NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT

THIS AGREEMENT is made by and between Hi star Realty, Inc. and the Purchaser as shown
on the electronic signature below (the "Recipient"). Disclosing Party and the Recipient are
hereinafter collectively referred to as the "Parties" or individually the "Party".

RECITALS

WHEREAS, the Parties are mutually desirous of discussing transacting various business dealings
in cooperation with one another for their mutual benefit involving anything provided to Recipient
through the Histar website or other marketing venues ("Potential Transaction"); and,

WHEREAS, certain oral and written information, including but not limited to evaluation material,
analysis, compilations and studies, will be provided by Disclosing Party to the Recipient; and

WHEREAS, the Parties acknowledge and agree that the aforementioned oral and written
information is a valuable asset of Disclosing Party and is of a confidential nature; and

WHEREAS, in discussing these prospective business dealings it is essential that the Parties
mandate specific provisions pertaining to confidentiality of Disclosing Party's business sources
and Proprietary Information.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is
acknowledged, including the recitals which are made a part hereof, the Parties agree to the
following:

1. The Recipient and its affiliates shall not directly or indirectly contact, deal with, or
transact business regarding in a matter that is materially similar to the Potential
Transaction with the Sources introduced by Disclosing Party to the Recipient for the term
hereof, in any manner or for any reason without the prior written consent and
authorization of Disclosing Party.

2. Neither shall the Recipient and its affiliates contact, deal with, or otherwise attempt to
transact business regarding any property or real property identified by Disclosing Party to
the Recipient for the term hereof, without the prior written consent and authorization of
Disclosing Party.

3. The Recipient shall maintain complete confidentiality and shall not disclose to any third
party, other than its Representatives or as may be required by law or regulatory authority,
any aspects of Disclosing Party's business, including the Sources; and identified property
and real property; and shall only disclose such Sources and property/real property to any
third party, pursuant to the prior written permission of Disclosing Party under this
Agreement.
4. In the event the Recipient or its Representatives desire to introduce or initiate a third party
to business opportunities offered by Disclosing Party, (and there has been compliance
with the provisions of Paragraphs 1 through 3 above pertaining to prior written consent),
this third party will be required, for the fulfillment of the contractual obligations one to
the other, to execute a similar Non-Disclosure Agreement with the original Parties hereto,
thereby making the third party a party to this Agreement, attendant with all of its
obligations, constraints and understandings by which the original Parties are bound.

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 5. All Proprietary Information, (as herein defined) (including lists of potential sellers,
purchasers, real estate brokers, mortgage brokers, investors, advisors, lenders, borrowers,
venture capitalists, equity partners/joint ventures, money sources, capital sources,
underwriters and any other contacts) as well as identification of projects, sites, property,
real property and locations relating to the Potential Transaction shall be deemed
confidential and proprietary of Disclosing Party. The Recipient and any Party receiving
such Proprietary Information shall not duplicate nor disclose such information without
the prior written consent of Disclosing Party except as permitted herein.

6. For the purposes of this Agreement, "Proprietary Information" shall consist of any and all
nonpublic, confidential, or proprietary information concerning anything provided to
Recipient through the Histar's website or other marketing venues hereunder: (i)
furnished by Disclosing Party to the Recipient during the term hereof in whatever form
(whether orally, in hard copy, magnetic recording or storage, graphic or written form,
electronic (email), computer file or any other medium whatever); and (ii) created with the
participation of the Recipient in the course of the Parties' business relationship related to
the Potential Transaction which incorporates any information covered under subsection
(i). Proprietary Information does not include information which (i) is already in the
Recipient or its Representatives' possession as of the date hereof, (ii) is or becomes
generally available to the public other than as a result of a disclosure by the Recipient or
its Representatives in breach of this Agreement, (iii) becomes available to the Recipient
or its Representatives on a non-confidential basis from a person other than the Source
identified in Exhibit A or its Representatives, provided that such person is not known to
the Recipient or its Representatives to be bound by a confidentiality agreement to the
Source, or (iv) is or was independently developed by the Recipient or its
Representatives.

7 For the purposes of this Agreement, "Representatives" means, as to any Party, such
party's affiliates and its and their respective directors, officers, financing sources,
representatives, employees, agents, consultants and advisors (including, without
limitation, financial advisors, real estate advisors, counsel and accountants).

8. This Agreement and all obligations hereunder shall terminate two years from the date
hereof or on the date of the execution of a definitive agreement regarding the Transaction,
whichever is earlier.

9 If the Recipient or its Representatives is requested or required by law or regulatory

authority (whether by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar process), to disclose any of the Proprietary Information,
the Recipient will, to the extent reasonably practicable and permitted by law, notify
Disclosing Party promptly, so that Disclosing Party may seek any protective order and/or
take any other action. In the event that such protective order is not obtained or the
Recipient or its Representatives are nonetheless required to disclose any Proprietary
Information, or Disclosing Party waives compliance with the provisions hereof, the
Recipient or its Representatives, as the case may be, i) may disclose only that portion of
Proprietary Information which is legally required to be disclosed and ii) use its reasonable
efforts to ensure that confidential treatment will be accorded such material.
10. If the Recipient violates this Agreement, it shall be liable to Disclosing Party for i)
damages, as may be awarded by law, and ii) specific performance and injunctive relief by
any court of competent jurisdiction. It shall not be necessary that Disclosing Party prove
an inadequate remedy at law or the unavailability of money damages as a pre-condition or
prerequisite to obtain injunctive or equitable relief. Such remedies shall not be deemed to
be the exclusive remedies for the breach of this Agreement, but shall be in addition to all
other remedies by law of in equity. In the event of litigation relating to or arising from
this Agreement, the prevailing party shall be entitled to recover from the non-prevailing
party all reasonable, reasonably documented attorneys' fees and costs relating to such
litigation. The Recipient shall be responsible for any breach of this Agreement by its
Representatives.

11. No failure or delay by Disclosing Party in exercising any of its rights, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any right, power or
privilege hereunder.

12. This Agreement shall be governed and construed according to the laws of the State of
Nevada without regard to conflict of law principles.

13. Upon the written request to the Recipient by Disclosing Party, who has furnished the
materials, sources and/or identification of property and real property to the Recipient, the
Recipient shall promptly destroy Proprietary Information in its possession, without
retaining any copy in paper, computer files and/or email format, provided, however, that
the Recipient and its Representatives may retain all electronic copies of Proprietary
Information on its and their electronic backup systems, provided that such copies are not
used or disclosed.

14. The Recipient and its Representatives acknowledge that although Disclosing Party, the
Party furnishing any evaluation material to the Recipient, has endeavored to include
information which Disclosing Party believes to be accurate, Disclosing Party i) makes no
representations or warranties as to the accuracy or completeness of the evaluation material
and ii) shall have no liability to the Recipient arising from its use of the Proprietary
Information.

15. If any portion of this Agreement is deemed to be held unenforceable or invalid for any
reason, it shall not affect the enforceability or validity of any other provision.
16. This Agreement embodies the entire understanding between the Parties and no variation,
modification or amendment to this Agreement shall be considered valid or effective
unless and until it is signed by the Parties. The Parties hereby acknowledge and agree that
the undersigned representatives of the Parties have the authority to enter into this
Agreement and, in doing so, bind said Parties.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date the

DISCLOSING PARTY RECIPIENT

Hi star Realty

By By

Name: Francois M Guerrier Name:

Title: Real Estate Broker Title: