MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (Agreement) is made by and between E-Waste Systems, Inc. (OTCQB: EWSI) (EWSI) a Nevada corporation with its registered place of business at 1350 E. Flamingo, #3101, Las Vegas, Nevada 89119 and ________________, a _________________________________________________, with its principal place of business at _______________________________ ("Recipient), together referred to as the "Parties" or individually as "Party" WHEREAS, each Party hereto possesses certain technical, business, financial and other information proprietary to it; and WHEREAS, the Parties hereto have each expressed an interest in exploring various business opportunities, which may involve a future business relationship between the Parties, and in order to explore such opportunities it is necessary and desirable for the Parties to disclose certain confidential information to each other, concerning the technology and capabilities possessed by each Party; and WHEREAS, due to the uncertainty concerning whether any such future opportunities or business relationships should be pursued, each Party hereto desires to protect its own confidential and proprietary information against unauthorized disclosure or use by any other party; and WHEREAS, the Parties are willing to agree to certain restrictions on disclosure or use of any confidential or proprietary information that may be received from the other Party. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. "Confidential Information" means knowledge, know-how, ideas, data, formulae, processes, designs, diagrams, plans, drawings, samples, manuals, prototypes, reports, research, notes, software code (whether object code or source code or otherwise), and both the format and content of any screens, text, graphic representations or reports produced by software, customer or prospect lists, price lists, marketing information, customer requirements, credit information concerning customers or prospective customers, business or strategic plans, and financial information, relating to the business of a Party, which information is customarily kept confidential and maintained as a trade secret or as proprietary information by such Party. Confidential Information includes not only documents and other tangible media, but also information and ideas expressed orally or presented visually. The term "Confidential Information" does not include any information which (a) is in the public domain at the time of disclosure, or comes into the public domain thereafter through no act of the receiving Party; (b) is known to the receiving Party on an unrestricted and non-confidential basis prior to its disclosure by the other Party, as evidenced by the receiving Party's written records; (c) is disclosed with the prior written approval of the disclosing Party;

(d) is independently developed by the receiving Party, by different means or methods and without utilizing any Confidential Information from the disclosing Party; (e) is lawfully disclosed on an unrestricted and non-confidential basis by a third party to the receiving Party under conditions permitting such disclosure; or (f) is disclosed by the disclosing Party to others on an unrestricted basis.

Notwithstanding anything herein, Confidential Information shall be deemed to include a prohibition on Insider Trading as follows: Employees, officers and directors who have material non-public information about the Company or other companies, including suppliers and customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy, which is available at the Office of the Companys Chief Legal and Administrative Officer and on the Companys website, www.ewastesystems.com. If any Party is aware of material information relating to the Company which has not yet been made available to the public for at least one (1) full trading day (often called inside information), you are prohibited from trading in the Companys securities, directly or indirectly, and from disclosing such information to any other persons who may trade in our securities. Any information, positive or negative, is material if it might be of significance to an investor in determining whether to purchase, sell or hold the Companys securities. Information may be significant for this purpose even if it would not alone determine the investors decision. 2. "Documents" means any tangible means of expression in which the Confidential Information may be contained, including but not limited to writings, publications, manuals, video or audio recordings in any medium, diskettes or other computer storage media, and software code. 3. Each Party hereto will agree to maintain, and cause its proprietors, directors, officers, employees, agents, representatives, and advisors to maintain, the confidentiality of, and not disclose or divulge to any third party, any of the Confidential Information obtained, or to which such Party otherwise gains access in undertaking the discussions contemplated herein. 4. This Agreement shall not be deemed as a Joint Venture, teaming, purchase, license, assignment, or any other such arrangement; rather, the Parties expressly agree that this Agreement is made solely for the purpose of protecting each Party against any unauthorized disclosure or use of Confidential Information disclosed by the other Party. 5. Neither Party has any obligation to supply any Confidential Information hereunder. Any Party may choose not to disclose all or any part of its Confidential Information, and may cease making disclosures at any time, and the provisions of this Agreement shall nevertheless apply to any Confidential Information, which has been disclosed by either Party to the other. 6. Nothing in this Agreement shall be deemed to grant a license, assignment, or permission to disclose or use, any Confidential Information, or any rights of a Party under any patent, copyright, trademark, or any application therefore, whether directly or by implication, estoppel, or otherwise. 7. The purpose of this Agreement is only to allow and induce the Parties to communicate with

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each other, not with any third parties. All disclosures hereunder are made solely for the purpose of allowing the Parties to evaluate each other's technology and capabilities. Except as specifically authorized in this Agreement, under no circumstances shall Confidential Information received from one Party be disclosed to any third parties without the express written consent of the other Party. 8. All notices under this Agreement shall be directed to: If to E-Waste Systems, Inc. Attn: Susan Johnson, Secretary-Treasurer; sjohnson@ewastesystems.com

If to ____________________: ___________________________ ___________________________ Attn: ________________ 9. The Parties agree to take all reasonable steps necessary to preserve the confidentiality of all Confidential Information for a period of five (5) years after the date hereof. Each Party shall permit the disclosure of Confidential Information only to such of its directors, officers, employees and agents who have a need to know such information, who are advised in writing of the restrictions on disclosure and use contained in this Agreement, and who are themselves subject to a written confidentiality agreement which covers the Confidential Information. All of the obligations of confidentiality and non-use contained herein shall survive the termination of this Agreement, and shall continue to be binding on the Parties for a period of five (5) years after the date hereof. 10. Either Party may terminate this Agreement at any time by giving notice to the other Party in writing. Upon termination, both Parties agree to return within ten (10) days all Documents or copies thereof containing Confidential Information received from the other Party. 11. This Agreement contains the entire agreement between the Parties relative to the Confidential Information and supersedes all prior or other communications, understandings, representations or agreements between the Parties. No change, modification, alteration, or addition to any provision hereof shall be binding unless in writing and signed by both Parties. Dated this ____ day of __________, 2013.

E-Waste Systems, Inc.

By: ____________________________________ Name: _____________________ Title: _____________________ __________________________________

By: ____________________________________ Name: ______________________ Title: ______________________

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