NON-DISCLOSURE AND NON CIRCUMVENTION AGREEMENT

This NON-DISCLOSURE AGREEMENT ("Agreement") is entered into this 2nd day of January, 2012 by and between xxxxxxx (Owner), and YYYYYYYYY an individual (Recipient). The purpose of this Agreement is to define the conditions under which the Recipient shall be given access to Confidential Information (as defined herein) for the purposes of evaluating ZZZZZZZ (the Business Opportunity). I. Definition of "Confidential Information"

For the purpose of this Agreement," Confidential Information" shall mean information or material proprietary to Owner or designated as "Confidential Information" by Owner, and not generally known by non-Owner personnel which Recipient may obtain knowledge of or access to as a result of their evaluation of the Confidential Information. The Confidential Information includes, but is not limited to, the following types of information or other information of a similar nature (whether or not reduced to writing or other permanent media): all business and financial information, assets, marketing and strategic plans, analysis, projections, reports, technologies, processes and operations, compilations, forecasts, studies, lists, summaries, notes, data, legal and regulatory permitting strategic analysis and plans relative to state and local law, all terms and conditions included in any and all drafts of any agreement with respect to the Business Opportunity, all customers, employees, suppliers, vendors, professionals involved with the Business Opportunity, all documentation and other tangible or intangible discoveries, ideas, concepts, software, designs, drawings, specifications, techniques, models, information, diagrams, flow charts, procedures and "know-how" comprising all or any portion of the owner's proposed or existing project hardware, and all related documentation, partnerships, relationships with other companies, revealed by Owner to Recipient in connection with any evaluation by Recipient of any of the foregoing. The following shall not be considered Confidential Information: knowledge that has come into the public domain without any action by or involvement of Recipient; knowledge developed independently by Recipient, where Recipient can document such development; that which is required by law or order of any court or order of any regulatory body of competent jurisdiction to be disclosed by Recipient; and knowledge not acquired either directly or indirectly from Owner.

If Recipient believes it is required by law to disclose any Confidential Information, it shall first give Owner reasonable advance notice so that Owner may take appropriate action to protect its rights and avoid or limit any such disclosure. 2. Grant of Access

Subject to the conditions herein, Owners shall grant Recipient access to the Confidential Information for evaluation purposes. Recipient shall require each employee receiving the Confidential Information to read and agree to the terms of this Agreement. For purposes of assisting it in its evaluation, Recipient may, with Owner's prior written consent (not to be unreasonably withheld) disclose the Confidential Information to outside consultants who first agree in writing to be bound by the terms of this Agreement. 3. Obligations of Recipient Title to the Confidential Information delivered to Recipient under this Agreement shall at all times remain with Owner. Recipient agrees not to use all or any portion of the Confidential Information for any purpose whatsoever, except to the extent reasonably necessary to perform an evaluation of the confidential information. Recipient agrees to make no other use of Confidential Information or any portion thereof and shall not incorporate all or any portion of the Confidential Information into any other work or product. Recipient shall not directly contact or do business or deal in any way whatsoever with any person, individual or company introduced to it by the Owner without the prior written consent of the Owner for a period of one (1) year unless the Recipient with undue delay informs the Owner that it is already in contact with such person, individual or company. Recipient will not disclose or make available the Confidential Information to any third party without Owner's written permission. Recipient will only disclose Confidential Information to its employees on a need-to-know basis in connection with the evaluation purposes. Recipient will not reverse engineer any project hardware or software, nor decompile or disassemble any hardware or software included in the Confidential Information.

Recipient will protect the disclosed Confidential Information for a period of three (3) years from the date stated in the first paragraph of the Agreement, using the same degree of care it would use to protect its own information of a like nature, but in no event less than reasonable care. After the two (2) year period, the Recipient will use ordinary care in preventing the unauthorized use, dissemination or publication of the Confidential Information.

Nothing contained in this Agreement shall be construed as creating any obligation, license or expectation on the part of either party to enter into a business relation with the other party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in the Agreement shall be construed as creating a joint venture, partnership or employment relationship between Owner and Recipient.

All materials, notes, data, etc. which contain Confidential Information shall be returned to Owner upon request. All obligations created by this Agreement shall survive any change or termination of the parties' business relationship

4.

Nature of Obligation

Recipient acknowledges that Owner, because of the unique nature of the Confidential Information, may suffer irreparable harm if Recipient breaches any of its obligations under this Agreement and monetary damages will be inadequate fully to compensate Owner for such a breach. The parties agree that in such circumstances Owner shall be entitled, in addition to monetary damages, to injunctive relief as may be necessary to restrain any prospective or threatened continuing or further breach by Recipient, without showing or providing any actual damages sustained by Owner. 5. Waiver, Assignment No waiver or modification of this Agreement or any of its terms shall be valid or enforceable unless reduced to writing and signed by both parties to this Agreement 6. Entire Agreement; Applicable Law This Agreement contains the full and complete understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior representations and understandings whether oral or written. If any provision of the Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

This Agreement shall be governed by and enforced according to the laws of the Nevada. Jurisdiction and venue shall be the courts of Clark County, Nevada. 7. Counterparts, Signatures The Agreement may be executed in counterparts and shall be binding and effective upon signature of one or more counterparts by each party hereto. Signatures transmitted by facsimile shall be considered valid evidence of a party's intent to be bound.

By