Confidentiality Agreement

Non-Disclosure Agreement and Non-Compete

Agreement

1) This confidentiality and non-disclosure agreement is

entered into by Kinetoscope Media, Inc. of Des Plaines, IL
(hereinafter referred to as the “Disclosing Party”), and
_________________________ of _______, ________(hereinafter
referred to as “Receiving Party”) for the purpose of
preventing the unauthorized disclosure of confidential
information as defined below.

The Disclosing party represents and warrants that the below

listed web site concepts and web sites were created solely
by the Disclosing party for its sole use and benefit and
that the Disclosing party has the title and interest in and
to the authored work..

Websites related to:

Apartment Listing Service Sites similar to Rent.com

2) For purposes of this agreement, “Confidential

Information” shall include any and all information
including patents, copyrights, trademarks, trade dress,
trade secrets, web sites, their concepts, their structure,
software, ideas, technologies, discoveries, means or any
other material in which the business in which Disclosing
party is engaged in or intends to be engaged in. In the
event that confidential material is verbally communicated
or presented, the Disclosing party constitutes this as
formal confidential information regarded as both oral and
written confidential information.

3) Receiving party’s obligations under this agreement

shall not extend to information that is: (a) publicly known
at the time of disclosure under this agreement or
subsequently becomes publicly known through no fault of the
Receiving party; (b) discovered or created by the Receiving
party prior to the time of Disclosing party; or (c)
otherwise learned by the Receiving party through
legitimated means other than from the Disclosing party or
anyone connected with the Disclosing party.

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4) The Receiving party shall hold and maintain the
confidential information of the Disclosing party in
strictest confidence for the sole and exclusive benefit of
the Disclosing party. The Receiving party shall carefully
restrict access to any such confidential information to
persons bound by this agreement, only on a need-to-know
basis. The Receiving party shall not, without prior
written approval of the Disclosing party, use for the
Receiving party’s own benefit, publish, copyright, patent,
trademark, trade secrets or otherwise disclose to others,
or permit the use by others for their benefit or to the
detriment of the Disclosing party, any of the confidential
information learned with respect to the web sites
discussed.. The Receiving party shall return to Disclosing
party all records, notes, and other written, printed, or
tangible materials in their possession pertaining to the
confidential information, within five (5) days on the
written request of Disclosing party and/or resignation of
Receiving party regardless of professional or personal
decisions. Further, Receiving party will discontinue all
further use or disclosure thereof.

5) Receiving party shall take precautions reasonable to

maintain Disclosing party’s confidential propriety
intellectual property information, including obtaining non-
disclosure agreements from employees for periods and
subsequent to their employment relationship with Receiving
party, marking of documents to indicate their confidential
nature, safe-keeping storage of documents, and the like.
The Receiving party agrees not to use the information
learned and provided by Disclosing Party except for
evaluating its interest in entering in to a business
relationship with the Disclosing Party.

6) The Disclosing party owns and is in control of any and

all ideas, processes, trademarks, service marks,
inventions, designs, technologies, computer hardware or
software, original works of authorship, formulas, designs,
styles, discoveries, patents, copyrights, copyrightable
work products, marketing and business ideas, and all
improvements, know-how, data, rights, and claims related to
the foregoing that, whether or not patentable, which are
conceived, developed or created and which: (1) relate to
Disclosing party's current or contemplated business or
activities; (2) relate to Disclosing party's actual or
demonstrably anticipated research or development; (3)
result from any work performed by Receiving Party for

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Disclosing Party; (4) involve the use of Disclosing party's
equipment, supplies, facilities or trade secrets; (5)
result from or are suggested by any work done by Disclosing
party or at Disclosing party's request, or any projects
specifically assigned to Receiving party; or (6) result
from Receiving party’s access to any of Disclosing party's
memoranda, notes, records, drawings, software, web site
information, sketches, models, maps, customer lists,
research results, data, formulae, specifications,
inventions, processes, equipment or other materials
(collectively, “Disclosing party information and
materials”).

