THIS CONFIDENTIALITY AGREEMENT ("Agreement") is made effective this ______ day of _________________, 19____, by and between  ________________________________________ a  __________________ corporation, whose mailing address is _________________________________ (hereinafter referred to as the "Company") and International Mineral Development and Exploration, an Arizona corporation, whose mailing address if P.O. Box 65538, Tucson, Arizona, 85728 and it's Mexican affiliate: Compania Minera Cascabel S.A. de C.V. a Mexican corporation, whose mailing address is Avenida Trece, No. 100, Hermosillo, Sonora 83140, Mexico (hereinafter collectively referred to as "IMDEX").


             WHEREAS, the Company has knowledge of certain real properties situated in _____________________, Mexico, more specifically described in Exhibit A attached hereto and by this reference made a part hereof, (hereinafter referred to as the "Property"), and the Company possesses certain data with respect to the Property which the Company considers to be proprietary in nature (hereinafter referred to as "Information");

             WHEREAS, the Company and IMDEX desire to enter into discussions regarding possible transactions between the Company and IMDEX with respect to the Property; and

             WHEREAS, in connection with these discussions, IMDEX wishes to inspect the Property and review the Information held by the Company;

             NOW THEREFORE,  in consideration of the covenants and agreements herein contained, the parties agree as follows:

             1.  The term of this Agreement shall be for one year from the effective date hereof.

             2.  The Company shall make the Information available to IMDEX for its review within 15 days from the effective date of this Agreement.

             3.  IMDEX agrees to keep the Information confidential for a period of one year from the effective date of this Agreement, and during the confidentiality period, IMDEX shall not use the Information except for purposes of evaluating the property.  IMDEX shall have the right to communicate such Information only to those employees or contractors of IMDEX whose duties justify the need to know such Information, and such employees or contractors shall be informed of their obligations with respect to the confidentiality and use of the Information.

            4.  IMDEX shall not acquire any property interests within the exterior boundaries of the Property described in Exhibit A (hereinafter referred to as the "Area of Influence") for a period of one (1) year from the effective date of this Agreement, except properties described in Exhibit B attached hereto and by this reference made a part hereof (hereinafter referred to as "Excluded Properties").

             5.  IMDEX shall be under no obligation of confidentiality with respect to any Information which (a) IMDEX can demonstrate was in its possession prior to the time it was disclosed by the Company; (b) is or becomes available to the general public through no fault of IMDEX; (c) is disclosed to IMDEX by a third party who is under no obligation preventing the disclosure of such Information; or (d) after one year from the effective date of this Agreement.

             6.  In the event that IMDEX decides after its evaluation of the Information that IMDEX is not interested in participating in further discussions with the Company concerning the Property, IMDEX shall return the Information to the Company and shall purge its files of any copies thereof.  In the event that IMDEX and the Company enter into a contractual relationship to explore, develop, or mine the Property, IMDEX shall be released from the terms and conditions of this Agreement without other action of the parties.

             7.  IMDEX agrees to indemnify and hold the Company harmless from and against any and all claims and liabilities for loss, injury, destruction, or damage to persons employed by or property owned by IMDEX resulting directly from IMDEX's evaluation and inspection of the Property; provided, however that such indemnification shall not extend either to claims and liabilities for injury or death to persons who are not employees of agents of IMDEX or to the loss, destruction or damage of property resulting from the Company's negligence or willful misconduct.

             8.  The Company makes no warranties, express or implied, concerning the validity, accuracy, or completeness of the Information.  Any use of, or reliance upon, such information and data by IMDEX shall be at IMDEX's sole risk and expense.

             9.  Nothing in this agreement shall create a  fiduciary relationship between the companies or an obligation on the part of either party to consummate a business transaction with regard to the project.

             10.  This Agreement and the obligations set forth herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all previous agreements between the parties, and its terms may not be changed or amended, except by an instrument in writing executed by the parties hereto.  Any communication required or permitted hereunder shall be sent to the parties at the address indicated hereinabove or to such other addresses as a party may specify in writing to the other.

            IN WITNESS WHEREOF, The Company and IMDEX have executed this Confidentiality Agreement effective as of the date first set forth above.

                                                 THE COMPANY




                                                IMDEX  Inc.