NON-DISCLOSURE AND CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT

THIS AGREEMENT is made on

BETWEEN

Mr. Jerry D. Barbacena Blk 49 Lot 112 PH R5 City Homes Resort Vill Subd Brgy Langkaan 2
Dasmariñas City Cavite of the 1st Part;

AND

Mark-Energy Revolution Corp. (MERC) #17 Nancy Reyes Apartment, #722 Maginhawa St. Purok 7,
Brgy. Bagong Buhay B1, City of San Jose del monte, Bulacan, 3023, Philippines of the 2nd Part

WHEREAS

A. Mr. Jerry D. Barbacena & MERC will disclose to each other certain commercially valuable,
proprietary and confidential business information that the parties agree to incorporate in
this Agreement for which the parties may evaluate a potential form of cooperation
(hereinafter called the “Projects”).

B. Mr. Jerry D. Barbacena & MERC each agrees to hold such proprietary and confidential
information which it received and will receive from the other party in the strictest
confidence.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained
and other good and valuable consideration, receipt of which each of the parties hereby
acknowledges, and Mr. Jerry D. Barbacena and MERC agree to be bound by the terms and
conditions set out overleaf.

For and on behalf of For and on behalf of

______________________________ _______________________________
Name: Name:
Title: Title:
1st party initials 2nd part Initials

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Terms and Conditions of Non-Disclosure and Confidentiality and Non-Circumvention Agreement

Non-Disclosure and Confidentiality

1. For the purpose of this Agreement “Confidential Information” is defined as any and all
written, oral or other tangible or intangible form of information, discoveries, ideas,
concepts, know-how (whether patentable or copyrightable or not), research, development,
designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow
charts, data computer programs, disks, diskettes, tapes, algorithms, software programs,
operations, devices, proprietary data, marketing plans or techniques, customer names,
technical, financial or business information whether or not label as "Confidential", trade
secret which include but is not restricted to any portion or phase of scientific or technical
information, design, process, procedure, formula or improvement which is not generally
available to the public and that gives the one who uses it an advantage over competitors
who do not know of or use the trade secret, all of which marked “Confidential” when
passed to the receiving party.

Confidential information shall mean all information or data (including all oral or visual
information or data recorded in writing or any other medium or other method) relating to
the business, products, or operation of either party, disclosed or obtained by one party
and, without prejudice to the generality of the foregoing definition. The term Confidential
Information shall include but not limited to (a) any information ascertainable by the
inspection of analysis of the samples, (b) any information relating to the party’s operation.

The Party receiving the Confidential Information is hereinafter called the “Recipient” and
the party disclosing the Confidential Information is hereinafter called the “Disclosing Party”.

2. Recipient agrees and undertakes to hold the Confidential Information received from the
Disclosing Party as absolutely secret and in the strictest confidence including those already
made known to Recipient prior to receipt thereof and shall not at any time disclose or use
or permit to be disclosed any of these Confidential Information for any purpose other than
for the Projects.

3. Recipient shall exercise the same degree of care in protecting the Confidential Information
of the Disclosing Party as it exercises with respect to its own confidential information, but
not less than reasonable care and shall not use any of the Confidential Information in any
way which may be harmful to or against the interest of the Disclosing Party.

4. Recipient may disclose the Confidential Information to its employees, officers, agents,
bankers, legal or financial advisers, associated companies (collectively called the
“Personnel”) on a need to-know basis and only to the extent necessary for each of them to
perform his duties strictly relating to the Projects.

5. Recipient undertakes to inform its Personnel who may have access to the Confidential
Information that such information should be kept in the strictest confidence and to procure
undertakings from the Personnel not to disclose any of the Confidential Information to any
third parties. In the event of any breach by any of the Personnel of any undertakings as to
non-disclosure, which they have given to Recipient, Recipient shall upon the request of the
Disclosing Party enforce that undertaking.

6. Recipient shall not make or have made any copy, record or duplication of any of the
Confidential Information disclosed or reduces to writing or in any medium if disclosed
orally except as is necessary for the Projects.

7. The foregoing obligations shall not apply, however, to any part of the Confidential
Information which:
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 a) was already in the public domain or which becomes so through no fault or act of
Recipient;
b) was disclosed to Recipient by a third party owing no duty of confidentiality towards
the Disclosing Party in respect thereof;
c) is explicitly approved for release by written authorization of the Disclosing Party;
d) was independently developed by the Recipient; or
e) is required to be disclosed by law or pursuant to a judicial order.

