NON CIRCUMVENTION - NON DISCLOSURE AGREEMENT

Between those whose signature appears below

In consideration of the mutual benefit to be delivered by the associated and/or affiliated companies, individuals, agents, assignees, designees, trustees or executors, be it understood: Whereas, the parties are mutually desirous of transacting various business transactions in cooperation with one another for their mutual benefit, and WHEREAS, it is agreed that neither of the parties will contract in any manner a third party introduced by the other party to this Agreement. NOW THEREFORE, the parties agree to abide by the following terms and conditions set forth for said purpose. ARTICLE I This is to confirm that each of the named signatories, separately and individually, hereby agree that they will not make any contract with, deal with, or otherwise be involved in any transactions, with nay banking or lending institutions, trusts, corporations, companies or individuals, lenders or borrowers, buyers/sellers introduced by another or the signatories, separately and individually, without specific and agreed to permission of the introducing signatory(s). ARTICLE II This Agreement is a perpetuating guarantee for five (5) years from the date affixed below and is to be applied to any and all transaction tgf) entertained by the signatories, including subsequent follow up, repeat or re-negotiated transactions, as well as, to the initial transaction regardless of the success of the project. The signatories hereby confirm that the identities of the banks and lending institutions, corporations, individuals, trusts, lenders/borrowers, buyers/sellers, are currently and in the future the property of the introducing signatory(s) and shall remain so on the duration of this Agreement. ARTICLE III The signatories hereby agree to keep completely confidential the names of any banks, lending institutions, corporations, individuals or groups of individuals, lenders/borrowers, buyers/sellers introduced by any of the named signatories or their associates. Such identity shall remain confidential during the applicable transactions and during the duration of this Agreement and shall include any telephone and fax numbers, addresses, telex, email or TXX numbers, other pertinent information, etc. Such information is considered the property of the introducing signatory(s), and we hereby agree to discuss the same among ourselves for determination as to what shall be disclosed and mutually agree upon. ARTICLE IV Any controversy or claim arising out or relating to this Agreement, or the beach therefore, and which is not settled between the signatories themselves, shall be settled by arbitration in accordance with the rules of the Arbitration Association and the International Chamber of Commerce of Paris with hearing to take place at a mutually agreed location and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof including the award to the aggrieved signatory(s), such award being related to the total remuneration received as a result of business conducted with the parties covered by this Agreement plus any and all courts costs, attorneys fees and any other costs or charges reasonably necessary to adjudicate the controversy in addition to any and all damages deemed fair by the Arbitrator (s) or not less that fifty percent (50 %) of the commissions, fees, remuneration or considerations on the total amount of the disputed transaction(s). ARTICLE V It is understood that this Agreement is a reciprocal one between the signatories concerning their privileged information and contracts. ARTICLE VI It is understood that a signatory cannot be considered or adjusted to be in violation of this Agreement when the violation is involuntary due to situations beyond its control such as acts of God, civil disturbances, theft or prior knowledge or possession of the privileged information or contracts without the intervention or assistance of one or more of the signatories. In the case of prior knowledge or possession of information regarding a specific source for borrowing^, lending or other business activities, reintroduction of said source (s)' shall adhere to the stipulations and agreements of this Agreement only for the specific transaction(s) and/or arrangements proposed at the time of reintroduction(s) and shall not necessarily apply to future dealings without the expressed consent and agreement of the parties involved. ARTICLE VII This Agreement shall be considered to include the corporation(s), company(s), division(s), subsidiary(s), employee(s), consultant(s), principal(s), agent(s), associate(s), business relation(s), assignee(s), family and heirs of each signatory of this Agreement. ARTICLE VIII The signatories of this Agreement agree that no effort shall be made to circumvent this Agreement or the agreed to terms thereof in an effort to gain fees, commissions, remunerations or considerations to the benefit of one or more of the signatories of this Agreement while excluding equal or agreed to benefit to any other of the signatories of this Agreement. ARTICLE IX Full disclosure of business dealing and arrangements or agreements for fees, commissions, remunerations or considerations between introduced parties, to one or more of the below named parties, shall be understood and adhered to the principal of this Agreement. ARTICLE X This Agreement shall, in no way, be construed as being an agreement of partnership in such a way that any of the individual signatories of this document shall have any claim against any separate dealings, ventures or assets of any other signatory and shall any signatory be liable for any other signatories commitments or liabilities in business or personal dealings or situations. ARTICLE XI All signatories to this Agreement are "good faith persons". This Agreement is subscribed for, only and solely acting legally: THEREFORE, SHOULD ANY OF THE SIGNATORY PARTIES CARRY OUT OR EXECUTE ANY ACT OF OMMISSION THAT IN ANY MAY CONSTITUTES AN ILLEGAL OR FRAUDULENT ACT, THIS AGREEMENT WILL IMMEDIATELY BECOME "NULL AND VOID". THE SPIRIT BEHIND THIS AGREEMENT IS ONE OF MUTUAL TRUST AND CONFIDENCE AND OF RELIANCE ON EACH OTHER TO DO WHAT IS FAIR AND EQUITABLE. IN WITNESS WHEREOF, the parties have executed this Agreement on Monday 15 January 2007. By Name: Company: Address: Tel: + Fax: E-mail: Signature: By Name: Company: Address: Tel: Fax: Email :