COVENANT OF CONFIDENTIALITY AND

A closely held corporation engaged in an entertainment and party event business incorporated in the State of New York ("Target") and/or its representatives, attomeys. accountants, employees or agents may be providing to you (the "Receiving Party") non-public Information (as defined below) over the next several months in connection with purchase of the Target by you (the "Potential Transaction" As a condition to providing any Information to you, Target requires that you enter into this Agreement.

As used in this Agreement, the term "Information" means any and all non-public technical, commercial and other information which is confidential and/or proprietary to Target including, but not limited to, information regarding Target's organization. personnel. customers, suppliers, business activities, policies, assets, finances, costs, market shares, sales, revenues, technology. rights, obligations. liabilities and strategies. The term Information shall not include information which the Receiving Party can demonstrate: is contained in a printed publication available without restriction to the general public; is or becomes publicly known through no wrongful act of the Receiving Party: is already known by the Receiving Party prior to the receipt of such information from Target: or d)is furnished to the Receiving Party by a third party without breach of any confidentiality obligations to Target. In consideration of and as a condition to the furnishing and disclosing of Information by or on behalf of Target. the Receiving Party hereby agrees as follows: 1. Receiving Party agrees that all Information furnished or disclosed by or on behalf of Target to the Receiving Party is confidential and/or proprietary to Target, and shall be held in confidence and treated as such by Receiving Party. with the same degree of care and confidentiality with which it treats its own confidential and proprietary information. 2. Receiving Party agrees not to use any of the Information for any purpose other than its consideration and evaluation of the Potential Transaction. and not to disclose any of the Information to any third party without Target's prior written consent, except for a disclosure to a governmental agency which is required by law. in which event Receiving Party agrees to notify Target before making such disclosure and to cooperate with Target in an effort to limit or restrict such disclosure by any lawful means. 3. Receiving Party agrees that it will not disclose any Information to any of its shareholders. officers. directors. employees, or professional and/or financial advisors, except on a need-to-know basis solely in connection with the Potential Transaction, and only after the person is notified of and agrees in writing to be bound by the terms of this Agreement.

4.Receiving Party agrees that all Information is and shall remain the sole property of Target. and shall

promptly be returned to Target's management consultant, Pace Management Corporation, located at 625 Delaware Avenue, Suite 203 Buffalo, New York 14202 upon request at any time, and in any event upon the termination of Receiving Party's consideration of the Potential Transaction.

5. Receiving Party agrees and acknowledges that Target shall be entitled to specific performance of the terms hereof. and to obtain preliminary or permanent injunctive relief to secure specific performance and to prevent a breach or threatened breach of this Agreement. Any such remedy shall not be exclusive, but shall be in addition to all of the remedies available at law or in equity. 6. The undersigned hereby agrees that, for a period of two (2) years after the date hereof it will not, (a) hire or engage any other executive or manager of the Target or encourage any such executive or management employee to discontinue or reduce his or her employment with Target. (b) directly solicit or hire or engage any other employee of Target as a result of such solicitation or encourage any such employee to discontinue or reduce his or her employment with Target.

7.Without the prior written consent of Target. Receiving Party agrees that it will not disclose to any person the fact that discussions or negotiations of the Potential Transaction are taking place. 8. No oral modification or termination of this Agreement shall be effective. 9. This Agreement shall expire two (2) years from the date of signing. 10. No waiver of any provisions of this Agreement. or of any breach thereof, in any one or more instances, shall constitute a waiver of any subsequent breach of such provision or provisions.

Have you received information on the similar business from any other broker/agent in the past 12 months?