) relate to general business oa matters of trends of the industries. \ngey’ The undersigned shall have executed this Confidentiality Agreement prior to, or contemporaneously with, receipt of the Business Plan. APR @9 1999 19:26 Sei 417 4470The foregoing exceptions shall apply only from and after the date that the information becomes generally available to the public or is disclosed to the undersigned by a third party, respectively. Specific information shalt not be deemed to be within the foregoing exceptions merely because it is embraced by more general information in the public domain. Additionally, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain, If the undersigned intends to avail himself/herself of any of the foregoing exceptions, the undersigned shall notify the Company in writing of his/her intention to do so and the basis for claiming the exception. 4740140017-001 BRLIB1/225724 v1 (98/12/98 01:40 PM (11485)Telephone Numbers: Law Offices of Telecopier Numbers: (818) 784.7848 LeWINTER & ROSMAN (818) 784.5096 (310) 551-2606 A Professional Corporation (818) 784.9824 16255 Ventura Boulevard, Suite 600 Encino, CA 91436 FACSIMILE TRANSMITTAL SHEET Telecopier No.: (561) 417-4470 FOR IMMEDIATE DELIVERY Telephone No.: (561) 417-8980 To: ELIOT I. BERNSTEIN € -NT Date: April 9, 1999 Sie! d From RICHARD D. ROSMAN, ESQ. No. of Pages Being Sent (including Cover Page): Subject: Please see attached NOTE: This message is intended forthe confidential use ofthe designated Recipient named above, “This message may be an attorney-client | communication and, a such, is PRIVILEGED and CONFIDENTIAL, or exempt ftom disclosure under applicable federal or stat law If the reader ofthis message i not the intended recipient or an agent responsible for delivering it othe intrded recipient, you ae hereby "iid that any veview, dissemination, distribution or unauthorized copying of this message of this message is strictly prohibited you have received this commurication in eror. peas immediatly notify te sender or this oie by telephone and ret te original message tous by mail. Thank you for your cooperation Comments/Remarks: Here are my suggested changes to the Agreement for my client. Talk to you on Monday. Time Sent: L amipm (PST) Operator: __Myrna S. Tangco ‘Original Confirmation of this fax will not be sent. If you have any problems with this transmission, please notity the Sender or the Operator immediatelyCONFIDENTIALITY AGREEMENT ‘The undersigned acknowledges and agrees that any and all “Proprietary Information” provided by ‘ view if, inc., Simon L. Bernstein, Eliot 1. Bernstein, or any officer, director, employee, agent, or representative of i view it, nc. (collectively, “Company” to the undersigned in this Business Plan and any other documents or information, whether oral or written, is confidential and the sole property of Company and the undersigned shall not disclose any Proprictary Information to any third party without the express written permission of Simon L. Bemstein. “Proprietary Information” means all materials and informaticn, (whether in writing or other recorded form, or oral, or mental) that the undersigned may receive or learn of now or in the future from Company conceming Company which is non-public, proprietary and commercially valuable, not available in the public domain other than as a result of any breach of this ~Kereement, or not known or available in the computer software, Tiemet or e-commerce businesses or industry (the “industries"), or that is not known by others with whom the undersigned does, or plans to compete or do business, including without limitation, () the contents of this Business Plan, projections or financial imformation relating to Company; (ii) the contents of any manuals or written mat Company; (iii) the names and records of actual or prospective clients, customers, suppliers, lenders, financing sources, of related persons; (iv) the terms of various agreements between Company and third parties; (v) any data or database, or other information compiled by Company, including, without limitation, information concerning Company, computer programs and listings, source codes and/or subject codes, trademarks, trade secrets, patents, patent designs, copyrights, forms, procedures, training methods, development, technical information, marketing activities and procedures, method for operating of Company’s business, and credit and financial data concerning Company, and any other information, data, know-how or knowledged of a confidential or proprietary nature; and (vi) any information of a type described above or that is confidential in nature that is obtained in any manner, whether in written, electronic, or other form now known or conceived of in the future, obtained or transmitted from or through or via this website or any website of the Company, in existence now or in the future. ‘The undersigned acknowledges that the Proprietary Information are valuable, special and unique assets of Company. The undersigned agrees (a) to receive in trust the Proprietary Information obtained directly or constructively by Company; (b) not to use