8. Subject to the provisions in Clause 7, Recipient’s obligations of confidentiality contained

9. Recipient shall at the request of the Disclosing Party promptly deliver or cause to be
delivered to the Disclosing Party:

(a) all papers, documents, tapes, photographic material, computer storage media, test
prints and other material of whatsoever kind containing the Confidential
Information or any specified part thereof supplied to it together with any copies or
extracts thereof or record in writing or otherwise of orally transmitted Confidential
Information which have been made (whether or not in breach of this Agreement);
and

(b) Any prototypes, model, samples and devices forming part of the Confidential
Information.

Provided, however, that to the extent that the Recipient is required to retain the
Confidential Information for compliance with legal and regulatory record-keeping
obligations, the Recipient may retain a copy of the Confidential Information subject to the
irrevocable undertaking of not using or disclosing the Confidential Information in contrary
to the terms of this Agreement.

10. All rights, title and interest in the Confidential Information remain in the Disclosing Party.
No license, whether express or implied in the Confidential Information is granted to
Recipient other than to use the Confidential Information in the manner and to the extent
authorized by this Agreement.

Non-Circumvention

11. The parties hereto and/or their Personnel shall not, in any manner solicit and/or accept any
business from sources that have been made available by and through the parties hereto,
nor in any manner access, contact solicit and/or conduct any transaction with such said
sources, without the expressed and specific permission of the disclosing party who made
such said sources available.

12. The Parties shall not in any way whatsoever circumvent each other and/or attempt such
circumvention of each other and/or any of the parties involved in any of the transactions
the Parties wish to enter and to the best of their abilities shall ensure that the original
transaction codes, data and proprietary information established are not altered.

13. Recipient shall not disclose any contact revealed by Disclosing Party to any third Parties,
and shall not enter into direct and/or indirect offers, negotiations and/or transaction with
such contacts revealed by the Disclosing Party who made the contact(s) available.

14. In the event of circumvention by any of the undersigned Parties, whether direct and/or
indirect, the circumvented Party shall be entitled to a monetary compensation equal to the
maximum goods and services it should realize from such a transaction.
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Miscellaneous

15. Each party understand and agree that monetary damages may not be a sufficient remedy
for any breach of the terms of this Agreement and that the Disclosing Party will be entitled
to specific performance or injunctive relief against any such breach. Recipient further
agrees to indemnify the Disclosing Party against all loss, damage, cost or expense which the
Disclosing Party suffers or incurs as a result of any breach by Recipient and/or the
Personnel of the undertakings and obligations contained in this Agreement.

16. The validity and interpretation of this Agreement is governed in all respects by the laws of
Philippines and the parties shall submit to the exclusive jurisdiction of the courts of
Philippines in the event of dispute.

17. Neither party shall assign, transfer, convey, license or otherwise dispose of, wholly or
partially, the rights and obligations under this Agreement except with the prior written
consent of the other party.

18. This Agreement embodies the entire understanding between the parties in relation to the
subject matter hereof and there are no promises, terms, conditions or obligations, oral or
written expressed or implied other than those contained herein. No amendment or
variation of this Agreement shall be effective unless it is in writing and signed by parties
hereto.

19. Any notice required to be given hereunder shall be sufficiently given if sent by facsimile or
registered post address to the principal or registered office of the party to be served. Any
such notice shall be deemed to have been received and given at the time when in the
ordinary course of transmission, it should have been delivered at the address to which it
was sent.

20. No failure or delay on the part of the parties hereto to exercise any right, power or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise by either of the party of any rights, power or remedy. The rights, powers and
remedies provided herein are cumulative and are not exclusive of any rights, powers or
remedies by law.

21. If any provisions of this Agreement shall be construed to be illegal or invalid, they shall not
affect the legality validity and enforceability of the other provisions of this Agreement. The
illegal or invalid provision shall be deleted from this Agreement and no longer incorporated
herein but all other provisions of this Agreement shall continue.

22. This Agreement shall be modified only by instrument in writing and signed by the duly
authorized representative of both parties.

23. This Agreement shall constitute the entire agreement between the parties and superseded
all previous communications. Representations, understanding and agreements, either oral,
written, between the parties or any of their officials or representatives with respect to the
subject matter thereof.

24. The terms and conditions of this Agreement and the parties’ performance hereunder shall
be governed by and in accordance with the laws of the Republic of the Philippines.

25. The venue of any and all the disputes arising in connection with this Agreement shall be
exclusively lodged in the proper courts of Bulacan only, to the exclusion of all other courts.

-- End --
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