PROPRIETARY  INFORMATION
and Agreement of Confidentiality

            USER acknowledges that National Underwriters Inc. (NUI), a corporation organized under the laws of the State of South Carolina, has developed or licensed this proprietary improved product delivery system for the purpose of efficiently and effectively linking lenders and mortgage life and disability insurance agents in serving the needs of joint customers.  USER acknowledges that NUI considers this product delivery system and method its own trade secret information.  USER understands and agrees that the information disclosed in and by this system, including any software or printed material is protected under copyright and trade secret law and that all use of the system, software or the concept embodied by the system must be expressly authorized by NUI, any other use being prohibited.

           In consideration of NUI making said product delivery software system available for use by the USER, the USER agrees to the following:

1.                  The USER agrees not to divulge or use any of the secrets contained in the software system and method disclosed to it by NUI without first obtaining written permission from NUI.

2.                  The USER agrees to take full responsibility for protecting NUI’s trade secrets disclosed to it by NUI.

3.                  There shall be no obligation on the USER in respect to any information supplied to it by NUI which:

(a)                Was known to the USER before being obtained or derived from NUI’s information;

(b)               Was or subsequently becomes known to the public other than through disclosure by NUI;

(c)                Or is obtained by the USER at any time from a third party who has a right to furnish same to the USER.