such Proprietary Information for any purpose without Company's prior consent; (c) not to disclose such Proprietary Information to anyone without Company's prior written consent; and (d) not to reproduce, fax, distribute, store or copy any Proprietary Information in any form without the express of Company. The undersigned understands that all Proprietary Information is confidential, all rights, ttle and interest in any Proprietary Information shall be and shall remain the exclusive property of Company, and no license or other rights are granted to the undersigned by Company by acknowledgment of this Confidentiality Agreement, Nothing contained herein shall in any way restrict or impair to use, disclose or otherwise deal with any information obtained from Company which (i) at the time of disclosure, use or dealing is part of the public knowledge or literature, by publication or otherwise, or is reasonably available to persons knowledgeable or working within the industries, through no breach of any obligation herein created; (ii) the undersigned can show was in his possession prior to disclosure to him and was not acquired from Company; (iii) now or in the future is, independently made available to the undersigned by or through a third party; (iv) relate to general business matters or trends of the industries. The undersigned shall have executed this Confidentiality Agreement prior 10, or contemporaneously with, receipt of the Business Plan.sot Batnatem lo, Renard Rosman 500 SE Mizner Boulevard Suite 102 Boca Raton, FL 33432-6080 Voice: 561.417.8980 Fax: 561.417.4470 Email: alps@netline.net Web: wwww.iviewit.com CONFIDENTIAL FASCIMILE Time | 4-40:00 PM Rich, : Sign and send back to 561.417.4470. Thanks, Eliot To: Richard Rosman Pages: 2 For information Call: 5614478980 Fax Number : 1-561-4174470ine, Your third eye:to the world’ Confidentiality Agreement ‘The undersigned achan edges srt ogee wa ay an a Pr meter fnfrmaton” provaded by Wet, Sunn, Basen, Bot 1, Bertin, of any offist,ceccs, snupoyee, aget represen tice of Mit he (Glleeuvaly “Company? 0 th undersigned w tis business plan and any other Gocuments or ntonrigion. whether ord or wiaen, is confident snd The So ory ard Ne ute sigued shal a slog wy Proprietary Enfonnaion 19 ay hid pany withow he eres wien property of cf Simop L. Benen. “Ptopmgary Inonnatioe” means al guess aad uformation (while in wring teorded form, or er, or mal) ha the wessignea os thee 4s Feeive or earn of sow or uti Fturecocertz Compa ncding srutiou ation) the coutets ofthis Busvuess Plan, proyestons or nant formation rating to Cmmpany. ihe contess of any minaals or wten als of Comput he names and records of aucul or prospeeuve ces tiers. supper, Fendets lated persons i) the terms of vans agrees botveen Company dohied patsy) my dase fabase, ag cle infoemaion compiled by Company, econ, witout Umatcn, yiyrnaion neers Compeny, comput is and stings, so odes, tademasks, wade 3c, pa Fs, patent esiens,copysgis. fom proctzes, inns methods. devetopment, tenica information. aren a ert and Sail da concemang Comp 4 wal ay ober aformton, daa KnOW Row rksomedect ox pospticey nue, a sud above ora seni sritvan ts BUbEE i any mn Ivhelierin wtiten dacuonis or her form now known or conssivel ofthe fate, obtate:0transnied fom dgwugh or ats website oy he wrderngnsd sknowledges tale Propritary Lafoaon are vuuable psi an unique eset of Company The widerigned ages} to ectve srs the Proprietary intornain 90M ry By Company (8) not 6 use sch rupose without Cony Spor gonsers (6! aa ta digo sul Proper Information pone ‘thot Company”s ror wisn 3 for ad) no reproduce, ta, ditadute, stone oF copy zy ypieary Infos in ay out the express of Com ay. The iden gned understands tha al ropritarytafoomatcs i gotidental ls tian formation shal be atl al remain rated ode undeniene “The undersigned shall have ex in any Proprietary o1 Company, and ne license or tes onan by akawaledgent otis Contidenay Ageement this Contidentiaity Agretmers sare jor 0, outer perancousy wilh cept ofthe Busines Pon. Hoa have any cvestons ig te Gosia iy azreomen pews eons 2288 Giades Koad Boca Raton, FL ASBLT3B_ o~ \ 4 eve tote HoF > \ 4 eve tote tPe - our third eye to the world Confidentiality Agreement ‘he undersigned acknowledges and grees tha any and all "PropeitaryInfration” provided by AVLewSt, ne. Simon emscin, Hot | Bemstcn, o any office, diostor, employee, agent or reprseniative of iviewit, Ane. (collectives Company") the undersigned in Ns business plan and any ther document or information, whether oral oF writen, is onfidenil andthe sole propery of Company and the unersignest all no slate any Proprietary Lnfrmation to any hid party without the express writen emission of Sina L, Bemstcin, "Proprietary Informatio means all materi nn ration (whether in weting ‘or other corded form, oF ol oF mental) that the undersigned ray roovive of lam of ow on the future eoneeming Compa ‘oshing without imitation (i) the eontents ofthis Business Pan, projections or financial information rating 0 Companys (i) the comtnls oF any mumsas or writen materials of Company ii) the ames and records of actual or