CONFIDENTIALITY LETTER AGREEMENT (February 20, 2009 Rev)

To Whom it May Concern:

Recipient & Disclosing Party. In connection with the evaluation, production, assembly, manufacturing, marketing, and/or sale, or the performance of any related processes, by you, your agents, your company, its subsidiaries, affiliates and employees (known as the "Recipient") with respect to certain power transmission technology (the "Technology") invented and owned by VMT Ventures (known as the "Disclosing Party"), the Disclosing Party has supplied, or may supply, Recipient with certain information concerning the Technology. Such information concerning the Technology may include, but is not limited to, information on the Technology as a whole and the manner in which it is used and operated, as well as information regarding parts and manufacturing details for the Technology. As a condition to Disclosing Party furnishing such information to Recipient, Recipient hereby agrees to receive, hold and otherwise deal with the Confidential Information (as defined below) as provided in this Letter Agreement (Non Disclosure Agreement, NDA).

Prior or Current Work on Continuously or Infinitely Variable Transmission Technology (CVT or IVT). Recipients agree that if they review proprietary information relating to the Technology, or enter into any type of a consulting or contracting relationship with the Disclosing Party, that they will have no intention to lay claim to current, or any future development of the Technology regardless of their association or contributions to the Disclosing Party's work, inventions and technology. This would apply to all Recipients including those who currently, or in the past, have worked on CVT or IVT technology with the intent to patent, or introduce to the market place, new transmission technology of the type and nature that the Disclosing Party has or is developing with their Technology. Recipients would not use any proprietary Technology information, nor development work performed on Technology, nor, any ideas that may have arisen from either the review or development of the Technology on any other project, personal endeavor, or third-party relationship, outside of those relationships and agreements set forth between the Recipient and the Disclosing Party within this document.

Confidential Information. As used herein, "Confidential Information" means any and all information concerning the Technology, however such information may be embodied or conveyed, including, but not limited to, the design, development, parts, and manufacturing information concerning the Technology, as well as use, performance and operation of the Technology, that is furnished to Recipient, whether before or after the date of this Letter Agreement, by Disclosing Party or any directors, officers, partners, employees, agents, accountants, attorneys, representatives or advisors (collectively, "Representatives") of Disclosing Party, together with all writings, detailed drawings, photographs, specifications, estimates, analyses, compilations, studies, notes, memoranda or other documents, records or data and all tangible embodiments of the Technology and aspects thereof, wherein such tangible embodiments include, but are not limited to, parts, mockups, prototypes, molds, and castings, prepared by Recipient or any of its Representatives to the extent such contain or otherwise reflect or are generated from such information.

Non-Confidential Information. Provided however, that the term "Confidential Information" does not include information concerning the Technology that: (i) was or becomes generally available to the public or the trade other than as a result of disclosure by Recipient; (ii) becomes available to Recipient from a source other than Disclosing Party, provided that such source is not bound by a confidentiality agreement with Disclosing Party; or, (iii) Recipient can establish, to the satisfaction of Disclosing Party, was within Recipient's possession prior to its being furnished to Recipient by or on behalf of Disclosing Party, provided that the source of such information was not bound by a confidentiality agreement with Disclosing Party in respect thereof.

Authorized Recipients and Third-Party Need-to-Know. Recipient agrees that it will: i) not use, nor cause or permit the use of, the Confidential Information furnished to it in any way detrimental to any business or other interests of Disclosing Party; ii) use such Confidential Information solely for the purpose of discussions with Disclosing Party; iii) keep such Confidential Information confidential; and, iv) not disclose, nor cause or permit the disclosure of, any such Confidential Information to any person or entity whatsoever. Provided however, that: i) any such Confidential Information may be disclosed by Recipient to its Representatives who need access to such information for the purpose of assisting in evaluating, producing, assembling, and/or manufacturing the Technology, and/or for related processes (the "Authorized Recipients"), it being agreed that all such Authorized Recipients (i.e., employees, vendors, etc.) shall be informed in writing by Recipient of the confidential nature of any Confidential Information furnished to them and that Recipient shall cause such Authorized Recipients to treat such Confidential Information confidentially as provided herein and not use it for other than the purposes described above. Documents that can be used to inform Authorized Recipients that have a need-to-know include: Corporate Policy Guidelines, Corporate NDA's (that are a blanket NDA protecting all their clients), or the Disclosing Party's NDA. ii) any other disclosure of Confidential Information may be made if Disclosing Party consents to such disclosure in writing, it being understood that such written consent must be given by Disclosing Party prior to any disclosure by Recipient.

Court Orders. Notwithstanding the foregoing provisions of this Letter Agreement, if Recipient or any of its Representatives is requested or required (by oral questions (other than in open court that the Court orders to be answered), interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Recipient will: (i) promptly notify Disclosing Party of such request(s) or requirement(s) and the documents requested thereby so that Disclosing Party may seek an appropriate protective order and/or waive compliance by Recipient with the provisions of this Letter Agreement; and, (ii) consult with Disclosing Party on the advisability of taking legally available steps to resist or narrow such request. If, in the absence of a protective order or receipt of a waiver hereunder, Recipient or any of its Representatives is, nonetheless, in the opinion of its counsel (in writing or given orally and thereafter promptly confirmed in writing), compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or other censure or penalty, Recipient or such Representative, as the case may be, may disclose such information to such tribunal without liability hereunder, provided however, that: (i) if the circumstances so permit, Recipient shall give Disclosing Party written notice of the information to be so disclosed as far in advance of its disclosure as is practicable; and, (ii) Recipient shall exert good faith efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as Disclosing Party may designate.

