MUTUAL NON DISCLOSURE AGREEMENT

This Mutual Non Disclosure Agreement (this "Agreement") is made and entered into as of the date set forth below (the "Effective Date") by and between PARDON US LLC, a California Limited Liability Company ("PARDON U and the entity/individual whose name and address are set forth below ("Company") (PARDON US and Company sometimes are collectively referred to herein as the "Parties" and individually as a "Party" PARDON US and Company may be discussing or evaluating a possible business transaction for an entertainment program ("Business Transaction" In connection with these discussions and the Business Transaction, each party may disclose or has disclosed, certain Confidential Information (as hereinafter defined) that it desires to be used only for the limited purpose for which disclosed. As a result, PARDON US and Company hereby agree as follows:

1.Confidential Information. The party disclosing confidentialknow Confidential Information for pursuit and evaluation of the Business Transaction. The Receiving Party's Personnel shall have access only to information hereunder is hereinafter referred to as the "Disclosing Party" the Confidential Information they need for such purposes. All Personnel and the party receiving confidential information hereunder is hereafter shall be subject to the terms of this Agreement and the Receiving Party referred to as the "Receiving Party". For purposes of this Agreement, agrees to take reasonable action by instruction, agreement or otherwise "Disclosing Party" includes affiliates of a Party who disclose Confidential to ensure its Personnel comply with the restrictions of this Agreement. Information to the Receiving Party regarding the Business Transactions. In addition, for purposes of this Agreement, Receiving Party includes any 5. Disclosures Required by Law. The Receiving Party may disclose parent corporation of the Parties. As used in this Agreement, Confidential Information to the extent required by law or court order. "Confidential Information" means information not known to the public, However, where permitted by law, the Receiving Party shall give the whether of a technical, business or other nature that relates to the Disclosing Party prompt notice of such disclosure to allow the Disclosing Business Transaction or that, although not related to such Business Party a reasonable opportunity to obtain a protective order and shall Transaction, is nevertheless disclosed as a result of the Parties' provide reasonable assistance to the Disclosing Party (at the Disclosing discussions in that regard, and that should reasonably have been Party's expense) in seeking such a protective order. understood by the Receiving Party to be proprietary and confidential to the Disclosing Party. Confidential Information includes the substance of 6. Ownership of Confidential Information. All Confidential Information the Parties' discussions and all third party information that the Disclosing disclosed under this Agreement (including information in computer Party is obligated to keep confidential. Confidential Information may be software or held in electronic storage media) shall remain the exclusive disclosed in written or other tangible form (including information in property of the Disclosing Party, and the Receiving Party shall have no computer software or held in electronic storage media) or by oral, visual rights, by license or otherwise, to use the Confidential Information except or other means. PARDON US's Confidential Information shall also as expressly provided herein. No patent, copyright, trademark or other include any personally identifiable information (names, addresses, phone proprietary right is licensed, granted or otherwise conveyed by this numbers, email addresses, etc of or relating to PARDON US's website Agreement with respect to Confidential Information or other information. users or affiliates ("PII" 7. No Warranty or Obligation to Proceed. Confidential Information is 2. Use of Confidential Information. The Receiving Party, except as provided "AS and no warranties of any kind are given by either Party expressly provided in this Agreement, shall not disclose the Disclosing with respect to the accuracy, appropriateness or completeness of Party's Confidential Information to anyone without the Disclosing Party's information provided to the other. The Parties agree that, unless and prior written consent. The Receiving Party shall not use, or permit others until a definitive written agreement with respect to any transaction to use, Confidential Information for any purpose other than pursuit and relating to disclosures under this Agreement is completed, neither Party evaluation of the Business Transaction. The Receiving Party shall protect shall be under any legal obligation of any kind whatsoever with respect such Confidential Information from disclosure to others, using the same to such a transaction by virtue of this Agreement or any written or oral degree of care used to protect its own confidential or proprietary expression with respect to such a transaction by any of its Personnel, information of like importance, but in any case using no less than a except, in the case of this Agreement, for the matters specifically agreed reasonable degree of care. The Receiving Party shall not reverse-engineer, decompile, or disassemble any hardware or software provided or disclosed to it and shall not remove, overprint or deface any 8. Return of Confidential Information. The Receiving Party promptly notice of copyright, trademark, logo, legend or other notice of ownership shall return or destroy the portions of all tangible material embodying from any originals or copies of Confidential Information it obtains from Confidential Information (in any form and including, without limitation, all the Disclosing Party. summaries, copies and excerpts of Confidential Information and all electronic media or records containing or derived from Confidential 3. Exceptions. The provisions of Section 2 shall not apply to any Information) upon the Disclosing Party's written request. At the information that (i) is or becomes publicly available without breach of this Disclosing Party's option, the Receiving Party shall provide written Agreement, provided that, the foregoing exception shall not apply to any certification of its compliance with this Section 8. PII; (ii) can be shown by documentation to have been known to the Receiving Party without confidentiality restrictions at the time of its 9. Independent Development. The Disclosing Party acknowledges receipt from the Disclosing Party; (iii) is rightfully received from a third that the Receiving Party may currently or in the future be developing party who did not acquire or disclose such information by a wrongful or information internally, or receiving information from other parties, that is tortious act, or in breach of a confidentiality restriction; (iv) is similar to the Confidential Information. Accordingly, nothing in this independently developed by the Receiving Party; or (v) is identified by Agreement shall be construed as a representation or agreement that the the Disclosing Party in writing as no longer proprietary or confidential. Receiving Party shall not develop, or have developed for it, products, concepts, systems or techniques that are similar to or compete with the 4. Receiving Party Personnel. The Receiving Party shall restrict the products, concepts, systems or techniques contemplated by or possession, knowledge, development and use of Confidential Information embodied in the Confidential Information, provided that the Receiving to its officers, directors, employees, agents, advisors, sources of financing, and contractors (collectively, "Personnel") who have a need to