prospective eis, custom. supplier, lends, inancing soures, rae persons) the kts of various agrecmentsbetwsen Company an thin pares (8) any data 0° database, or other information compiled by Conpany, including, without limitation, information coneeming Company, computer programs and listings, Source codes andor subject codes, rademerks, ade seeres, patents patent designs, sopyrihts forms, procedures, training methods, development, techies informtion, marketing aves and proettes, method or operat of ‘Compsny's busines, and eet and franca data conceming Company and any othe information, da, know-how or knowielee of «contdentilo proprietary ature and (vi) anyinorttion oF type desert above oe hati confident in nature tats obained, in any manne, whether in writen, clectroni, or ther form now krown o creed of the Ftur, obtained or transmit Lom or ‘hough ova this ob any website ofthe Company it exstnse now oi he fate, The undersigned acknow ied hal he Proprietary information are valuable, pesia and inne assets of Company. The undssigned agrees (a) to recive in tus the Proprietary information absined dircly or eanstusively by Company (yma use such Propritaryiormaton for sparse without Cormpany’s prior consent) nt ta disclose such Proprietary Information w anyone vthaut Company’s prior writen sasent and () nat 0 reproduce ox, dtu, soe or copy any Proprietary Information ay ‘orm without the express of Company, The undesired understands that al Propitary Information is eonfdental, al igh tle and inst in any Proprietary information shall be and shal remain the exclusive propery of Company, and no licens or the Fights re erate othe undersigned by Company by acknowledgment ofthis Confidentiality Agreemen "The undersigned shal ave executed this Conder Agreement rior 0, contemporancously With, receipt of te Business Pan you have ay questions regarding the confidentiality agreement please contac! crisper whee Prosar Rose LLP One Roca Pace Suite 340 West 2255 Glades Res Boca Raton, FL, 33431-7360 561) 241-7400 whockrdoeswersom—— = LW A eye to the “ * INTERACTIVE TABLE OF CONTENTS EXECUTIVE SUMMARY. Core MARKETS Uses OF INITIAL CAPITAL Missioy STATEMENT Company © QwyeRsHiP * LOCATIONS & FACILITIES Tue iviewit virrvatMau TECHNOLOGY MARKET ANALYSIS Competitive EDGE Capital REQUIREMENTS MARKETING STRATEGY PRICINGSTRATEGY SaLHS LITERATURE STRATEGY FOR GRowrH MANAGEMENT SUMMARY ERACTIVE VIDEOS NTERACTIVE FINANCIALS> > our third eye to the world Executive Summary Aiviewit intends to establish itself as the leading global company in virtual multimedia intemet product display, thereby defining the next level of intemet portal for E-Commerce. iviewit'S "patent pending" speed and imagery technologies, will differentiate LvLewit from portals such es Lycos, Excite, AOL, Yahoo and Ebay, and create a brand new internet E-commerce platform. Within the Lviewit web, products represented are in a high definition "HD WEB" virtual reality environment where the end user can control and manipulate the product environment to view multifaceted dimensions with high-powered magnification at FULL SCREEN iviewit technology redefines the web experience. The company intends to apply this pioneering process to a multitude of products focusing on the core markets mentioned herein and then expanding these as capital growth permits, creating a virtual reality shopping mall with an endless number of floors, based entirely on iviewit technology. So sit back and relax and let Lviewit open your "Third eye to the world! Virtual Reality Explanation - ave you ever wished you could climb inside your computer and sce the rest of the surroundings es if you were there? At Lviewit ' $ website, you can do just that, Ourimagery enables you to experience a location or object, allowing you to mouse around, see, and zoom, up to an amazing 1700 times, the full 360° panoramic view. Astounding "patent pending” clarity and speed technologies bring ivi@wit' Ss images onto your entire full screen, iviewit represents a pivotal transition in global E-commerce. Currently, commerce occurs across a one-dimensional plane; websites are simply brochures posted to the web. Products bought and sold use flat lifeless pictures and text. iviewit technology is remarkably different because the product comes alive, empowering the user to inspect all dimensions of the product. The site has integrated voice overlays and a live videoconference feature enabling buyer and seller to engage in real-time discussion. This live interface adds a dynamic new element to E-Commerce, the live and personal salesman, All Internet websites currently lack one major ingredient; the human sales approach. This revolutionary advancement in site design, will give our customers tremendous advantage over traditional websites. Aviewit allows all this technology to occur without the need for downloads, complicated plug-ins, or special software. Companies with existing web sites will have the ability to link their site directly to the virtual pages maintained by iviewi t, or create entirely new websites based on the L-Viewd t technology. Mission Statement: ‘To deliver