Standstill Agreement

THIS AGREEMENT made as of [Date (ie. July 31, 2002)] between [Name of Party 1]., of
[Address of Party 1] ("Party 1"), and [Name of Party 2], of [Address of Party 2]

BACKGROUND:

(A) Party 1 and Party 2 are considering entering into a business transaction between the two
companies relating to the Technologies (as defined below); and

(B) Party 1 and Party 2 wish to discuss the potential business transactions regarding the
Technologies freely without interruption or interference by third parties who may have
common business interests in the Technologies;

NOW THEREFORE FOR AND IN CONSIDERATION OF the mutual exchange of

information, the anticipated business transactions between the parties, and other good and
valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged,
the parties agree as follows:

1. Definitions. In this Agreement, the following capitalized words and phrases shall have the
following respective meanings, unless otherwise defined herein or the context otherwise
requires:

(a) “Party 1 Group” means collectively Party 1 and its Affiliates.

(b) “Affiliate”, when used in connection with any party hereto, means any person,
firm or entity that, directly or indirectly, is controlled by or is under common
control with such party.

(c) “Party 2 Group” means collectively Party 2, its shareholders and Affiliates.

(d) “Standstill Period” has the meaning given to it in paragraph 4below.

(e) “Technologies” means the technologies developed by Party 1 and commonly

known and described as "[Common Name of Technology]".

2. Standstill by Party 1. Party 1, on behalf of the Party 1 Group, hereby covenants and
agrees that during the Standstill Period, the Party 1 Group will not:

(a) solicit, initiate or encourage submissions of proposals or offers from any person,
entity or group other than Party 2 and/or the Party 2 Group, relating to, or
facilitate or encourage any effort or attempt involving the following (each an
“Extraordinary Business Combination”):

(i) the acquisition or disposition of all or any substantial part of the issued and
outstanding shares of Party 1;
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(ii) the acquisition of all or any substantial part of the assets and undertaking of
Party 1;

(iii) the acquisition or licensing of all or any part of the Technologies; or

(iv) the reorganization, recapitalization, liquidation or winding-up of or other

business combination or similar transaction involving Party 1 and any other
party, or

(b) participate in any negotiations regarding, or (except as required by law) furnish to

any other person, entity or group, any information with respect to, or otherwise
co-operate in any way with, or assist or participate in any Extraordinary Business
Combination.

3. Standstill by Party 2. Party 2, on behalf of the Party 2 Group, hereby covenants and
agrees that during the Standstill Period, the Party 2 Group will not:

(a) solicit, initiate or encourage submissions of proposals or offers from any person,
entity or group other than Party 1 and/or the Party 1 Group, relating to, or
facilitate or encourage any effort or attempt involving the following (each an
“Extraordinary Business Combination”):

(i) the acquisition or disposition of all or any substantial part of the issued and
outstanding shares of Party 2;

(ii) the acquisition of all or any substantial part of the assets and undertaking of
Party 2;

(iii) the acquisition or licensing of all or any part of the Technologies; or

(iv) the reorganization, recapitalization, liquidation or winding-up of or other

business combination or similar transaction involving Party 1 and any other
party, or

(b) participate in any negotiations regarding, or (except as required by law) furnish to

any other person, entity or group, any information with respect to, or otherwise
co-operate in any way with, or assist or participate in any Extraordinary Business
Combination.

4. Standstill Period. This Agreement shall commence on the date hereof and shall continue
in full force and effect until either party delivers to the other party written notice
terminating this Agreement, not less than seven (7) days prior to the effective date of
termination (the “Standstill Period”).

5. Notices. All notices under this Agreement shall be in writing and shall be deemed to have
been duly given (i) on the date of service if served personally on the party to whom notice
is given; (ii) on the day of transmission if sent via facsimile transmission to the facsimile
number given below, provided telephone confirmation of receipt is obtained promptly after
completion of transmission; (iii) on the business day after delivery to an overnight courier
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service or the express mail service maintained by the United States Postal Service or
Canada Post Corporation, provided receipt of delivery is confirmed; or (iv) on the fifth
day after mailing, provided receipt of delivery is confirmed, if mailed to the party to whom
notice is to be given, by first class mail, registered or certified postage prepaid, properly
addressed and return receipt requested, to the party as set forth below:

To Party 1 at: [Address of Party 1]

Attention: [Name of Party 1]

Fax No. [Name of Party 1]

To Party 2 at: [Address of Party 2]

Attention: [Name of Party 2]

Fax No. [Name of Party 2]

Any party may change its address by giving the other party written notice of its
new address in the manner set forth above.

6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties’ respective successors and assigns.

7. Authority. Each party warrants that it has the authority to enter into this Agreement for
itself and its affiliates.

8. Entire Agreement. This Agreement represents the entire understanding between the
parties with respect to the subject matter hereof and supersedes all prior communications,
agreements and understandings relating thereto. The provisions of this Agreement may not
be modified, amended, or waived, except by a written instrument duly executed by both
parties.

9. Governing Law. This Agreement shall be governed in all respects by the laws of the State
of [State (ie. California)] without regard to its conflict of laws principles.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
above written.

Witness [Name of Party 1]

Witness [Name of Party 2]