MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, AND NON-COMPETE AGREEMENT This Mutual Non-Disclosure, Non-Circumvention, and Non-Compete Agreement (Agreement) is effective

as of February ___, 2011, by and between FBH Corporation, Inc, (hereinafter FBH) a Texas registered Corporation whose address is ____________________________, and on behalf of any affiliated companies, or approved agents and official representatives of FBH; and ________________________, (hereinafter Company A), a ______________ corporation, whose address is ___________________________________________________. 1. Purpose. The parties to this Agreement desire to engage in discussions regarding present and potential future business relationships. This Agreement combines a non-disclosure, a non-competition, and a non-circumvention agreement. The parties intend to engage in substantive discussions and sharing of confidential information regarding certain business opportunities, products and concepts, proprietary information, marketing, technical advantages, technical know-how, methods of production, general research and development, ideas, processes, designs, systems, manufacturing, methods, suppliers and customers, and certain other trade secrets, whether disclosed orally, in writing, or by other media. In connection with these discussions, it may be necessary and/or desirable for FBH to provide Company A with, or allow access to, proprietary, technical, or business data, and/or other confidential information of FBH; and for Company A to provide FBH with, or allow access to, proprietary, technical, or business data, and/or other confidential information of Company A (collectively the "Confidential Information"). Therefore, the parties, individually and on behalf of those they represent, agree that they are under an obligation of confidentiality. FBH believes, and Company A agrees, that FBHs Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Company A believes, and FBH agrees, that Company As Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the parties willingness to engage in the contemplated business discussions and planning. Company A agrees that it shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. FBH agrees that it shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. 2. Confidential Information. Confidential Information shall include, and shall be deemed to include, all information conveyed by FBH to Company A orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal. Confidential Information shall include, and shall be deemed to include, all information conveyed by Company A to FBH orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal. Confidential Information may include, by way of example but without limitation data, know-how, contacts, contracts, software, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, information obtained from previous or current participants in programs of FBH, and information relating to transactional procedures. Confidential Information may include, by way of example but without limitation data, know-how, contacts, contracts, software, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, information obtained from previous or current participants in programs of Company A, and information relating to transactional procedures. However, Confidential Information shall not include information, which can clearly be demonstrated to be:

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a.

Generally known or available to the public, through no act or omission on the part of the receiving party; or Provided to the receiving party by a third party without any restriction on disclosure and without breach of any obligation of confidentiality to a party to this Agreement; or independently developed by the receiving party without use of the Confidential Information.

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3. Obligation of Confidentiality. 3.1 Company As obligation. Company A agrees that when receipt of any Confidential Information has occurred: a. Company A shall not disclose or communicate Confidential Information to any third party, except as herein provided. Company A shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that Company A uses for its most crucial proprietary and trade secret information. Company A shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. FBH shall permit access to its Confidential Information to Company As agents or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of Company A evaluating, contemplating, recommending, or engaging in any program, product, or service offered by FBH or for the purpose of entering into a business relationship with FBH, and only if said agents, employees, or third parties: 1. reasonably require access to the Confidential Information for purposes approved by this Agreement, and have been apprised of this Agreement and Company As obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by this Agreement.

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3.2 FBHs obligation. FBH agrees that when receipt of any Confidential Information has occurred: a. FBH shall not disclose or communicate Confidential Information to any third party, except as herein provided. FBH shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that FBH uses for its most crucial proprietary and trade secret information. FBH shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. Company A shall permit access to its Confidential Information to FBHs agents or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of FBH evaluating, contemplating, recommending, or engaging in any program, product, or service offered
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b.

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by Company A or for the purpose of entering into a business relationship with Company A, and only if said agents, employees, or third parties: 1. reasonably require access to the Confidential Information for purposes approved by this Agreement, and have been apprised of this Agreement and FBHs obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by this Agreement.