a multimedia experience, through the integration of iviewit's “patent pending" proprietary virtual reality process, that will render conventional shopping methods both inferior and economically obsolete by creating for the user the most realistic, friendly environment to view, tour, and purchase everything from a Barney toy to a 100 story commercial building, after inspecting it with better resolution than the human eye. Lviewit will set the standard against whichall E-commerce endeavors are measured, with respect to both the utility of the buyer and seller and the retum on equity for the shareholder. Competitive Edge The Internet is a rapidly evolving industry in which business gravitates towards the market participant providing the greatest utility to the Internet user. iviewit is uniquely positioned to capitalize on this industry characteristic as the first to the street with i's "patent pending” process. With astonishing swiftness, great technologies are chronicled on news shows, periodicals and around the water cooler providing immeasurable and invaluable brand recognition and loyalty. iviewit's transformation of the intemet experience will manifest itself into unprecedented site tatlic - THE CLICK HEARD ‘ROUND THE WORLD! AVL EWE has several distinct advantages over current competitors. First, iviewit 'S web site is the only current site 10 provide a clear Ps FULL SCREEI 3-D virtual reality tour of any property or object with point-n- click zoom capabilities without loss of object clarity. You can take a small object from your viewing screen 30 feet away in reality, and pull it into your full screen, without pixel distortion. Current competitors such as realtor.com and rent.net. msn carpoint, which utilize pan images, fall far short of providing the necessary quality and features to effectively market large ticket items. Tviewit will open the untouched markets of real estate and other high-end luxury items to all Internet users, making these products not only viewable but instantly saleable to the end user.oF - \ 1 eye tote H a BUSINESS PLAN SUMMARY- our third eye to the world Confidentiality Agreement The undersignel acknowledges and aurs that any and all "Proprietary Information® provided by iviewit:, ne., Simon t Hemsten, Eliot & Bemstein, or any elie, econ, employee, agent or repcscnaine of iviewit, ine. (olleively ‘Company 1 the undersigned in tis busines plan and any otber documents or information, whether oral oF write, i ents and the soe propery of Cormpany an the undersigned shall not disclose any Proprietary inomaton to any ti party without the express wtan permission of Simo Bemstein.*PropreayInformation” means all materials and norton (whether in writing or ocr econ fm, oF onl, meal) thatthe undersigned muy reeeive or Isr of now or inthe ftuteconceming. Company rang without ina un the contents ofthis Business Plan projestions or financial information relating to Company i tbe contents oF any manuals or writen materials of Corgan: (i) the mamas and records of actuator prospective cll, customers suppliers, inancing sources of relate persons; i) the terms of vasous agement between Company and hid paris: (8) any data oF datbase, oF other information compe! by Company, inluding, without Imitation, afannation consemig Capany computer programs and linings, sour codes andor subject codes, trademarks, lade seer, patents, patent designs, sopynshs rovers, eaning methods, development, ehnial information, marketing ativities and procedures, method for operating of Company's busines, andere and nancial dala conceming Company, and any other information, daa, SA0W-AOW oF knowledge oF « contidental or proprietary nate and (1) any nfo of type deserted above o hats confidential inate that is btn inany tamer, whether in writen, letrni, oF other form now known or corei¥ed on the flue, obtained or rans Sono stnough or via this website or any website ofthe Company, im existence now or te a he undersigned acknowledges that the Propristary Information are vale, special and unique asst of Company, The undersigned sgret a) 9 escve in trust the Proprietary Information obtained directly or constructively by Company: (B) Nt we such Propritary Information fran pagose without Company's pio consent, () a0 to disclose such Proprietary Information to yon without Company's prior writen consent and (8) not reproduce, ox dstnbul, foe oF copy any Proprietary Tnfrmation nary fam without he express of Company. The undersgni understands that all Popitary Information confidential rights, tile and ingtst in any Proprietary Information shall be and shall remain the exclusive property of Company an a Heense or ther ighls xe ranted othe undersigned by Compaay by acknowledgment af his Confidentiality Agreement he were shall have execu this Confidentiality Agreement priv 0, oF eomteporancously wih, esp ofthe Business Plan eyo have any questions regarding the confidentiality spreement please conta: Christopher C. Wheeler Proskauer Rose LLP (ne Boca Place vite 340 Were 2255 Glades Road Foca Raton, FL. 33431-7360 561) 241-7400 coeclerGnmskausesom)> se - our third eye to the world