CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

In consideration of the disclosure by People Learning and Training Online (Pty) Ltd, trading as PLATO Southern Africa, and herein further referred to as PLATO, to the undersigned of information and/or materials, including, but not limited to, any and all proprietary information with respect to PLATO and its business, employees, financial performance, training and education products and services (the "Confidential Information"), the undersigned hereby agrees that all Confidential Information and material provided by PLATO will be considered and treated as strictly confidential by the undersigned, and the undersigned will not, without PLATO's prior written permission, use or disclose such information to any third party.

1.The undersigned will not use or copy, or allow to be used or copied, all or any portion of the Confidential Information disclosed thereto by PLATO for any purpose other than for mutually agreed business opportunities.

2.The undersigned will not use the Confidential Information obtained to compete with PLATO or to help others compete with PLATO.

3.The undersigned will not disclose, directly or indirectly, or make available all or any portion of the Confidential Information to any third party, except in confidence to those of its employees who: 
a) have a definite need to know; and
b) have first read and signed a copy of this Confidentiality and Nondisclosure Agreement and agreed to its provisions.

4. The undersigned will not alter or delete any proprietary legends, copyright notices or markings on documentation or computerized data furnished to the undersigned and will immediately return, upon the request of PLATO, all copies of all Confidential Information and all documents, notes and summaries of any kind containing Confidential Information.

5.The undersigned's obligations of confidentiality hereunder shall not relate to information which:
a) is now in the public domain;
b) becomes part of the public domain by publication or otherwise through no action of the undersigned;
c) can be established to have been in the actual possession of the undersigned at the time revealed by PLATO; or
d) is obtained by the undersigned from another party not under obligation to maintain the confidentiality of the information.

6. Likewise, the employees of PLATO Southern Africa, undertake not to copy, reveal or disclose any Confidential Information supplied to it by ----------------------------------------------.

7.This Agreement is subject to the laws of the Republic of South Africa. and it shall be enforceable, at law in the Johannesburg High Court.
IN WITNESS WHEREOF, this Agreement has been executed by the undersigned this ----- day of ----------------, 2006.