This Mutual Non-Disclosure Agreement ("Agreement") is made this 18th day of May, 2012, by and between YOUReality3D, LLC. ("YOUReality") and . YOUReality may be discussing or evaluating mutual business interests pertaining to YOUReality and/or its subsidiary companies and the possibility of pursuing those interests jointly (the "Purpose"). In these discussions, each party may disclose to the other certain confidential and proprietary information as defined herein (hereafter "Proprietary Information"). The parties, therefore, wish to clarify certain restrictions on the disclosure and use of Proprietary Information. Within this Agreement, each party from time to time receiving Proprietary Information is referred to as "Recipient" and the party from time to time disclosing Proprietary Information to the other party is referred to as "Discloser."

1. Proprietary Information.

For purposes of this Agreement, "Proprietary Information" shall include oral and/or written form, without limitation, any idea, proposal, plan, information, procedure, proprietary program or initiative, technical know-how, or method of operation (or proposed change thereto) of Discloser, and all other information and material that relates, refers or otherwise memorializes the plans, policies, finances, corporate developments, products, pricing, marketing strategies, sales, services, intra-corporate transactions, suppliers, prospects and customers, and any other similar confidential information and material, which is not generally made available to the public. Proprietary Information also shall include any information or materials designated as confidential by Discloser or to which Recipient would reasonably infer to be proprietary by the nature of the information or the circumstances of disclosure.

2. Non-Disclosure and Limitation of Use of Proprietary Information.

Recipient agrees that it will keep Proprietary Information confidential and will not disclose, transfer or in any way divulge Proprietary Information to any other person, firm or entity, or any employee or agent of Recipient who does not have a need to obtain access thereto in connection with Recipient's use of Proprietary Information for the purposes described above. Recipient shall and shall cause any other person acting on its behalf to: (a) hold Proprietary Information in confidence; (b) exercise the same degree of care in safeguarding Proprietary Information against any and all loss or other inadvertent disclosure as Recipient uses for its own confidential information of like importance, which in all cases shall be at least reasonable care; and (c) take all steps as are reasonably necessary to ensure and maintain the confidentiality of Proprietary Information. Proprietary Information provided by Discloser in tangible form shall be clearly marked by Discloser as "Confidential" or "Proprietary" or the substantial equivalent thereof.

3. Exceptions.

Discloser agrees that Recipient shall have no obligation with respect to any Proprietary Information that: (a) is already rightfully known to Recipient; or (b) is or becomes publicly known through no wrongful act of Recipient; or (c) is rightfully obtained by Recipient from a third party without similar restriction and without breach of this Agreement; or (d) is independently developed by Recipient without breach of this Agreement; or (e) is subject to disclosure pursuant to a subpoena, judicial, or governmental requirement, or order, provided that Recipient gives Discloser sufficient prior notice of such subpoena, requirement, or order, to permit Discloser a reasonable opportunity to object to such subpoena, requirement, or order and to allow Discloser an opportunity to seek a protective order or other appropriate remedy.

4. Ownership of Proprietary Information.

Discloser shall retain all right, title, and interest to Proprietary Information, such as written documentation, delivered pursuant to this Agreement and all copies thereof but not to any work product created from the Proprietary Information. Recipient shall not copy or reproduce, in whole or in part, any Proprietary Information without written authorization of Discloser, except as Recipient reasonably requires to accomplish the purposes stated above.

5. Intellectual Property Legends.

Recipient shall not remove any proprietary, copyright, trade secret or other legend from any form of Proprietary Information where applicable.

6. General Terms.

(a) No Warranties. DISCLOSER MAKES NO WARRANTIES REGARDING THE ACCURACY OF THE PROPRIETARY INFORMATION. Discloser accepts no responsibility for any expenses or losses incurred or action undertaken by Recipient as a result of the receipt of the proprietary information.

(b) No Obligations. Except for the obligations of use and confidentiality imposed herein, no obligation of any kind is assumed by or implied against either party by virtue of the parties' meetings or conversations with respect to Purpose stated above or with respect to any Proprietary Information exchanged. The parties expressly agree that any monies, expenses, or losses expended or incurred by either party in preparation for, or as a result of this Agreement or the parties' meetings and communications, are at that party's sole cost and expense.

(c) Term. The obligations of this Agreement with respect to Proprietary Information will continue so long as the parties are discussing, evaluating, or pursuing the Purpose and for two (2) years from this date forward for Proprietary Information of a business nature.

(d) No Assignment. Neither this Agreement nor any rights hereunder in whole or in part shall be assignable or otherwise transferable by any party.

(e) No Implied License. Except as expressly provided herein, Discloser grants no license by the disclosure of Proprietary Information.

(f) Governing Law; Severability. This Agreement shall be governed by the laws of the State of Georgia, exclusive of its conflicts of laws principles. In the event that any provision of this Agreement shall be deemed by a court of competent jurisdiction to be invalid and legally unenforceable, the same shall not affect, in any respect whatsoever, the validity and enforceability of the remainder of this Agreement. In the event that the provisions of any section of this Agreement shall be held to be invalid or unenforceable in any respect, such section shall nevertheless be construed and applied so as to be valid and enforceable to the maximum extent permitted by law or in equity.

(g) Entire Agreement. This Agreement expresses the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitments and understandings pertaining to the subject matter hereof. This Agreement shall not be modified or changed in any manner except in writing and signed by the duly authorized representatives of both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth below. This Agreement is effective upon the date of last signature below.

Please enter your first name and last name (Required)

I understand that by entering my full and correct name above, that this constitites an electronic signature that obligates me to abide by the terms of this agreement. (Required)

Please enter email address. (Required)

Please enter Phone Number