Excerpts from mail: 13-May-95 Re: RFP - Re: Emailing the .. Rex
Ballard@cnj.digex.ne (687)

> Regarding nondisclosures:
>         I will have to get approval through the S&P legal people and
> management.
>         Send what you can, and your nondisclosure forms.

Our standard non-disclosure is appended at the end of this message.

What I can tell you without an NDA is that there are extensions coming
that will permit our system to be used by qualified merchants in a way
that provides the same payment guarantees as normal credit card
processing today.  The details require the NDA... -- Nathaniel
----------------
                               NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT ("Agreement") is entered into as of
________________, 1995, by and between First Virtual Holdings, Inc., a
Wyoming corporation, ("First Virtual") and
________________________________ ("You").

WHEREAS, First Virtual has developed certain confidential and
proprietary information ("Confidential Information") which includes but
is not limited to the concept information listed on Exhibit A, and any
and all other projects, concepts or other information to be discussed
with, or disclosed to, You;

WHEREAS You are willing to receive such Confidential Information for the
sole purpose of business evaluation, all in accordance with the terms
and conditions hereinafter set forth;

 NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, First Virtual and You agree as follows:

1.    First Virtual agrees to disclose to You Confidential Information
to permit You to consider such information for business evaluation.

2.    You will (i) treat the Confidential Information provided to You by
First Virtual as strictly confidential, (ii) take all reasonable
precautions to protect such Confidential Information (including, without
limitation, all precautions You employ with respect to Your most
confidential materials and information), (iii) not disclose any
Confidential Information to any person or entity, (iv) not make any use
whatsoever at any time of Confidential Information, and (v) not copy or
reverse engineer any Confidential Information.

3.    The term Confidential Information does not include any information
which You can establish meets any of the following criteria:  (i) at the
time of disclosure or thereafter is a matter of public record or is
available to or known by the public (other than as a result of a
disclosure directly or indirectly by You in violation of this
Agreement), (ii) has been independently acquired by You without
violating any of Your obligations under this Agreement or otherwise, or
(iii) Confidential Information which You are legally compelled to
disclose by court order, so long as You furnish only that portion of the
Confidential Information required to be furnished and obtain assurance
that confidential treatment will be accorded such Confidential
Information.

4.    Upon the request of First Virtual, You will promptly return to
First Virtual all copies of the Confidential Information which is in
Your possession and will destroy all analyses, compilations, studies or
other documents prepared by You for Your use, which contain or reflect
any Confidential Information.

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


________________                                FIRST VIRTUAL HOLDINGS, INC.

-------------------------------------------------------------------------------
-----------------

Exhibit A

Systems for the authorization and implementation of payments through the
Internet in connection with transactions between buyers and sellers of
goods, services, or information


From rballard@cnj.digex.net Thu May 18 01:41:12 1995