In consideration of renumeration received, or to be received, with or provision of services to Alan H. Jordan, author. (collectively, the “Author”) and for other good and valuable consideration, receipt of which is hereby acknowledged, you agree as follows:

1. Agreement Not to Disclose Confidential Information. In the course of your association with or provision of services to the Author, you have and will have acquired and have had access to confidential or proprietary information about the Author, including but not limited to, trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Author and its publishers, vendors and suppliers, the Author’s merchandising, marketing and/or creative policies, practices, concepts, strategies, and methods of operations, inventory, pricing and price change strategies, possible new product lines, future merchandise designs, patterns, fabrication or fit information, internal policies, pricing policies and procedures, cost estimates, employee lists, training manuals, financial or business projections, unannounced financial data such as sales, earnings or capital requirements, possible mergers, acquisitions or joint ventures and information about or received from vendors and other companies with which the Author does business. The foregoing shall be collectively referred to as “Confidential Information.” You are aware that the Confidential Information is not readily available to the public. You agree that during your association or provision of services and for a period of three (3) years thereafter, you will keep confidential and not disclose the Confidential Information to anyone or use it for your own benefit or for the benefit of others, except in performing your duties as our employee or agent. You agree that this restriction shall apply whether or not any such information is marked “confidential.”

All memoranda, disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the “material”) compiled by you or made available to you during your association (whether or not the material contains confidential information) are the property of the Author and shall be delivered to the Author on the termination of your association or at any other time upon request. Except in connection with your association, you agree that you will not make or retain copies or excerpts of the material.

2. Agreement Not to Engage in Unfair Competition. You agree that your position with the Author requires and will continue to require the performance of services which are special, unique, extraordinary and of an intellectual and/or artistic character and places you in a position of confidence and trust with the Author. You further acknowledge that the rendering of services to the Author necessarily requires the disclosure of confidential information and trade secrets of the Author. You agree that in the course of your association with or rendering of services to the Author, you will develop a personal acquaintanceship and relationship with the vendors and other business associates of the Author and knowledge of their affairs and requirements. Consequently, you agree that it is reasonable and necessary for the protection of the goodwill and business of the Author that you make the covenants contained herein. Accordingly, you agree that while you are in the Author’s employ and for the period of twelve months after the termination of your association, for any reason whatsoever (including “Good Reason,” as defined below), you shall not directly or indirectly, except on behalf of the Author:

(a) render services to or accept association, either directly as an employee or owner, or indirectly, as a paid or unpaid consultant or independent contractor with regard to any information on Schedule A hereto (as may be updated by the Author and communicated to you from time to time); or

(b) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or consultant to the Author, or persuade or attempt to persuade any employee of or consultant to the Author to leave the employ of the Author or to become employed as an employee or retained as a consultant by anyone other than the Author.

3. Termination Without Cause or For Good Reason. Should your association be (a) terminated by the Author without “Cause,” as defined below, or terminated by you for “Good Reason,” as defined below; and (b) the Author does not consent to waive any of the post-association restrictions contained in paragraph 2(a) above, and (c) you execute and deliver to Author a Separation Agreement and Release in a form acceptable to the Author, and you do not revoke the Separation Agreement and Release, the Author will pay you a severance payment equal to (i) a pro-rata portion of the bonus, if any, to which you would have otherwise been entitled as of the date of termination, to be paid, less all applicable deductions, according to the Author’s normal bonus payment schedule (bonuses are generally paid in mid-April after the end of the fiscal year provided you submit relevant supporting documentation to the Author evidencing such payments. employed by another entity as an employee, consultant or otherwise, and you agree to notify the Author of any such association. If you fail to so notify the Author, (a) you will

For purposes of this agreement, “Cause” shall mean gross incompetence; failure to comply with the Author’s policies including those contained in the Author’s Code of Ethics and Business Practices; indictment, conviction or admission of any crime involving dishonesty or moral turpitude; participation in any act of misconduct, insubordination or fraud against the Author; use of alcohol or drugs which interferes with your performance of your duties or compromises the integrity or reputation of the Author; and excessive absence from work other than as a result of disability.

4. Termination With Cause or Resignation of Association Without Good Reason. The Author shall pay you all funds due through the termination date. The restrictions contained in paragraph 2(a) above will remain in full force and effect unless waived by the Author.

5. Term. The term of this agreement shall be three (3) years, beginning on the date signed by you, as set forth below, and terminating on the third anniversary of such date. At the Author’s request upon or in advance of the termination of this agreement, you will enter into discussions to extend the terms of this agreement or negotiate in good faith an agreement of similar effect.

6. Arbitration. In the event of breach of the terms of the Agreement by any of the parties, recourse shall first be had to Alternative Dispute Resolution (Arbitration) in accordance with UNCITRAL MODEL LAW ON INTERNATIONAL COMMERCIAL ARBITRATION.

Each of the parties shall appoint one Arbitrator making it a total of two (2) Arbitrators, who shall conduct the Arbitration proceedings. Parties shall jointly agree on the venue for the Arbitration proceedings. An Arbitrator's professional fees shall be borne by the party who appointed him/her.

7. Injunctive Relief. You agree that any actual or threatened breach by you of the covenants set forth in paragraphs 1 and 2 of this agreement would result in irreparable harm to the Author for which monetary damages alone would be an insufficient remedy. Thus, although nothing in this paragraph will prohibit the Author from pursuing any remedies available to it against you under applicable law (which shall be cumulative with those remedies set forth herein), you specifically agree that, in the event of any threatened or actual breach of this agreement by you, the Author shall be entitled to a temporary restraining order and, thereafter, a preliminary and permanent injunction and other equitable relief including, without limitation, an equitable accounting of earnings, profits, and other benefits, from a court of competent jurisdiction, as well as reimbursement from you for any attorneys’ fees and other costs incurred by the Author in obtaining such relief. No specification in this agreement of any legal or equitable remedy shall be construed as a waiver or prohibition against pursuing any other legal or equitable remedies in the event of a threatened or actual breach of this agreement by you.

8. Severability. If any provision of this agreement, or any part thereof, is found to be invalid or unenforceable, the same shall not affect the remaining provisions, which shall be given full effect, without regard to the invalid portions. Moreover, if any one or more of the provisions contained in this agreement shall be held to be excessively broad as to duration, scope, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent with applicable law.

9. At-Will Association. This agreement is limited to the foregoing terms and shall not be construed to create any relationship between you and the Author other than at-will association for all purposes. This agreement supersedes all agreements concerning the subject matter hereof.

10. Governing Law. The terms of this agreement and all rights and obligations of the parties thereto including its enforcement shall be interpreted and governed by the laws of the state of Nevada.

SCHEDULE A TO NON-DISCLOSURE,

NON-SOLICITATION AND NON-COMPETITION AGREEMENT

Unless waived in writing by the Author, the post-termination restrictions on association contained in paragraph 2(a) above shall apply to any manuscripts that the author shares with you as well as any comments by editors and/or literary agents.