Party does not violate its obligations under this Agreement in connection with such development.

10. Injunctive Relief. The Receiving Party acknowledges that Confidential Information is unique and valuable, and that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or be an inadequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. 11. Limited Relationship. This Agreement shall not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each Party shall act as an independent contractor and not as an employee or agent of the other Party for any purpose, and neither shall have the authority to bind the other.

12.Non-solicitation. Each Party agrees that it will not initiate, directly or indirectly, any contact with any employee or consultant of the other party, with the intent to recruit any employee or consultant away from, or induce any employee or consultant to leave the employ or consultancy of such party during the term of this Agreement and for a period of one (1) year thereafter, without the prior written consent of the other party. 13. Cumulative Obligations. Each Party's obligations hereunder are in addition to, and not exclusive of, any and all of its other obligations and duties to the other Party, whether express or implied, in fact or in law. 14. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the Parties.

15. Scope; Termination. This Agreement shall become effective as of the date first written below and shall automatically terminate at the end of one (1) year thereafter or upon the completion or termination of the Parties' evaluation or pursuit of the Business Transaction, whichever is earlier (the "Term" Either party may terminate the Agreement at any time during the Term on thirty (30) days prior written notice, unless another agreement between the parties provides differently. Except to the extent superseded by a subsequent agreement, the rights and obligations of the parties with respect to Confidential Information shall survive the termination or expiration of this Agreement for a period of three (3) years from the effective date of such termination or expiration; provided that, Company's obligations with respect to PII shall survive the termination or expiration of this Agreement indefinitely. 16. Attorneys Fees. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. 17. Non Waiver. Any failure by either Party to enforce the other Party's strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. 18. Governing Law; Etc. This Agreement shall be governed by internal laws of the State of California without regard to its choice of law provisions, and may be executed in counterpart copies and by facsimile. Both parties further consent to jurisdiction by the state and federal courts in Los Angeles, California. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested. If a provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and when necessary, the court is requested to reform any and all terms or conditions to give them such effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement, which shall be effective as of