Disclosing party Ownership. All right, title and interest

in and to all Subject Ideas and Inventions, whether or not
registered or registrable, patented or patentable shall be
held and owned solely by Disclosing party, and where
applicable, all Subject Ideas and Inventions shall be
considered works made for hire. Receiving party shall mark
all Subject Ideas and Inventions with Disclosing party's
copyright or other proprietary notice as directed by
Disclosing party and shall take all actions deemed
necessary by Disclosing party to protect Disclosing party's
rights therein. In the event that the Subject Ideas and
Inventions shall be deemed not to constitute works made for
hire, or in the event that Receiving party should
otherwise, by operation of law, be deemed to retain any
rights (whether moral rights or otherwise) to any Subject
Ideas and Inventions, Receiving party hereby assigns and
otherwise transfers and agrees to assign and otherwise
transfer to Disclosing party, without further
consideration, Receiving party’s entire right, title and
interest in and to each and every such Subject Idea and
Invention. Receiving party hereby waives any so-called
“droit moral” rights, “moral rights of authors” and all
other similar rights Receiving party may have in any
Subject Ideas and Inventions, however denominated,
throughout the world.

7) For good consideration and as an inducement for

Disclosing party to employ the Receiving party, undersigned
Receiving party hereby agrees not to directly or indirectly
compete with the business of the Disclosing party and its
successors and assigns during a period of five years
following the date of this Agreement and notwithstanding
the cause or reason, but on the basis that the Receiving
party obtain proprietary information from the Disclosing

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party as to the web sites the Disclosing party intends to
launch and operate.

The term "not compete" as used herein shall mean that the
Receiving party shall not own, manage, operate, consult or
be employed in a business substantially similar to, or
competitive with, in any way to the present and anticipated
business of the Disclosing party as written and disclosed
above.

The Receiving party acknowledges that the Disclosing party

shall or may in reliance of this agreement provide
Receiving party access to trade secrets, customers and
other confidential data and good will. Disclosing party
agrees to retain said information as confidential and not
to use said information on his or her own behalf or
disclose same to any other third party for purposes of
competing with Disclosing party..

This non-compete clause shall be in full force and effect

for five years, commencing with the date of this agreement.

8) The confidentiality, non-disclosure and non-compete

provisions of this agreement shall survive the termination
of any relationship between the Disclosing party and the
Receiving party for a period of five years from the date
written herein.

9) Nothing contained in this agreement shall be deemed to

constitute either party a partner, agent, joint venture,
private capitol investor or employee of the other party for
any purpose. This agreement may not be amended except in
writing signed by both parties, and witnessed and signed by
an officer of the each Disclosing party or partnership. If
a court finds any provision of this agreement invalid,
illegal or unenforceable as applied to any circumstance,
the remainder of this agreement shall be interpreted so as
best to effect the intent of the parties. This agreement
shall be governed by and interpreted in accordance with the
laws of the State of Illinois.

10) Any controversy or claim arising out of or relating to

this agreement, or the breach of this agreement, shall be
settled by arbitration in accordance with the rules of the
American Arbitration Association and judgment upon the
award rendered by the arbitrator(s) may be entered in any
court having jurisdiction. This agreement constitutes
inclusion of companies and their past, present and/or

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future employees that work on related projects and become
associated and informed with Disclosing party information.
The prevailing party shall have the right to collect from
the other party its reasonable court costs and attorney’s
fees, incurred in enforcing this agreement, from prior
investigations. Any such arbitration hearing shall include
a written transcript of the proceedings and a written
explanation for any final determination. This agreement
expresses the complete understanding of the parties with
respect to the subject matter and supersedes all prior
proposals, verbal and written agreements, representations
and understandings. This agreement and each party’s
obligations shall be binding on the representatives and
successors. Each party has signed the agreement through
its authorized representative.

Receiving Party Disclosing Party

Representative Representative

______________________________ __VAL
SKLAROV_______________
Print Name President of
Kinetoscope Media, Inc.

______________________________
______________________________
Signature Date Signature
Date

_______________________________
_______________________________
Address

_______________________________
City State
Zip

_______________________________
Phone