NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ASSETS EQUITY GROUP, LLC THIS AGREEMENT entered into on this ____

day of _____________, 2011 is for the professional association and arrangement of Non-Circumvention, Non-Disclosure and Confidentiality. BETWEEN: ____________________________________________________________ (Client) Of __________________________________________________________ (Client/Company) Whose principal place of business is located at: _____________________________________________________________ _____________________________________________________________ Primary contact number: ________________________________________ Secondary contact number: ________________________________________ Website Address: ________________________________________ Email Address: ________________________________________
If more than one principle or contact person please list the names and contact information on the last page for all members of the group, who are permitted to participate in discussions and receive documents, Including legal and other professional advisors. List the primary contact for the Project above.

AND: Assets Equity Group. P.O. Box 1216, Bear DE, 19701 Primary contact number: 302-722-4943 Secondary contact number: 302-229-7933 Website Address: www.Assetsequitygroup.com Email Address: info@Assetsequitygroup.com

WHEREAS, the undersigned, _________________________ and its employees, agents, associates, representatives, affiliates or assigns, serving as Financial Intermediary(s) collectively Intermediary(s) and Client/Company possess certain proprietary information in regards to certain specialized project funding programs, and whereas, the Client/Company and its partners, subsidiaries, affiliates, assigns, attorneys, accountants, agents and employees collectively "Company" wishes to explore and potentially access such information, processes and funding methods with Intermediary(s) collectively "the Parties" for the possible outcome of funding a specific project, as well as other potential projects in the future, and; WHEREAS, the Parties will be required to share with each other certain highly confidential information about themselves, their projects, their financial information, their employees etc., whereas the Parties wish to enter into this Agreement to define certain parameters under which they agree to be legally bound to each other with a duty of Non-Circumvention, Non-Disclosure and Confidentially with respect to their mutual sources, contacts and proprietary information. This duty is in accordance with the International Chamber of Commerce Convention (ICC Publication no. 619, Occasional Intermediary Contract). NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the Parties hereby agree as follows: I. TERMS AND CONDITIONS: A. The Parties will not in any manner, solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this Agreement, without the express permission of the party who made available the source. This does not apply to non-related banking or trading having nothing to do with the limited subject matter or otherwise not arising out of the business contemplated by this Agreement. B. The Parties will maintain complete confidentiality regarding each other's business sources and/or their Affiliates and will disclose such business sources only to named parties pursuant to the express written permission of party who made available the

source. This does not apply to large banks or brokerage firms commonly known to the public, however, will apply to the specific individuals in those specific firms specializing in the limited scope of business contemplated by this Agreement, who were in fact introduced to each other by the Parties. C. The Parties agree that due to the many variables surrounding each Business Financial Transaction that will occur because of this agreement, the commission to be paid and/or the fee structure between the Parties can vary. A separate fee/commission agreement will outline compensation for each Business/Financial Transaction. The fee or commission agreement must be drafted and acknowledged by signature before all Business/Financial Transactions. D. That in any of the transactions the parties are desirous of entering into and to the best of their abilities, assure the other that the transaction codes as they may apply, once established, will remain unchanged unless by mutual consent. E. The Parties shall not in any way whatsoever circumvent each other and/or attempt such circumvention of each other and/or any of the parties involved in any of the transactions the Parties wish to enter and to the best of their abilities shall ensure that the original transaction codes, data and proprietary information established are not altered, furthermore, the Parties shall not disclose any contact revealed by either Party to any third Parties as they fully recognized such information and contract(s) of the respective Party, and shall not enter into direct and/or indirect offers, negotiations and/or transaction with such contacts revealed by the other Party who made the contact(s) available. This does not apply to the officers of large banks and brokerage firms readily available to the public, or any party already know to the Parties as of the date hereof. F. That they further undertake not to enter into business transaction with investors, sources of funds, project companies or their owners, the names of which have been provided by one of the Parties to this Agreement, unless written permission has been obtained from the other party(s) to do so; provided nothing in this Agreement shall restrict the Companys rights (or the rights of any of its partners, affiliates, subsidiaries, officers) to engage in transactions with the underlying investors, sources

or funds, etc. if they were not fully and specifically disclosed to the other party in the ordinary course under this Agreement if such investors and sources should be referred or introduced to Company through other channels, and fees shall only be due to Intermediaries in connection with this Agreement. For the sake of this Agreement, it does not matter whether information is obtained from a natural or a legal person. The Parties also agree not to use a third party to circumvent this clause. G. That in the event of proven circumvention of this Agreement by either party, which results in a closed transaction, the circumvented party shall be entitled to a legal monetary penalty equal to the benefit it would have derived from the circumvented activity, plus all reasonable expenses, including but not limited to reasonable legal costs and expenses incurred to recover the lost revenue. H. All consideration, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed. I. The Parties will construe this Agreement in accordance with the laws of the State of Texas. Any claim, dispute or disagreement in respect of this Agreement may be brought only in the courts of the State of Texas which courts shall have exclusive jurisdiction thereof. The Parties hereby agree to Mediate and Arbitrate any and all unresolved disputes between them. In the event of dispute, the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators designated in accordance with said rules will apply. In the event of litigation between the Parties arising out of or relating to this Agreement, the prevailing party will be entitled to recover court costs and reasonable fees of attorneys, accountants and expert witnesses incurred by such a party in connection with such action. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable under the applicable laws or regulations of any jurisdiction, either such provision will be deemed amended to conform to such laws or regulations without materially altering the intention of the Parties or it shall be stricken and the remainder of this Agreement shall remain in full force and effect.

J. The signing Parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for five (5) years from the date hereof. K. This Agreement contains the entire understanding between the Parties and any waiver, amendment or modification to this Agreement will be subject to the above conditions and must be attached hereto. Neither Party shall have any right to obligate or bind the other in any matter whatsoever, nor nothing herein contained shall give or is intended to give any rights of any kind to any third Party. L. Upon execution of this Agreement by signature below, the Parties agree that any individual, firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this Agreement.

II. AGREEMENT TO TERMS A. The signatures on this Agreement received by the way of facsimile, mail and/or email shall be deemed to be an executed contract Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement. B. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.

ACCEPTED AND AGREED WITHOUT CHANGE: Signed on this _____day of _____________, 2011 For and on behalf of: Company(s): __________________________

Signature: ___________________________ Print Name: Telephone: Email:_________________________________

Please insert all additional parties to the transaction here.

For and on behalf of: Company: Assets Equity Group LLC, David D. Corbett Signature: ___________________________ Print Name: ___________________________ Telephone: 302-722-4943