NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Agreement (“Agreement”) is made by and between the undersigned “Confidant,” and Sahel Anwar, Senior Partner, SHM Associates, LLC, (“SHM”), as of the date signed by the Confidant.

WHEREAS, SHM has invested considerable time and money in developing his respective products and in connection therewith has developed certain data and information which has commercial value and is not generally publicly known; and

WHEREAS, SHM and Confidant are entering discussions to investigate business activities which will require SHM to exchange and/or disclose certain information to Confidant, including without limitation, confidential and proprietary information.

NOW, THEREFORE, in consideration of the parties’ agreement to do business with each other and the mutual promises and agreements contained herein, the parties agree as follows:

1. “Confidential Information” as used herein shall mean all information disclosed or made available by SHM, including, without limitation, trade secrets, ideas, negative know-how, know-how, ingredient properties and specifications, formulations, techniques, production processes, research and development projects, customer and supplier lists, marketing plans, and financial information, and other proprietary and confidential information. Each party acknowledges and agrees that the Confidential Information is a valuable trade secret and that any disclosure or unauthorized use thereof will cause irreparable harm and loss to the discloser.

2. All Confidential Information shall be and remains the sole and exclusive property of SHM and shall be held in strictest confidence by Confidant. Confidant shall not copy Confidential Information or any portion thereof without the SHM’s prior written consent. Confidant shall immediately deliver to SHM at SHM’s request all Confidential Information, including, without limitation, all records, items, books, documents, notes, physical evidence, and other materials and all reproductions and copies of the foregoing in any form or medium.

3. Confidant shall not, without the prior written consent of SHM, use or permit to be used any Confidential Information for any purpose whatsoever except for the purposes set forth herein. Confidant shall not, without prior written consent of SHM, disclose to any person any portion of the Confidential Information except to SHM’s/Confidant’s employees who need to know that particular portion of the Confidential Information, provided that:

a. each of the SHM’s/Confidant’s employees to whom any of the Confidential Information is disclosed shall be informed that the information is confidential; and

b. each of SHM’s & Confidant’s employees to whom any Confidential Information is disclosed shall agree in writing, by signing a copy of this agreement, not to use or permit to be used the Confidential Information and not to disclose any of the Confidential Information to any person except as set forth herein.

4. The parties agree that the loss to SHM which would arise from the breach of the obligations set forth in this Agreement cannot be reasonably or adequately compensated in damages in an action at law. Therefore, the parties expressly agree that SHM, in addition to any other rights or remedies he may possess, shall be entitled to injunctive relief to prevent or cure any breach of the obligations set forth in this Agreement, without posting a bond or other security therefor.

5. Confidant shall not assign, subcontract or transfer any rights or obligations under this Agreement without the prior written consent of the SHM.

6. All waivers hereunder must be voluntary and in writing. The failure by either party at any time to require the other party’s performance of any obligation under this Agreement shall not affect the right to later require performance of that obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any prior, continuing or later breach of such provision or a waiver or modification of that provision.

7. The obligations of Section 2 and 3 of the Agreement shall not apply to any Confidential Information which Confidant can demonstrate:

a. is or becomes available to the public through no breach of this Agreement;

b. was previously known by Confidant without any obligation to hold it in confidence;

c. is received from a third party free to disclose such information without restriction;

d. is independently developed without the use of Confidential Information;

e. is approved for release by written authorization by the discloser, but only to the extent of and subject to such conditions as may be imposed in such written authorization;

f. is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or

g. is disclosed in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof, but only to the extent of and for the purposes of such order; provided, however, that the disclosing party shall first notify the other party of the order and permit the other party to seek an appropriate protective order.

8. The parties expressly agree that is not their intention to violate any public policy, statutory or common law, rule, regulation, treaty or decision of any government or governmental agency (collectively, the “Law”). If any section, sentence, clause, word, or combination thereof in this Agreement is judicially or administratively interpreted or construed as being in violation of any Law of any jurisdiction, such section, sentence, clause, word, or combination shall be deemed automatically modified in that jurisdiction to conform to the requirements for validity as so interpreted. If such section, sentence, clause, word or combination cannot be so modified, it shall be inoperative in such jurisdiction and the remainder of this Agreement shall remain binding upon the parties in such jurisdiction and the enforceability of this Agreement as a whole shall be unaffected elsewhere.

9. This Agreement may be executed in counterparts and each counterpart shall constitute an original instrument, but all such counterparts shall constitute one and the same instrument.

10. The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the State of New York without regard to its conflict of laws provision.

11. Any notices hereunder shall be given in writing by personal delivery or certified mail, return receipt requested, postage prepaid, addressed to:

If to GS:

Sahel Anwar GentleStreams 276 Osborne Hill Rd Fairfield, CT 06824

If to the Confidant:

To address set forth beneath Confidant’s signature to this Agreement.

Notices shall be deemed effective on the date of personal delivery or three (3) business days after the date mailed in the manner described in the paragraph.

12. This Agreement constitutes the entire agreement between the parties and shall in all respects supersede and prevail over all prior oral or written agreements, understandings, offers and acceptances between the parties. No amendment, alteration, or modification of this Agreement shall be valid unless in each instance such amendment, alteration or modification is set forth in writing by the party sought to be charged.

13. If either party to this Agreement initiates legal proceedings against the other party, the prevailing party shall be entitled to recover its expenses, including reasonable attorney’s fees, in addition to any other relief the court may allow.

14. The rights and obligations set forth in the Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind Confidant and assigns.

15. No rights or licenses, expressed or implied, are hereby granted to Confidant as a result of, or related to, this Agreement.

16. Each party agrees not to use the name of the other party in any publicity, advertising or information which is disseminated to the general public without the prior written approval of that party.

17. Any disputes arising out of or related to this Agreement shall be submitted only to the American Arbitration Association in New York City before a single arbitrator appointed pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator may award the prevailing parties the fees and costs of the arbitration as well as appropriate punitive damages.

IN WITNESS WHEREOF, the parties have executed this Agreement.

“SHM” “Confidant”

SHM Associates ____________________________ Company Name

____________________________ ____________________________
Sahel Anwar By:

Senior Partner ____________________________ Position

____________________________ Address

____________________________ ____________________________
Date Date