CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION DEED

Deed dated: __________ PARTIES: Yilgarn Infrastructure Limited

ACN 115 050 452 Unit 7, No. 3 Gibbes St Chatswood NSW 2067, Australia

(Yilgarn)

And

(XXX)

and each known as the Party and together known as the “Parties”. WHEREAS: A. XXX is investigating the use and processing of

quartz technologies and; B. Yilgarn owns or has long term access to quartz

deposits in Queensland, (Yilgarn Quartz Deposit) E. The Parties propose to enter into discussions

concerning the use of the Yilgarn Quartz Deposit F. The Parties propose to exchange Confidential

Information during the course of these discussions and agree that the use and disclosure of Confidential Information is subject to the terms and conditions of this Deed

1. Definitions In this document: The following words have these meanings in this Deed: Deed means this Deed and includes the terms and conditions set out in this document and any schedule, specification, plan or attachment referred to in this document; Completion Date means the date on which:

(a) a Party terminates this Deed in accordance with clause 17; or

(b) the Parties enter into an Deed or other such arrangement dealing with the use and disclosure of Confidential Information in this Deed;

Confidential Information means all trade secrets, ideas, know-how, concepts, proposals, business ideas, business proposals, agreement and transaction counterparties, agreements, proposed agreements, deeds, contracts, transactions and contemplated transactions, information about mining tenements, exploration of mining tenements,

exploration targets, investment and development plans and other information whether in writing or otherwise relating in any way to the business carried on or transactions or actions contemplated by, the Disclosing Party and any discussions between the Disclosing Party and the Receiving Party relating to the foregoing. Disclosing Party means the party, which owns or possesses the Confidential Information disclosed. Receiving Party means the party, which receives the Confidential Information, disclosed. Related Body Corporate has the meaning given in the Corporations Act 2001 (C’th). Specified Purpose means the Receiving Party making proposals to the Disclosing Party relating to investments in, or acquisitions of assets by, the Disclosing Party.

2. Obligation of Confidentiality The Receiving Party agrees that the Confidential Information of the Disclosing Party is secret, confidential, proprietary, is subject to intellectual property rights of the Disclosing Party and has value to the Disclosing Party and the Receiving Party (and the Receiving party must procure that its directors, officers, employees, consultants, contractors and Related Bodies Corporate) must: (a) keep the Confidential Information confidential

and secret; (b) not challenge the value to the Disclosing Party

of the Confidential Information; (c) to the maximum extent permitted by law, not

challenge or assist in any challenge to the Disclosing Party’s intellectual property rights in and to the Confidential Information;

(d) not disclose any of the Confidential Information to any other person without the prior written consent of the Disclosing Party;

(e) ensure that its personnel and contractors are aware of and comply with the terms of this Deed;

(f) not use or permit the use of all or any of the Confidential Information or any derivative thereof in any form, other than for the Specified Purpose;

(g) take all reasonable precautions to maintain the confidentiality and secrecy of and to prevent the unauthorised disclosure or use of the Confidential Information;

(h) comply with all directions given by the Disclosing Party relating to the Confidential Information; and

(i) immediately notify the Disclosing Party of any unauthorised disclosure or use of the Confidential Information coming to its attention.

(j) The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the

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express permission of the party who made available the source

A. That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected.

(k) That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so.

3. Exceptions The Receiving Party is not bound to keep confidential any information if that information: (a) is, or becomes part of the public domain

otherwise than by breach of this Deed by the Receiving Party or any other breach of an obligation of confidentiality; or

(b) is required to be disclosed by the operation of any law, licensed stock exchange, judicial or parliamentary body or governmental agency.

4. Return of Information As soon as practicable, and to the extent possible, following receipt of a written notice from the Disclosing Party requiring it to return all Confidential Information, the Receiving Party must return all original Information and destroy all copies and extracts of the Confidential Information and all summaries, reports and notes made that relate to or are wholly or partly derived from the Confidential Information (whether on paper, in an electronic information storage and retrieval system, in any other storage and retrieval system, or in any other storage medium).

5. Remedies The Receiving Party acknowledges that the Disclosing Party will suffer irreparable loss and damage if the Confidential Information is disclosed to any other person or used by it or another person other than for the Specified Purpose without the consent of the Disclosing Party and that monetary damages would be an insufficient remedy. The Receiving Party acknowledges that, in addition to any other available remedy, the Disclosing Party is entitled to injunctive or any other equitable relief (or their equivalent in any foreign jurisdiction) to prevent a breach of this Deed and to compel specific performance (or its equivalent in any foreign jurisdiction) of this Deed.

6. Indemnity The Receiving Party will indemnify and hold harmless the Disclosing Party against all costs, damages, losses, expenses, actions or claims directly or indirectly incurred or suffered by the Disclosing Party as a result of any breach of this Deed by the Receiving Party.

7. No warranties Neither the Disclosing Party nor the Receiving Party gives or makes or has given or made any warranties or representations to the other and each

acknowledges that it has not relied on any warranties or representations by the other, about or concerning the Confidential Information.

8. Governing Law and Jurisdiction The laws of New South Wales govern this Deed and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales in all matters relating to this Deed or its subject matter. The Disclosing Party irrevocably consents to service of any process relating to this Deed or its subject matter, outside Australia.

9. Interpretation This Deed does not limit and operates in addition to any obligation of confidence existing or coming into existence and binding the Receiving Party. Unless expressed to the contrary: (a) headings and boldings are for convenience only and do not affect the interpretation of this document; (b) where an expression is defined anywhere in this document another part of speech or grammatical form of that expression has a corresponding meaning; (c) a reference: to an individual or person includes a firm, corporation, incorporated association and a government or statutory body or authority; any gender includes all genders; the singular includes the plural and vice versa; recitals, clauses, schedules or annexures are to recitals, clauses, schedules or annexures of or to this document; a statute, ordinance or other law includes regulations and other statutory instruments made under it and consolidations, amendments and re-enactments of it; money is to Australian currency; this document or another document includes this document as varied or replaced; any party to this document includes that party's executors, administrators, substitutes, successors and permitted assigns; this document is cumulative of and does not limit any other right or obligation of confidentiality existing or arising independently of this document; the Recipient executes this Deed on its own behalf and as agent for its Related Bodies Corporate and personnel, warranting its authority.

10. Counterparts This document may be executed in any number of counterparts and all counterparts taken together will be deemed to be a single instrument.

11. Entire Deed This Deed constitutes the entire Deed between the Parties in respect of Confidential Information and supersedes all previous negotiations, representations, statements and understandings with respect to the subject matter of this Deed.

This Deed must not be waived, varied, discharged or released other than by express written Deed of both Parties. The failure of a Party at any time to insist on performance of any provision of this Deed is not a waiver of its rights at any later time to insist on performance of that or any other provision of this Deed.

12. Severability If any part of this document is, or becomes, legally invalid or unenforceable, the remainder of this document subsists and remains enforceable.

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13. Entire Understanding This document contains the entire agreement between the parties about its subject matter. All representations or agreements, whether oral or in writing, made prior to the date of this document and relating to any matter dealt with in this document are merged in this document and do not have any effect from the date of this document.

14. No Licence Granted Through the disclosure of Confidential Information to the Receiving Party under the terms and conditions of this Deed, the Disclosing Party does not grant any licence or conveyance expressly or by implication or any rights to title under any discovery, invention patent, trade secret, copyright, “know-how” or other intellectual property to the Receiving Party.

15. Disclosure by Law A Party may disclose Confidential Information of the other Party if required to do so by law, but before the Party so discloses the Confidential Information, it must notify the other Party to afford the other Party an opportunity to seek a protective order or other remedy.

16. Term and Survival This Deed commences on the date hereof and shall continue in full force and effect for a period of three years unless extended with the written Deed of the Parties. The terms and conditions shall survive the discontinuation of any commercial dealings between the Parties.

17. Termination A Party may terminate this Deed by thirty (30) days written notice to the other Party On termination of this Deed the right of each Party to use or disclose Confidential Information ceases and at the request of the other Party

(a) Return to the other Party; or

(b) Destroy and certify in writing to the other Party the destruction of; or

(c) Destroy and permit an employee of the other Party to witness the destruction of all Confidential Information other than one copy of any notes and other records that a Party is required by law or regulation to retain.

The termination of this Deed does not effect the accrued rights or remedies, if any, of either of the Parties.

EXECUTED as a Deed.

Signed sealed and delivered by Managing Director/Chief Executive Officer, warranting authority

Director

Signed sealed and delivered by Yilgarn Infrastructure Limited ACN 115 050 452 Director Director/Secretary

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