Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") effective as of today's date, by and between S.A.R. Asset Management, Inc. (hereinafter referred to as "SAR") and the party consenting to this agreement.

WHEREAS, the parties wish to discuss business opportunities of mutual benefit; and,

WHEREAS, in these discussions, it may become necessary for each party to disclose information to the other party that it regards as being of a confidential or proprietary nature;

NOW THEREFORE, in consideration of the mutual benefits in furthering the business interests of the parties, it is hereby agreed that information disclosed by either party to the other party and considered by the disclosing party to be of a confidential or proprietary nature, shall be subject to the following terms and conditions:

1. For purposes of this Agreement, Confidential Information is that information over which the disclosing party wishes to maintain control by preventing its unauthorized use, reproduction or disclosure, including but not limited to the Investment Offering Memorandum and other related documents.
   
   
2. The parties hereby agree as follows:
   
   a) A receiving party shall not disclose any Confidential Information to third parties, except to a receiving party's consultants and advisors.
   
   b) A receiving party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information.
   
   c) Confidential Information may be disclosed, reproduced, summarized or distributed only in pursuance of a receiving party's business relationship with a disclosing party, and only as otherwise provided hereunder. A receiving party agrees to segregate all such Confidential Information from the confidential materials of others in order to prevent commingling.
   
   
3. Parties shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, in addition to all other remedies available to the parties at law or in equity.
   
   
4. The validity, performance and all matters relating to the interpretation and effect of this Agreement shall be governed by the laws of the State of California.
   
   
5. All obligations created by this Agreement shall survive change or termination of the parties' business relationship.
   
   
6. An electronic consent to this Agreement shall be considered valid for all intents and purposes.