1.0 DEFINITION OF RELATIONSHIP: M. Kilduff Consulting, Inc is a Contractor to the Client. The parties hereto are independent, neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable.

2.0 DESCRIPTION OF SERVICE: M. Kilduff Consulting will provide all necessary accounting support as outlined in Exhibit A – the Checklist. This shall happen by use of various QuickBooks Software as owned and installed by the Consultant on the Consultant’s Computers. The Client may connect into the Consultant’s Server, but for licensing purposes, the data is managed by the Consultant Party with the Consultant’s software.

3.0 PURPOSE: The Consultant Party may use the Confidential Information solely for the purpose of developing and maintaining a then perfected set of Financial Books and adding new activity on a set schedule as agreed to in Exhibit A.

4.0 DISCLOSURE: The Consultant Party shall not disclose the Confidential Information to any third party other than employees and contractors of the Consultant Party who have been authorized to have access to and knowledge of the Confidential Information solely for the purpose authorized above. The Consultant Party shall have entered into non-disclosure agreements with such employees and contractors having obligations of confidentiality as strict as those herein prior to disclosure such employees and contractors to assure against unauthorized use or disclosure.

5.0 EXCEPTIONS TO CONFIDENTIAL INFORMATION: The Consultant Party shall have no obligation with respect to information which (i) was Rightfully in possession of or known to the Consultant Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement;(iii) is rightfully obtained by the Consultant Party from a source other than the Disclosing Party without any obligation of confidentiality; (iv) is developed by or for the Consultant Party without use of the Confidential Information and such independent development can be shown by documentary evidence; (v) becomes available to the Consultant Party by wholly lawful inspection; and (vi) is transmitted by a party after receiving written notification from the other party that it does not desire to receive any further Confidential Information. Further, the Consultant Party may disclose Confidential Information pursuant to a valid order issued by a court or government Agency, provided that the Consultant Party provides the Disclosing Party: (a) prior written Notice of such obligation; and (b) the opportunity to oppose such disclosure or obtain a Protective order.

6.0 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION: Upon written demand by the Disclosing Party, the Consultant Party shall: (i) cease using the Confidential Information; (ii) return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within (30) days of receipt of demand: and (iii) upon request of the Disclosing Party, certify in writing that the Consultant Party has complied with the obligations set forth in this paragraph.

7.0 INDEPENDENT DEVELOPMENT AND RESIDUALS: The terms of confidentiality under this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the other party’s Confidential Information. The Disclosing Party acknowledges that the Consultant Party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information Accordingly, nothing in this Agreement will prohibit the Consultant Party from developing or having developed for it’s products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provide that the Consultant Party does not violate any of it’s obligations under this Agreement in connection with such development Further, subject to Section 8, the residuals resulting from access to or work with such Confidential Information shall not be subject to the confidentiality obligations contained In the Agreement. The term “residuals” means information in nontangible form, which May be retained by persons who have access to the Confidential Information, Including ideas, concepts, know-how or techniques contained therein. Neither party shall Have any obligation to limit or restrict the assignment as such persons or to pay royalties From any work resulting from use of residuals

8.0 NO LICENSES: Each party shall retain the right, title and interest to such party’s Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or thereafter may be obtained by such party is either granted or implied by the Disclosure of Confidential Information.

9.0 DISCLAIMER: CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITH ALL FAULTS. IN NO EVENT SHALLL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. None of the Confidential Information disclosed by the parties constitutes any Representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights, any right of privacy, or any rights of third persons.