IMAGE GUIDED TECHNOLOGIES, INC.
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                              CONFIDENTIALITY AGREEMENT
                                           
This Confidentiality Agreement will confirm our mutual understanding in
connection with our providing, and your receipt, of information regarding Image
Guided Technologies, Inc. (the Company).

1.  "Information" means all oral or written data, reports, records or materials
    obtained from the Company.  Information does not include any information
    which is, or becomes, readily available to the public or is already in your
    possession.

2.  Information is being furnished solely in connection with your interest in
    the Company, its' products and technology and shall be treated as "secret"
    and "confidential" and no portion of it shall be disclosed to others for a
    period of five (5) years from the date of this agreement.

3.  The undersigned further agrees that it will not interfere with any business
    of the Company through the use of any information or knowledge acquired
    under this Agreement nor use any such information for its own account.

4.  It is understood that the Company is the intended party and beneficiary
    whose rights are being protected and may enforce the terms of this
    Confidentiality Agreement as if it were a party to the Agreement.

5.  Should you decide that you do not wish to pursue a relationship with the
    Company, you must promptly advise a representative of the company of the
    fact and deliver to the Company all confidential information furnished to
    you without keeping copies, summaries, analyses or extracts thereof.

6.  It is understood that (a) no representations or warranties are being made
    as to the completeness or accuracy of any information and (b) any and all
    representations and warranties shall be made solely by the Company in a
    signed acquisition agreement or purchase contract and then be subject to
    the provisions thereof.



Name of Individual:                    Title:                   
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                        Please Print

Organization:                                                   
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Address:                               Telephone:               
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                                       Date:
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(City, State, Zip code)

Signature:                             Fax:                     
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         (Authorized Representative)


ACCEPTED BY:                           
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         Image Guided Technologies, Inc.