Non Disclosure Hi- Star

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: