Real 3D, Inc.

and

iviewit , Inc.

__________________________________________________________

This Agreement (hereinafter referred to as the "AGREEMENT"), made and dated this 14th day of May, 1999, by and between Real 3D, Inc. (hereinafter referred to as "REAL 3D") having a place of business at 2603 Discovery Drive, Suite 100, Orlando Fl 32826 and iviewit , Inc. (hereinafter referred to as " iviewit "), having its place of business at 500 S.E. Mizner Boulevard, Suite 102 Boca Raton, Florida 33432-6080 each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively.

WHEREAS, iviewit represents that it possesses or may in the future possess certain technical, business, financial and other information which it considers proprietary and which relates to apparatuses and methods for producing enhanced digital images, hereinafter called "PROPRIETARY" or "PROPRIETARY INFORMATION"; and

WHEREAS, REAL 3D represents that it possesses or may in the future possess certain technical, business, financial and other information which REAL 3D considers proprietary to it and which relates to 2D and/or 3D Graphics, and Video Technology, hereinafter called "PROPRIETARY" or "PROPRIETARY INFORMATION"; and

WHEREAS, it is recognized that, in order to consider various business opportunities that may be of interest to the Parties in connection with any current or future contractual relationship between the Parties, it may be both necessary and desirable that the Parties exchange the above- described PROPRIETARY INFORMATION.

NOW, THEREFORE, for the sole purpose of permitting the parties hereto to explore a possible future business arrangement between the parties relating to 2D and/or 3D Graphics and Video Technology, and in consideration of these premises, and of the mutual promises and covenants contained herein, the Parties hereto agree as follows:

1. That this AGREEMENT shall not be construed as a Teaming, Joint Venture or other such arrangement; rather, the Parties hereto expressly agree that this AGREEMENT is intended for the protection of PROPRIETARY INFORMATION only.

2. That neither Party has an obligation to supply PROPRIETARY INFORMATION hereunder.

3. That nothing in this AGREEMENT shall be deemed to grant a license directly or by implication, estoppel or otherwise under any patent or patent application, or to any PROPRIETARY INFORMATION disclosed pursuant to this AGREEMENT.

4. That during the term of this AGREEMENT, the Parties hereto, to the extent of their right to do so, may exchange technical information and other data which is considered by the disclosing Party to be PROPRIETARY. In order for such written information and data to be considered PROPRIETARY and subject to this AGREEMENT, it shall be identified in writing at the time of the disclosure by an appropriate legend, marking, stamp or positive written identification on the face thereof to be PROPRIETARY. Any PROPRIETARY INFORMATION which is exchanged between the Parties orally or visually, in order to be subject to this AGREEMENT, shall be identified to the receiving Party as PROPRIETARY or CONFIDENTIAL orally at the time of disclosure and in writing within thirty (30) days after such oral or visual disclosure. Any PROPRIETARY INFORMATION which is exchanged between the Parties via electronic, email, computerized or similar means, in order to be subject to this AGREEMENT, shall be identified to the receiving Party as PROPRIETARY or CONFIDENTIAL by a prefatory statement which may be either written, oral or electronic at or about the time of disclosure and in writing within thirty (30) days after such electronic, email, computerized or similar disclosure. The exclusive points of contact (designations) for the Parties with respect to the exchange of the PROPRIETARY INFORMATION are as follows:

REAL 3D:	REAL 3D, INC.

2603 Discovery Drive, Suite 100

Orlando FL 32826

Attention:	Gerry Stanley

Phone:	(407) 515-5150

iviewit :	500 S.E. Mizner Boulevard, Suite 102
Boca Raton, Florida 33432-6080

Attention: Eliot I Bernstein

Phone:	(561) 417-8980

Each Party may change its designation by written notice to the other.

5. That for a period of five (5) years from the first date of receipt of the disclosing Party's PROPRIETARY INFORMATION which has been or will be exchanged relative to this AGREEMENT, the receiving Party shall take reasonable steps (at least commensurate with steps it takes for its own PROPRIETARY INFORMATION) to preserve in confidence such PROPRIETARY INFORMATION and prevent disclosure thereof to third parties. The receiving Party shall further restrict disclosure of such PROPRIETARY INFORMATION to only those employees who have a need to know and who have been advised of the restrictions on disclosure and use.

