JOINT NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT For good and valuable consideration including, without limitation, the mutual

promises set forth herein and the disclosure and/or submission and/or exchange of proprietary information and ideas, the undersigned hereby represent, warrant and agree as follows: 1. Purpose. The Parties wish to explore a business possibility (the "Relationship") in connection with which the Parties may disclose to each other their respective proprietary information and ideas. 2. Definition of Confidential Information. As used in this Agreement, as to each Party "Confidential Information" means all nonpublic information disclosed by or relating to such Party and any entities controlled by such Party that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information specifically includes, without limiting the generality of the foregoing, (a) all nonpublic information relating to such Party's business plans, finances and other business affairs, (b) all nonpublic information possessed by such Party relating to any matter covered hereby and (c) all third-party information that such Party is obligated to keep confidential. Confidential Information does not include information which (a) was in a Partys possession prior to the time of disclosure; or (b) has become part of the public knowledge or literature, and not as a result of any improper action or inaction of a Party receiving Confidential Information (the Recipient Party), or (c) is approved and consented to in writing by the Party from whom such Confidential Information was disclosed for release (the Disclosing Party). Nothing herein compels a Party to disclose Confidential Information. 3. Non-Disclosure of Confidential Information. a. Neither Party may use the other Party's Confidential Information other than in connection with and/or in furtherance of the Relationship. b. Neither Party may disclose the other Party's Confidential Information to any person or entity without such other Party's prior written consent. c. A Recipient Party shall not disclose any Confidential Information to third parties and will maintain the Confidential Information in the strictest of confidence and secrecy and will hold the Confidential Information in trust as the fiduciary of the Disclosing Party. d. A Recipient Party shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of such Confidential Information of in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the highest degree of care that the Recipient Party utilizes to protect its own Confidential Information. e. Each Party will restrict the possession, knowledge and use of any of the other Party's Confidential Information to those of its employees, agents, lawyers and advisers who have a need to know the specific Confidential Information in connection with and/or in furtherance of the Relationship. 4. No Ownership, Lien or Interest. a. Nothing in this Agreement is intended to grant any rights under any patent or copyright of the Disclosing Party, nor shall this Agreement grant the Recipient Party any rights in or to the Disclosing Party's Confidential Information, except the limited right to review such Confidential Information in connection with the proposed Relationship between the Parties. b. No Party hereto has, has never had and does not claim and will not claim to have any ownership or proprietary interest in the Confidential Information of the other Party, legally, equitably or otherwise. Further, no lien or other interest or proprietary right, legal, equitable or otherwise, in Confidential Information shall be created in favor of a Recipient Party as a result of any work performed by the Recipient Party concerning, relating, referring to, mentioning and/or having anything to do with such Confidential Information. c. Any and all work product created or performed by a Recipient Party concerning, relating, referring to, mentioning and/or having anything to do with Confidential Information received from the Disclosing Party shall be the sole property of the Disclosing Party and shall, in turn, be deemed to be Confidential Information subject to and governed by the provisions of this Agreement. 5. Return of Materials. Any materials or documents which have been furnished by the Disclosing Party to the Recipient Party in connection with the Relationship will be promptly returned by the Recipient Party, accompanied by all copies of such documentation, within ten (l0) days after (a) the Relationship has been terminated or (b) sooner, upon the written request of the Disclosing Party. 1

6. Remedies. The Parties agree that the Confidential Information obligations provided in this Agreement are reasonable and necessary to protect the Parties, and expressly agree that monetary damages would be inadequate to compensate a Disclosing Party for any breach by a Recipient Party of such obligations. Accordingly, the Parties agree and acknowledge that any such violation or threatened violation will cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by a Recipient Party without the necessity of proving actual damages. 7. Non-Circumvention. As used herein, the term Introduced Parties means all names and other information regarding actual or potential business or financing sources and/or relationships disclosed by such Party to the other Party and all persons and entities with whom a Party has a pre-existing relationship and to whom it introduces the other Party, directly or indirectly. During the Term, neither Party nor any of such Partys related or affiliated persons or entities will deal directly with any of the Introduced Sources introduced by the other Party without such other Partys prior knowledge and remuneration; and neither Party nor any of its related or affiliated persons or entities will in any way circumvent, avoid, bypass, or in any way obviate the other Party (or make, assist, authorize or permit any effort to do so), either directly or indirectly, to avoid such other Partys financial remuneration from any transaction involving any of the Introduced Sources. 8. Term. The terms of this Agreement shall survive any termination of the Relationship, and shall continue for a period terminating on the later of (a) five (5) years following the date of this Agreement or (b) three (3) years from the date on which Confidential Information/Introduced Parties are disclosed under this Agreement. 9. Miscellaneous. a. This Agreement shall be binding upon and for the benefit of the Parties, their successors, assigns, heirs, representatives, agents, assigns, contractors, by law and/or in fact. b. This Agreement shall be governed by, construed and enforced in accordance with California law. c. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

d. If suit, action or other proceeding is initiated in connection with any controversy arising out of this Agreement, the prevailing Party shall be entitled to recover his costs and expenses, including reasonable attorneys' fees, incurred in connection therewith. e. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and shall be amended or modified only with the mutual written consent of the Parties. This Agreement will inure to the benefit of and be binding upon the Parties and their respective successors, heirs and representatives. If a provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect. f. No amendment, change, modification or variation of this Agreement shall be valid without the Parties prior express written consent. This Agreement may be executed in counterparts, which when taken together will constitute one and the same instrument. Faxed and e-mail signatures shall serve as originals and will be effective for all purposes. Agreed:

_____________________________________________ Rodger Gaon

_____________________________________________ David L. Gernsbacher

Gaon & Gernsbacher Joint NDA _06-01-11_