Each undersigned party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to properties, composition or structure of the Disclosing Party’s products or proposed products or the development, the manufacture or processing thereof or machines therefore or the Disclosing Party’s business (including, without limitation, reagents, investigative methods, computer programs, algorithms. names and expertise of clients, employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as “Disclosing Party Proprietary Information”.  In this particular instant the parties which could be the disclosing or receiving parties are Balboa Pacific Corporation, Balboa Conversion Technologies, Inc, and their respective  officers, directors, agents and affiliates and/or assigns and __________________________________ and his/their officers, directors, agents and affiliates and/or assigns.


Notwithstanding the foregoing, nothing will be considered “Disclosing Party Proprietary Information” unless either (1) it is first disclosed in tangible form conspicuously marked “Confidential” or (2) it is first disclosed in non-tangible form and orally identified as confidential at the time of disclosure and is summarized in tangible form conspicuously marked “Confidential” with 30 days of the original disclosure.


In consideration of the parties’ discussions and any access the Receiving party may have to Disclosing Party Proprietary Information, the Receiving Party hereby agrees as follows:


The Receiving Party agrees (I) to hold the Disclosing Party Proprietary Information in confidence as a fiduciary and to take all reasonable precautions to protect such disclosing Party Information (including, without limitation, all precautions the Receiving Party employs with respect to its most confidential materials), (II) not to divulge any such Proprietary Information or any information derived there from to any third person (except subject to the conditions stated below), (III) not to make any use whatsoever at any time of such Disclosing Party Proprietary Information for the benefit of any person other than the disclosing Party or as expressly contemplated by the Disclosing Party, (IV) not to remove or export from the United States or re-export any such disclosing Party Proprietary Information or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws and regulations, and (V) not to copy or reverse engineer any such Disclosing Party Proprietary Information.  Any employee or consultant given access to any such Disclosing Party Proprietary Information must have a legitimate “need to know” and will be similarly bound in writing.  Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (I), (II) and (V) will not apply with respect to any information after (5) five years following the disclosure thereof or to any information that the Receiving Party can document (a) is or (through no improper action or inaction by the Receiving Party or any affiliate, agent or employee) generally available to the public, or (b) was in its possession or know by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party without restriction; provided the Receiving Party  complies with restrictions imposed by the third party, or (d) was independently developed without use of any Disclosing Party Proprietary Information by employees of the Receiving Party who have had no access to such information.


The Receiving Party may make disclosures required by court order provided the Receiving Party uses best efforts to limit disclosures and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.


The Receiving Party understands and acknowledges that the Disclosing Party is not making any representations or warranty, express or implied, as to the accuracy or completeness of the Disclosing Party Proprietary Information and neither the Disclosing Party nor any of its officers, directors or agents will have any liability to the Receiving Party or any person resulting from the Receiving Party’s use of the Disclosing Party Proprietary Information.


The Receiving Party acknowledges and agrees that all Disclosing Party Proprietary Information and its tangible media delivered by the Disclosing Party to the Receiving Party will be and will remain sole and exclusive property of the Disclosing Party.  Nothing contained in this Agreement will be construed as granting or conferring any rights by license or otherwise, expressly, implied, or otherwise for inventions discovery or improvement made, conceived or acquired prior to or after the date of this Agreement.  The Receiving Party also agrees, if applicable, to promptly and fully disclose to the Disclosing Party and invention and/or copyrightable work of authorship which any employee of the Receiving Party may make, whether alone or jointly, resulting from the use of the Disclosing Party Proprietary Information, that all rights in any such invention and/or copyrightable work of authorship will belong solely to the Disclosing Party and that the investor(s) thereof will execute any documents or take such other action as may be required to confirm such rights.


The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party and, therefore, that upon any such breach or any threat thereof, the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, attorney’s fees, in connection with any breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorized use or release of any such Disclosing Party Proprietary Information.  The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware.  In the event that a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable will hold any of the provisions of this Agreement, such provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.  This Agreement will be governed by the laws of the State of California without regard to the conflicts of law provisions thereof.  The undersigned hereby consents to the jurisdiction and venue of the Civil Courts of San Diego County, State of California for the purpose of any legal action or proceeding between the undersigned parties.  This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof.  The prevailing party in any action to enforce this Agreement will be entitled to costs and attorneys’ fees.  No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.


The Receiving Party further covenants to have this Agreement signed by third parties who are provided with confidential and /or other proprietary information by the Receiving Party.

In witness whereof, the parties have executed this Agreement as of the month, day and year set forth below:


“BALBOA PACIFIC CORPORATION”                                               ____________________________________


Date: ______________________ ___, 2005                                        Date: _______________________ ___, 2005


BY: _______________________________                                        BY __________________________________

        James O. Boylan, III                                                                                                                                    

        President and CEO                    


13155 Portofino Drive, San Diego, California 92014
Phone: (858) 259-7621 • Fax: (858) 259-7728 • E-mail: