Ex - 10.4
[NORTHEAST SECURITIES, INC. LOGO] OMITTED
August 3, 2005
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
In connection with our possible interest in participating in a
financial
transaction with SheerVision, Inc. (the "Company"), which may
include a possible
recapitalization, restructuring, joint venture or sale of some of
the Company,
or any of its assets, securities or business, the Company will be
furnishing us
with certain information and materials of a non-public,
confidential, or
proprietary nature. Such information and materials, in whole or in
part,
together with analyses, compilations, studies or other documents or
materials
prepared by us, our agents, our directors, our affiliates, or our
employees
(collectively, the "Representatives"), which contain or otherwise
reflect or are
generated from such information and our review of or interest in
the Company, is
hereinafter referred to as the "Information" provided, however,
that
"Information" shall not include information that (a) is or becomes
generally
available to the public other than as a result of a disclosure by
us or any
Representative, (b) is or becomes available to us on a
non-confidential basis
from a source other than the Company or Hallmark Capital which is
not bound by a
duty of confidentiality to you or the Company, (c) is independently
developed by
us solely from publicly available information, or (d) is disclosed
pursuant to
an order or requirement of a court, government administrative
agency or other
governmental body.
In consideration of the Company furnishing us with the Information,
we agree
that:
1. We
shall use best efforts to keep the Information confidential and
the
Information shall not, without the prior written consent of the
Company,
be
disclosed by us or any Representatives and shall not be used by us
or
any
Representatives other than solely in connection with our
evaluating
the
transactions contemplated above or pursuant to that certain
Engagement
Letter
dated August 2, 2005 between the Company and us (the
"Engagement
Letter").
In disclosing the Information to Representatives, we agree to
disclose
the information only to those Representatives who need to know
the
information exclusively for the purpose of evaluating a
possible
transaction with the Company, who are informed by us of the
strictly
confidential nature of the information, and who shall have
previously
agreed for our and the
Company's benefit to be bound by the terms and
conditions
of this Agreement. In any event, we shall be responsible for
any
bre