INTERACTIVE TABLE OF CONTENTS EXECUTIVE SUMMARY, Cope MARKETS Uses Or INITIAL Capital Mission STATEMENT Company + Owversme * Locations & Facuries PRODUCTS & SERVICES Tuc iviewi t Virtual. Ma ‘TECHNOLOGY MARKET ANALYSIS Competitive Epg CaPiTAL REQUIREMENTS MARKETING STRATEGY PRICING STRATEGY ‘SALES LITERATURE STRATEGY FOR GROWTI MaNaGemeny SUMMARY © INTERACTIVE vinos INTERACTIVE FINANCIALSa - our third eye to the world mar} xe AVvieWALt intends to establish itself as the leading global company in virtual multimedia internet product display, thereby defining the next level of intemet portal for E-Commerce. Lviewit's "patent pending" speed and imagery technologies, will differentiate LVA@WiLt from portals such as Lycos, Excite, AOL, Yahoo and Ebay, and create a brand new internet E-commerce platform. Within the Lviewit web, products represented are in a high definition "HD WEB" virtual reality environment where the end user can control and manipulate the product environment to view multifaceted dimensions with high-powered magnification at FULL SCREEN ivdiewit technology redefines the web experience. The company intends to apply ‘this pionecring process to a multitude of products focusing on the core markets mentioned herein and then expanding these as capital growth permits, creating a virtual reality shopping mall with an endless number of floors, based entirely on iviewit technology. So sit back and relax and let LVLiewit open your "Third eye to the world!" Virtual Reality Explanation - Have you ever wished you could climb inside your computer and see the rest of the surroundings as if you were there? At LVL@WLt'S website, you can do just that. Ourimagery enables you to experience a location or object, allowing you to mouse around, see, and zoom, up to an amazing 1700 times, the full 360° panoramic view. Astounding "patent pending” clarity and speed technologies bring LVLewit'S images onto your cntire full sereen. Avaiewit cepresents a pivotal transition in global E-commerce. Currently, E- commerce occurs across a one-dimensional plane; websites are simply brochures posted to the web. Products bought and sold use flat lifeless pictures and text. iviewit technology is remarkably different because the product comes alive, empowering the user to inspect all dimensions of the product, ‘The site has integrated voice overlays and a live videoconference feature enabling buyer and seller to engage in real-time discussion. This five interface adds a dynamic new element to E-Commerce, the live and personal salesman. All Internet websites currently lack one major ingredient; the human sales approach. This revolutionary advancement in site design, will give our customers a tremendous advantage over traditional websites. Aviewit allows all this technology to occur without the need for downloads, complicated plug-ins, or speci | software. Companies with existing web sites will have the ability to link their site directly to the virtual pages maintained by LVLiewit, or create entirely new websites based on the LViewi t technology. Mission Statement: To deliver a multimedia experience, through the integration of iviewit's "patent pending” proprietary virtual reality process, that will render conventional shopping raethods both inferior and economically obsolete by ereating for the user the most realistic, friendly environment to view, tour, and purchase everything from a Bamey toy to a 100 story commercial building, after inspecting it with better resolution than the human eye. LviewAt will set the standard against whichall E-commerce endeavors are measured, with respect to both the utility of the buyer and seller and the retum on equity for the shareholder. Competitive Edge The Intemet is a rapidly evolving industry in which business gravitates towards the market participant providing the greatest utility to the Internet user. iViewit is uniquely positioned to capitalize on this industry characteristic as the first to the street with it's "patent pending” process. With astonishing swiftness, great technologies are chronicled. on news shows, periodicals and around the water cooler providing immeasurable and invaluable brand recognition and loyalty. iviewit's transformation of the internet experience will manifest itself into unprecedented site uaflic - THE CLICK HEARD 'ROUND THE WORLD! ALviewi t has several distinct advantages over current competitors. First, LVLewit's web site is the only current site to provide a clear FULL SCREEN 3-D virtual reality tour of any property or object with point-n- click zoom capabilities without loss of object clarity. You can take a small object from your viewing screen 30 feet away in reality, and pull it into your full screen, ‘without pixel distortion, Current competitors such as realtor.com and rentnet, msn carpoint, which utilize pan images, fall far short of providing the necessary quality and features to effectively market large ticket items. LViewit will open the untouched markets of real estate and other high-end luxwry items to all Internet users, making these products not only viewable but instantly saleable to the end user.