6. That such PROPRIETARY INFORMATION delivered by the disclosing Party to the receiving Party shall be used only for the sole purpose set forth above. No other use of the said PROPRIETARY INFORMATION is granted without the written consent of the disclosing Party. In the event the disclosing Party gives its approval for the receiving Party to disclose such PROPRIETARY INFORMATION to the U.S. Government, the receiving Party shall ensure that all such disclosures bear all appropriate legends required under Government regulations that are necessary to preserve the proprietary nature of such information.

7. That the obligations with respect to disclosing and using such PROPRIETARY INFORMATION, as set forth in paragraphs 5 and 6 of this AGREEMENT, are not applicable to any such technical information or other data if the same is:

(a)	in the public domain at the time of receipt or comes into the

public domain thereafter through no act of the receiving Party in

breach of any agreement with the disclosing Party, or

(b)	known to the receiving Party on a non-confidential basis prior to disclosure by the

disclosing Party, or

(c)	disclosed with the prior written approval of the disclosing

Party, or

(d)	independently developed by the receiving Party, or

(e)	lawfully disclosed to the receiving Party by a third party under conditions

permitting such disclosure.

Any Party seeking to claim one of the foregoing exceptions shall bear the burden of proof in demonstrating its availability.

8. All transfers of information and data under the terms of this AGREEMENT shall at all times be subject to the export control and other applicable laws and regulations of the government of the United States of America and any amendments thereof. Such laws and regulations include, but are not limited to, the Arms Export Control Act of 1976 and the International Traffic in Arms Regulations ( 22CFR ). Each party agrees that it shall not make any disposition, by way of trans- shipment, re-export, diversion or otherwise, except as said laws and regulations may expressly permit, of goods or data shipped from one party to another, other than in and to the country declared as the ultimate destination on the export license issued by the government of country of origin.

9. This AGREEMENT shall (unless extended by mutual agreement) automatically terminate on December 31 1999, but may be terminated earlier by either party giving (30) days notice in writing to the other Party of its intention to terminate. Termination shall not, however, affect the rights, limitations and obligations contained herein with respect to PROPRIETARY INFORMATION supplied hereunder prior to termination, all of which rights, limitations and obligations shall survive in accordance with their terms as to such PROPRIETARY INFORMATION.

10. This AGREEMENT shall be governed by and interpreted in accordance with the law of the State of Florida exclusive of its conflict of law rules.

11. This AGREEMENT contains the entire understanding between the Parties relative to the protection of PROPRIETARY INFORMATION and supersedes all prior and collateral communications, reports, and understandings between the Parties in respect thereto; except that nothing in this AGREEMENT shall supersede or in any way modify any of the terms and conditions, or the rights and obligations of the Parties: ( i ) included in any purchase agreement between the Parties unless said purchase agreement so stipulates or (ii) with regard to any PROPRIETARY INFORMATION of iviewit disclosed or made available to REAL 3D prior to the date of this Agreement under that certain Confidentiality Agreement between the Parties dated May 5, 1999. No change, modification, alteration, or addition to any provision hereof shall be binding unless in writing and signed by authorized representatives of both Parties.

12. The Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by either Party and that either Party shall be entitled to seek specific performance as a remedy of any breach by the other Party without the necessity of posting bond or other security, which requirement is hereby waived by the Parties. Such remedy shall not be deemed to be the exclusive remedy for either Party for any breach of this Agreement and shall be in addition to all other remedies available by law or equity. If any legal action is brought for the enforcement of this Agreement, or because of an alleged dispute, breach or default in connection with any provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, court costs and all reasonable expenses, in addition to any other relief to which such party may be entitled.

This AGREEMENT shall apply in lieu of and notwithstanding any specific legend or statement associated with any particular information or data exchanged, and the duties of the Parties shall be determined exclusively by the aforementioned terms and conditions.

iviewit , Inc.	Real 3D, Inc.

By: ____________________________	By: _____________________________

Typed Name: Eliot I. Bernstein	Typed Name: David A. Bolton

Title:	President	Title: Assistant General Counsel