Return and Disposal on Proprietary Information. At any time upon the request of Disclosing Party, Recipient shall promptly return all Confidential Information furnished by Disclosing Party or by its Representatives (whether prepared by Disclosing Party or otherwise, and whether in the possession of Recipient or its Representatives) and shall not retain any Confidential Information or any embodiment, or portion thereof, of the Technology, the aforesaid embodiments and portions thereof, including, but not limited to, parts, drawings, specifications, and prototypes, whether in tangible form, rendered in electronic form, and/or stored on electronic media. The return of such Confidential Information, as provided hereinabove, shall not relieve Recipient from its other obligations hereunder. If so requested by Disclosing Party, all written Confidential Information (including all copies, extracts, or other reproductions, but excluding any Confidential Information that consists of work papers prepared by Recipient or its Representatives) relating to the Technology shall be destroyed upon completion of any evaluation contemplated by this Letter Agreement, and such destruction shall be certified in writing to Disclosing Party by an authorized officer of Recipient; provided, however, Disclosing Party and its Representatives shall not be required to destroy any such Confidential Information if in the opinion of its counsel, such destruction would be unlawful or violate any order, judgment, writ or decree to which Disclosing Party or such Representatives, as the case may be, is subject or by which either Disclosing Party or its Representatives is bound. The return and destruction of such Confidential Information, as provided hereinabove, shall not relieve Recipient from its other obligations hereunder.

Accuracy of Confidential Information. Although Disclosing Party intends to include in the Confidential Information furnished by it to Recipient information known to Disclosing Party which Disclosing Party believes to be relevant for the purpose of facilitating the evaluation, production, assembly, and manufacture of the Technology, and/or performance of related processes, Recipient understands and acknowledges that Disclosing Party does not make any representation or warranty as to the accuracy or completeness of the Confidential Information furnished by Disclosing Party. Recipient agrees that Disclosing Party shall have no liability to Recipient resulting from Recipient's use of the Confidential Information furnished by Disclosing Party.

Waivers. Recipient understands and agrees that no failure or delay by Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, either in whole or in part, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. A waiver by either Party of a breach of any term or condition of this Agreement shall not constitute a waiver of any further breach of a term or condition of this Agreement, and no such waiver shall be effective unless in writing signed by the Party from whom the waiver is sought.

Damage Incurred by Breach of Information. Recipient further understands and agrees that: (i) money damages may not, in and of itself, be a sufficient remedy for any breach of this Letter Agreement; and, (ii) Disclosing Party would be irreparably harmed if any of the provisions of this Letter Agreement were not performed in accordance with their respective terms, or were otherwise breached and, accordingly, that Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Recipient further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for the breach of this Letter Agreement, but shall be included as part of the appropriate remedies, at law or in equity, available to Disclosing Party.

Promises and Warranties. No promise, representation, warranty, or covenant not included in this Letter Agreement has been or is relied upon by either Party. Each Party has relied upon its own examination of the full Letter Agreement and the provisions thereof, and the warranties, representations, and covenants expressly contained in the Letter Agreement itself.

Comprehensive Agreement. This Letter Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and negotiations relating to the subject matter of this Letter Agreement, whether oral or written, between the Parties. No modification or amendment of this Letter Agreement shall be of any force or effect unless in a writing executed by both Parties.

Expiration. The restrictions and obligations contained herein shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind Recipient, its successors, heirs and assigns.

Rights and Licensing. Except as explicitly set forth herein, no rights or licenses, expressed or implied, are hereby granted by Discloser to Recipient under the terms of this Agreement, and Discloser owns and hereby retains all right, title and interest in and to the Technology.

Legality of NDA. Every provision of this Agreement shall be construed, to the extent possible, as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Agreement and all other provisions of this Agreement shall remain in full force and effect. This agreement shall be construed in accordance with, and its performance shall be governed by, the laws of the State of Utah, notwithstanding the choice of law rules of such State. The courts of Utah shall have exclusive jurisdiction to determine all claims, disputes, actions, or suits which may arise hereunder and the Parties hereby expressly consent to such exclusive jurisdiction and venue before the proper authority in Salt Lake City, Utah.

Protection of Disclosure. Further, Recipient hereby expressly covenants not to use, or cause or permit the use of, the Confidential Information in any way inimical or harmful to the business, economic, intellectual property, or other, interests of the Discloser and Discloser's Representatives, successors, heirs and assigns.

Legal Fees. If either Party defaults in the performance of its obligations under this Letter Agreement, then the defaulting Party agrees to pay reasonable costs and attorneys' fees to enforce this Letter Agreement.

Succession of NDA. This Letter Agreement shall be binding upon and shall inure to the benefit of the successors, heirs and assigns of the Parties. Notwithstanding the immediately preceding sentence, Recipient may not assign this Letter Agreement, or any part hereof, without prior written consent from Disclosing Party.

Delivery of NDA's and Notices. All notices under this Letter Agreement, if not hand-delivered, shall be sent by either Registered, Certified, or Regular First Class Mail, postage prepaid, by personal delivery, by Federal Express, or a similar courier or overnight service, or by email, that is verified by a follow-up phone call. Any such notice shall be deemed received four (4) business days after the date it is sent unless the sender receives confirmation of its earlier delivery. All notices shall be addressed to the Parties at their respective addresses set forth; or to such other addresses as either Party may designate in writing to the other.

If to Disclosing Party:
VMT Ventures C/O: CEO
34 E. 1700 S. Suite A-141
Provo, UT 84606

If to Recipient: The address you've given previously.

If the foregoing correctly sets forth your understanding of our agreement, please so indicate by checking Accept.

I Accept the Terms and Conditions Listed Above