Mutual Non-Circumvention & Non-Disclosure Agreement

The undersigned parties, intending to be legally bound, hereby irrevocably agree not to circumvent, avoid, bypass, or abviate each other, direclty or indirectly, to avoid payment of fees, or to reveal the names or information of individuals revealed by either party to the other, in connection with any project, or currency exchange, or any loans or collateral, or funding, or any other transaction involving products, commodity, or services, or addition, renewals, extensions, rollover, amendment, new contract, renogotiaons, parallel contract/agreement or third party assignment hereof.

Nor shall any party disclose or otherwise reveal, to any third party, any confidential information provided by the others, particularly that concernign lenders, borrowers, sellers, buyers, agent’s names, addresses, telex, telephone, e-mail, fax numbers, or other means of access thereto, bank accounts, code or references and/or any such information, advised to the other as being confidential or privileged, without the specific written consent of the other party.

This Agreement shall be vaild for a period of two (2) Years with additional rollovers of two (2) Years unless mutually agreed to be cancelled by written notice through certified mail of the cancellation thereof at the end of the original term and any rollover period. If notice is not given within ten (10) days after the beginning of a new rollover period, it will be construed that the Agreement is in full force of effect for another period. With hundred eighty (180) days written notice, any roll-over period may be cancelled at any time during the period.

In the even of circumvention, either directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum services fee it should realize from such transactions, including all legal expenses in the recovery of funds. This Agreement shall be binding on the parties hereunder signed, their successors, heirs, and assigns. Buyer and/or Seller or their agent, and undersigned agree to notify the other party by facsimile, certified, or express mail prior to request for any contract and upon reaching of an agreement and/or contract of any kind. Facsimile copies are considered to be legal documents.

Parties to this Agreement:

Charles K Green, CEO ____________________________________
Bay Area Capital Funding Inc. ____________________________________
phone  650-631-1800  Phone: ______________________________
fax 650-631-1808 Fax: ________________________________

Accepted by:

____________________________________ ___________________________________

____________________________________ ____________________________________
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