NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

Stephen Paul West, referred to as COMPANY, and ________________________________________, referred to as RECIPIENT, agree:

The parties intend to engage in substantive negotiations and discussions regarding certain new and useful business opportunities, trade secrets, marketing concepts, images and intellectual property:

The rights related to such information, generally regarding Images, intellectual property and all copyrights of artwork by Stephen Paul West (the COMPANY), shall be as follows:

COMPANY claims sole rights to the information, and COMPANY is willing to disclose the same, in consideration of the following covenants and agreements made by RECIPIENT:

RECIPIENT shall hold in confidence all of such information, and shall not directly or indirectly disclose to others such information. RECIPIENT shall protect such information from disclosure by reasonable means, including but not limited to at least the same level of security that the RECIPIENT uses for its most crucial proprietary and trade secret information.

Further, RECIPIENT agrees that it shall not use any advantages derivable from such information in its own business or affairs, unless the same is pursuant to an agreement with COMPANY.

Additionally, any improvements made as a result of the disclosure by RECIPIENT shall be disclosed to COMPANY, and, COMPANY further agrees to assign such improvements to COMPANY, and to execute any and all further documents as may be requested by COMPANY to perfect the rights of COMPANY to such information.

The obligation of confidentiality shall not apply to any information which was already known to RECIPIENT at the time of disclosure; was already published at the time of disclosure, or, that was disclosed by a third party prior to the disclosure by COMPANY, provided that the third party had authority to make such disclosure. RECIPIENT shall notify COMPANY, in writing, and at the earliest time possible, the information disclosed by RECIPIENT which RECIPIENT claims falls under the provisions of this paragraph related to earlier knowledge, publication, or prior disclosure.

The obligations of confidentiality will cease at such time when, the information becomes generally known through no fault of RECIPIENT, or upon voluntary disclosure of such information by COMPANY to the public.

Stephen Paul West may from time to time disclose to certain confidential information or trade secrets generally regarding .

RECIPIENT agrees that it shall not disclose the information so conveyed, unless in conformity with this agreement. shall limit disclosure to the individuals with a reasonable "need to know" the information, and shall protect the same from disclosure with reasonable diligence.

As to all information which claims is confidential, shall reduce the same to writing prior to disclosure an shall conspicuously mark the same as "confidential," "not to be disclosed" or with other clear indication of its status. If the information which is disclosing is not in written form, for example, a machine or device, shall be required prior to or at the same time that the disclosure is made to provide written notice of the secrecy claimed by . agrees upon reasonable notice to return the confidential tangible material provided by it by upon reasonable request.

The obligation of non-disclosure shall terminate when if any of the following occurs:

(a) The confidential information becomes known to the public without the fault of RECIPIENT; or

(b) The information is disclosed publicly by Stephen P West; or

(c) a period of 6 months passes from the disclosure; or

(d) the information loses its status as confidential through no fault of .

In any event, the obligation of non-disclosure shall not apply to information which was known to prior to

the execution of this agreement.

Dated: _______________________________

________________________________________________

Upon request RECIPIENT shall return all tangible documents or documents disclosed by COMPANY which are subject to this agreement. Further, RECIPIENT upon such return shall destroy and and all copies of the same and will, upon request of the COMPANY execute an affidavit of compliance in a form acceptable to the COMPANY verifying the destruction and full compliance with this agreement.

Dated: ________________________

____________________________________

Stephen Paul West