NON-CIRCUMVENTION AGREEMENT

Gold Leaf Capital 
2701 Del Paso Road, Suite 130-144

Sacramento, CA 95835

                        800-478-4140 phone 916-928-8045 fax

This Agreement is made and entered into this ______day of __________, ________ by and between __________________________ whose address is _____________________, hereinafter referred to as "First Party", and __________________________, whose address is__________________________, hereinafter referred to as "Second Party".

Whereas, the First Party is providing services for valuable consideration for the Second Party; and

Whereas, part of those services may require that Second Party contact or receive information concerning others, hereinafter referred to as "Third Parties", originated and created by and through the efforts of First Party; and

Whereas, the First Party desires to create and originate those contacts and information with Third Parties for Second Party so long as Second Party does not deal directly with Third Parties to the detriment of the First Party; and

Whereas, the Second Party is willing to provide security to the First Party for that purpose.

Now, Therefore, in consideration of the covenants and conditions set forth herein, the parties agree as follows.

1.  The Second Party agrees that it shall not contact nor receive information on Third Parties without the knowledge or to the exclusion of First Party.

2.  Second Party shall not enter into business relations or contacts with Third Parties without the express consent of First Party and without providing for compensation acceptable to First Party.

3.  A facsimile of this document shall be deemed and considered as an original, binding and enforceable document.

4.  No Assignment.  Neither this Agreement nor any duties or obligations under this Agreement may be assigned.

5.  Entire Agreement.  This Agreement supersedes any and all agreements, either oral or written, between the Parties with respect to the Third Parties submitted to the Second Party.  Both Parties agree that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained herein shall be valid or binding.  Any modification of this Agreement will be effective only if it is in writing and signed by both Parties.

Dated as listed above.

____________________________

                                                                                    First Party

                                                                                    ____________________________

                                                                                    Second Party

\noncirc – Gold Leaf Capital