WHEREAS, The Company acknowledges and agrees that it has received, and may receive from time to time during the term of this agreement, from GCMG certain confidential material , documents and things in which GCMG has a proprietary interest, including but not limited to uniquely structured financing arrangements and systems of collateralization applicable thereto, and including information and know-how with respect to the techniques required to negotiate, apply and implement such arrangements to specific transactions (hereinafter, such confidential material, information and know-how are collectively referred to as the ("Protected Property"), and;

WHEREAS, The Protected Property has been and will be furnished to the Company, its employees, agents, attorneys and representatives, and is to be used and applied by the Company, its employees, agents, attorneys and representatives, solely and exclusively for the purpose of determining whether the parties herein enter into one or more joint business ventures whereby GCMG would act as the source of financing (the "Business Venture").

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES CONTAINED HEREIN :

1. The Company agrees that for a period of three (3) years from the date hereof, the Protected Property and all disclosures, discussions, demonstrations, presentations and exchanges of material, information and know-how related thereto shall be kept in the strictest confidence, and divulged to no one except the confidential employees, agents, attorneys and representatives of the Company.

2. It is expressly understood that the Protected Property relating to the structured financing arrangements, systems of collateralization applicable thereto, and any variations thereof are intellectual properties of substantial value proprietary to GCMG, and that the Protected Property and all disclosures, discussions, demonstrations, presentations and exchanges of materials, information and know-how related thereto shall not be used, duplicated or disclosed by the Company for any reason whatsoever except with prior written consent of GCMG.

3. The Company further expressly agrees that:

(a) All communications and transmissions with respect to any person, firm or other party introduced by or referred to by GCMG shall be made through GCMG.

(b) Under no circumstances shall the Company initiate, pursue or communicate in any form or manner, independently of GCMG with any person, entity or financial institution identified, named or presented by GCMG (including any accountants, agents, attorneys, brokers or consultants referred to by, or providing services to, GCMG) without the prior express written consent of GCMG.

(c) For a period of three (3) years from the date hereof it shall not duplicate or implement, or attempt to duplicate or implement, the structured financing arrangements disclosed in the Protected Property with respect to any of the Business Ventures or with respect to any other project or transaction without (a) the participation of GCMG ; and (b) only with the prior written consent of GCMG , based upon and pursuant to full and complete advance written disclosure by the Company to GCMG of all information relating to the transaction(s) for which such consent is sought.

(d) In the event of a termination of the Joint Venture or other business arrangement between The Company and GCMG, for whatever reason and for whatever cause, the Company shall return to GCMG all originals and all copies of any Protected Property and related materials and information promptly after a request made by GCMG.

4. The terms of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective heirs, representative, successors and assigns.

5. This Agreement may not be amended, modified or canceled except by a written instrument executed by the parties hereto specifically referring to the Agreement; and performance of this Agreement or any term or provision hereof may not be waived except by written instrument executed by the party making the waiver.

6. This Agreement may be executed in one or more Counterparts, each of which shall constitute one and the same instrument of the parties hereto.

7. This Agreement shall be governed and construed in accordance with laws of the State of New York. In the event that any terms or provision hereof is determined to be contrary to law, it shall be deemed amended and thereafter construed so as to comply with applicable law and to effectuate the intent and purposes of this Agreement.

8. Any disputes or disagreements between the parties concerning this agreement, its interpretation of enforcement shall be submitted to the American Arbitration Association in New York for binding arbitration., under the applicable rules of the AAA. The Official Language of the arbitration/contract shall be the English language. The findings and determination of the AAA shall be considered as final and binding upon both parties, as an enforceable judgment in a competent court of law in the State of New York. The parties have agreed to voluntarily execute the award of arbitration, in case of default the award may be enforced through the aforestated competent court of law.

9. Both Parties hereto acknowledge and understand that no breach, default or violation of any of the provisions of this agreement can occur due to involuntary action beyond their control, e.g. Acts of God, civil disturbances or insurrection, acts of war, theft or fire.

In the event that this document is delivered and signed via fax, it should be construed as an original and a legally binding original document under the laws of New York State, U.S.A.

Genesis Capital Management Group, Ltd.

By: ________________________

Dated: ________________________

AGREED AND ACCEPTED:

By: ________________________

Name:

Title:

Dated:

- GCMG Confidential Document Files