The Company and GCMG mutually and each of them acknowledge and agree that they have received, and/or will receive from time to time subsequent to the date hereof, from each other certain confidential material consisting of proprietary information of the Client of Genesis, and proprietary information concerning certain investment programs, including information and know-how with respect to the techniques concerning said investment programs (hereinafter, such confidential material, information and know-how are collectively referred to as the ("Protected Property"). The Protected Property has been and will be furnished to the Company and GCMG, their employees, agents, attorneys and advisors, and is to be used and applied by each of them, their employees, agents, attorneys and advisors, only for determining whether to go forward, upon behalf of the Client of Genesis in the Investment Program introduced by the Company (the "Investment Venture").

The Company and GCMG mutually agree 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 confidential, 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, its Client and the Company ,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 and GCMG for any reason whatsoever except with prior written consent of the other.

The Company and GCMG further specifically mutually agree that:

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

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

(iii) For a period of three (3) years from the date hereof each of them shall not duplicate or implement, or attempt to duplicate or implement, the Client's Proprietary Information, or the Investment Program information 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 the other, or (b) the prior written consent of the other, based on full and complete disclosure by each of them of all information relative to the situation for which such consent is sought.

(iv) The Company and GCMG shall each return to the other all originals and all copies of any Protected Property and related materials and information promptly after a request made by either of them.

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. 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.

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

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.

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: ________________________
Name: Luis A. Martinez
Title: President

Dated:

AGREED AND ACCEPTED:

________________________

By: _________________________
Name: