Confidential Disclosure Agreement

  We understand that Dr. Robert L. Cucin is willing to disclose to us certain materials relating to "New Art in Liposuction" which consist of innovations and know-how beyond that which appears in his already issued patents and those of Rocin Laboratories, Inc. The material being disclosed includes but is not restricted to information within non-issued Continuations in Part, prototype(s) based upon embodiments therein, and related know-how.

   We invite his disclosure and agree to evaluate these materials to see if we are interested in their commercialization. If we do, we shall not utilize them without a signed, written agreement with Robert L. Cucin, M.D. and/or Rocin Laboratories, Inc. Should we find that we have no interest in this art, we will have no obligation to pursue it further.

   In consideration of his discosure, we agree to keep any material disclosed to us as confidential and not disclose it to any third party without prior written approval of Robert L. Cucin, M.D. Materials that become public or known to third parties by other means than our disclosure, will no longer be covered under this disclosure agreement.