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4. Obligation of Non-Competition. 4.1 Necessity of Non-Competition Provisions. The parties agree that the non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the parties agree they shall not use any advantages derivable from such confidential information in their its own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. The parties further agree that the non-competition provisions in this Agreement shall be enforceable for the geographic regions of North America and Hawaii. 4.2 Company As Agreement. Company A agrees to neither directly or indirectly be involved in businesses in competition against FBH or develop products identical or similar to those of FBH for third parties on behalf of itself or, in its capacity as owner, manager, shareholder, advisor, director, official, partner, representative, agent, or affiliate of any other business entities while Company A works with FBH or within two years after the termination of the relationship between both parties. During the two years after the termination of the relationship between both parties, Company A shall neither abet, solicit, attempt to employ or employ any of FBH's current employees (including those people employed by FBH from six months before the termination of the relationship between both parties to six months after the termination of such relationship), nor assist other individuals or entities to employ the aforesaid people or encourage any employees of FBH to terminate their employment contracts with FBH. During the one year after the termination of the relationship between both parties, Company A shall not remove or try to remove any customers or potential customers from FBH. If Company A violates any terms of this article, the content of the article shall continue to be effective for one year after the date on which Company A breached the article. 4.3 FBHs Agreement. FBH agrees to neither directly or indirectly be involved in businesses in competition against Company A or develop products identical or similar to those of Company A for third parties on behalf of itself or, in its capacity as owner, manager, shareholder, advisor, director, official, partner, representative, agent, or affiliate of any other business entities while FBH works with Company A or within two years after the termination of the relationship between both parties. During the two years after the termination of the relationship between both parties, FBH shall neither abet, solicit, attempt to employ or employ any of Company A's current employees (including those people employed by Company A from six months before the termination of the relationship between both parties to six months after the termination of such relationship), nor assist other individuals or entities to employ the aforesaid people or encourage any employees of Company A to terminate their employment contracts with Company A. During
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the one year after the termination of the relationship between both parties, FBH shall not remove or try to remove any customers or potential customers from Company A. If FBH violates any terms of this article, the content of the article shall continue to be effective for one year after the date on which FBH breached the article. 5. Non-Circumvention. The Parties may introduce each other to individuals, entities, or opportunities which may represent to the parties potential gain or benefit, directly or indirectly, now or in the future. The parties hereto intend to be legally bound, and irrevocably agree, and guarantee each other that they shall not, directly or indirectly interfere with, circumvent, or attempt to circumvent, avoid, by-pass, or obviate each other's interest, or the interest or relationship between the parties or avoid directly or indirectly payment of established or to be established fees, costs, commissions, or compensation of any kind, in connection with any potential, on-going, or future business without the specific written approval of the other party. 6. Term. Unless this the provisions of this Agreement are extended pursuant to paragraph 4.2 or 4..3, this Agreement shall, by mutual consent of the parties, remain in force and affect for a period of two years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 7. Governing Law; Disputes. 7.1 Applicable law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of law principles. In the event of any litigation between the Parties concerning or arising out of this Agreement, the Parties hereby consent to the exclusive jurisdiction of the federal and state courts in Texas. Venue for any legal action will be proper in Dallas County, Texas. 7.2 Best Efforts. In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute. 7.3 Mediation. In the event that the parties can not, by exercise of their best efforts, resolve the dispute, they shall submit the dispute to Mediation. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof. Designated representatives of both parties shall attempt to resolve the dispute within 15 days after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a
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mutually agreeable location for Mediation of the dispute, and describe the dispute and their respective proposals for resolution to a Mediator and responsible executives of the disputing parties, who shall act in good faith to resolve the dispute. If the dispute is not resolved within 15 days after such meeting, either party may then file a lawsuit. 8. Miscellaneous

8.1 Terminology. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees" includes the directors, officers, and employees of any of the parties, it also includes FBH, Company A, any corporation, partnership, association, business trust, contractual organization, group, or other entity of which FBH or Company A is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 8.1 Limitation of Rights.. Except for the limited right to use granted in paragraph 3 herein, no right or license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder.. 8.2 Relationship of Parties. No agency or partnership relationship is created between the parties by this Agreement. 8.3 No Obligation. No party has an obligation under this Agreement to purchase any service, product, or item from any of the other parties, or to offer any service, product, or item for sale to any of the other parties and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the parties hereto. 8.4 Entire Agreement, Waiver and Amendment. This Agreement embodies and constitutes the entire understanding between the parties hereto with respect to the transactions contemplated herein, and all prior and contemporaneous agreements, understandings, representations, and statements, oral and written, are merged herein. No provision of this Agreement shall be waived, modified, amended, discharged or terminated, except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought and then only to the extent set forth in such written instrument. 8.5 Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect to the maximum extent permitted by law. The parties agree that if a court of competent jurisdiction determines that the scope and/or operation of any portion of this Agreement is too broad to be enforced as written, the court should reform or blue-pencil such provision to the greatest such narrower scope and/or operation as it determines to be enforceable. The parties also agree the remainder of this Agreement shall not be affected by any modification of or finding of enforceability concerning a specific provision of this Agreement. 8.6 Mutuality. To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both parties.
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8.7 Relief and Remedies. Either party may seek all available remedies at law or in equity for any breach, threatened breach, or attempted breach of this Agreement. Company A acknowledges that, in the event of a breach or threatened breach of this Agreement by Company A, FBH may suffer irreparable harm for which monetary damages alone would not adequately compensate FBH and that, therefore, FBH will be entitled to injunctive relief to enforce this Agreement without the necessity of posting a bond or other security, among other remedies available in equity or at law. FBH acknowledges that, in the event of a breach or threatened breach of this Agreement by FBH , Company A may suffer irreparable harm for which monetary damages alone would not adequately compensate Company A and that, therefore, Company A will be entitled to injunctive relief to enforce this Agreement without the necessity of posting a bond or other security, among other remedies available in equity or at law. 8.8 Warranties. Each party warrants that it has the right to make the disclosures under this Agreement. The parties make no warranty, express or implied with respect to information delivered hereunder including implied warranties of merchantability, fitness for a particular purpose, or freedom from patent or copyright infringement, whether arising by law, custom, or conduct. In no event shall either party be liable for special, incidental, indirect, or consequential damages. 8.9 Successors and Assigns. This agreement will be binding upon each of the parties heirs, executors, administrators, successors in interest, and other legal representatives. 8.10 Waiver. A waiver or partial exercise of a right or privilege under this Agreement by FBH of a breach of any provision of this Agreement shall not constitute a waiver by FBH with respect to any future breach of any provision of this Agreement, nor shall FBH by any such waiver be prohibited from enforcing any and all rights and remedies provided by this Agreement. A waiver or partial exercise of a right or privilege under this Agreement by Company A of a breach of any provision of this Agreement shall not constitute a waiver by Company A with respect to any future breach of any provision of this Agreement, nor shall Company A by any such waiver be prohibited from enforcing any and all rights and remedies provided by this Agreement. IN WITNESS WHEREOF, the parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date first written above. AGREED TO AND ACCEPTED BY: __________________________ (Company A): by: (Signature) ___________________________________ Printed Name FBH Corporation, Inc. by: (Signature) ___________________________________ Printed Name
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