MUTUAL NONDISCLOSURE AGREEMENT

	THIS AGREEMENT is made on _____November 22nd____, 2004 between Reverie Entertainment (the “Company”), and ___Ted Lockwood___________________________.

1.	Purpose.  The Company and Third Party wish to explore a business possibility pursuant to which each may disclose its Confidential Information to the other.
2.	Definition. “Confidential information” means any information, technical data or know-how, including, but not limited to, that which relates to research, product plans, writings, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how that (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is approved by the disclosing party, in writing, for release. Without limiting the generality of the foregoing, Confidential Information includes any reports or documents created by the receiving party that include, summarize or refer to the disclosing party’s Confidential Information disclosed hereunder.
3.	Nondisclosure of Confidential Information. The Company and Third Party agree not to use the Confidential Information disclosed to it by the other party for its own use, or for any purpose, except to carry out discussions concerning and the undertaking of any business relationship between the two, neither will disclose the Confidential Information of the other to third parties or to the receiving party’s employees except employees who are required to have the information in order to carry out the contemplated business. Each has had or will have employees to whom Confidential Information of the other is disclosed, or who will have access to Confidential Information of the other, sign a nondisclosure agreement in content substantially similar to this Agreement and will notify the other in writing of the names of each such employee upon request by the other party. Each agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other in writing of any misuse of misappropriation of Confidential Information of the other that may come to its attention.
4.	Return of Materials. Any materials or documents that have been furnished by one party to the other will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded.
5.	No License. Nothing in this Agreement is intended to grant any rights under any patent or copyright of either party, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties.
6.	Term. Either party may terminate the discussions contemplated by this Agreement at any time and without further obligation to the other party by providing written notice to the other party specifying the date of discontinuation (the “Termination Date”). The commitments of the parties under this Agreement shall survive any termination of discussions between the parties, and shall continue for a period of three (3) years following the Termination Date.
7.	Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information provided by the Company may not be assigned without the prior written consent of the Company. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
8.	Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas with respect to this Agreement shall be brought and heard in the Texas state courts located in Tarrant County, Texas. The parties to this Agreement each consent to the in personam jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimilie or by first class mail, and shall be deemed effectively given upon receipt.
9.	Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party’s business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

             “COMPANY”				              “THIRD PARTY”

____Reverie Entertainment, LLC_____	                   ______ ____________________

By: ______Micah R. Hymer		    	             By: _______ Ted Lockwood ______
 
Title:       CEO	      	                                                Title:       _____3D Artist_ 	______