This Proprietary Information and Non-Disclosure (hereinafter referred to as the "Agreement") made as of by and between SELECT NETWORKS, INC., ("SN") and (your company name) and its affiliates("Company").

WHEREAS, Company has requested that SN provide it with certain information in connection with the parties' negotiations regarding SN's vision programs;

WHEREAS, such information, whether written or oral, pertaining to SN, its vision programs or its networks of vision providers contains confidential information that constitutes trade secrets of SN, as well as other proprietary and confidential information of SN and, possibly, privileged information concerning members of SN's vision programs.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and SN's disclosure of SN information, the parties agree as follows:

1."SN Information" means all information relating to SN's business which is not generally known to the public and all other information in which SN has a proprietary interest, including, but not limited to:

(i) SN's business policies, programs, financial information, customer service data, and marketing information;

(ii) all brochures and other marketing aides or information created or copyrighted by SN;

(iii)all information concerning SN's computer system including, but not limited to confidential databases, software and SN-developed computer-related technology;

(iv) the identity and location of SN's vision providers and the nature of SN's relationship with such providers;

(v) all information derived as a result of conversations between SN and Company; and (vi) information disclosed or known to Company its representatives, agents, employees or officers as a consequence of their interaction with SN or delivery or inspection of documents relating to SN's business;

"SN Information" shall not include any information which:

(a) is now or hereafter becomes available to the public without a breach by Company of the terms hereof, or;

(b) was in the possession of Company before (mm/dd/yyyy format) or;

(c) becomes available to Company (other than directly or indirectly from SN) without restriction on its use or further disclosure;

(d) is independently developed by Company;

2. Company agrees that it, and its affiliates and its and their employees, officers, representatives, and agents agree to utilize such SN Information disclosed to them solely for the purpose of carrying out their duties in connection with their interaction with SN and not to incorporate any of the information disclosed by SN in work Company or any of its affiliates does for other customers or itself.

3. Company agrees that it, its affiliates and its and their representatives, employees, officers and agents shall at no time for any purpose whatsoever disclose or reproduce SN Information without the prior written authorization from a SN office

4. Company and its affiliates agree not to disclose any part of the SN Information to any person or entity except to employees, representatives, officers and agents of Company or its affiliates who are required to learn such Information in the course of their exercise of their duties in connection with their interaction with SN.

5. Company or its affiliates may have access to confidential and privileged information concerning members of SN's vision programs that is subject to the protection afforded by the Insurance Information and Privacy Protection Act and/or other legislation. Company acknowledges the confidential nature of the records which it or its affiliates will have access to and agrees that all such records will be kept strictly confidential.

6. Company and its affiliates agree not to solicit any SN vision provider to join any vision programs for a period continuing from the date hereof until the later of December 31, 1997 or one year after the date any agreement between SN and Company regarding a vision programs expires.

7. Company agrees to hold harmless and indemnify SN from and against any and all liability, loss, injury, cost or expense arising directly out of its willful and negligent breach of this Agreement, provided, however that SN provides prompt written notice to Company of any suit or legal proceeding for which Company may be liable and allows Company at its option and expense, to defend or participate in the defense of such suit or legal proceeding with counsel of its own selection so long as a conflict of interest does not exist, SN agrees that it shall not make any settlement or payment of such suit or legal proceeding without the written consent of Company. It is expressly understood and agreed that nothing in this Agreement is intended to confer any rights or remedies on any persons not parties to this Agreement

8. Company acknowledges that monetary damages alone are inadequate to compensate SN in the event of a breach of terms of this Agreement and consents to the use of additional equitable remedies, including, but not limited to, injunctive relief to restrain any breach hereof.

9. SN shall endeavor to clearly mark all written SN Information as confidential and, with respect to SN Information that is disclosed orally or visually to designate such Information as confidential at the time of disclosure and confirm such designation in a writing briefly describing the designated Information within fifteen (15) days of the disclosure. However, the failure to so mark or designate SN Information as confidential shall not, to the extent permitted by law, diminish Company's or its affiliates' obligations or SN's rights here under

10. This Agreement shall be construed in accordance with and governed for all purposed by the laws of the State of Iowa. In case any one or more prodentals contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity illegality or unenforceability shall not affect any other prodentals of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable prodental had not been contained herein.