NON-DISCLOSURE AGREEMENT

This Non-disclosure Agreement (this "Agreement") is made effective as

of ________ (the "Effective Date"), by and between Dwayne Thomas,
and or Assigns (the “Owner”), of MTI Commercial Construction,1772 W.
SUNSET AVE. SUITE C2, SPRINGDALE, ARKANSAS, and
________(the "Recipient"), of________,________. Information will be
disclosed to ________ to assist in the buying and/or selling of Dairy
Queen restaurants working with MTI Commercial Construction, and or
Assigns.

The Owner has requested and the Recipient agrees that the Recipient
will protect the confidential material and information which may be
disclosed between the Owner and the Recipient. Therefore, the parties
agree as follows:

I. CONFIDENTIAL INFORMATION. The term "Confidential Information"

means any information or material which is proprietary to the Owner,
whether or not owned or developed by the Owner, which is not
generally known other than by the Owner, and which the Recipient may
obtain through any direct or indirect contact with the Owner. Regardless
of whether specifically identified as confidential or proprietary,
Confidential Information shall include any information provided by the
Owner concerning the business, business contacts, technology and
information of the Owner and any third party with which the Owner
deals, including, without limitation, business records and plans, trade
secrets, technical data, product ideas, contracts, financial information,
pricing structure, discounts, computer programs and listings, source
code and/or object code, copyrights and intellectual property,
inventions, sales leads, strategic alliances, partners, and customer and
client lists. The nature of the information and the manner of disclosure
are such that a reasonable person would understand it to be
confidential.
A. "Confidential Information" does not include:
- matters of public knowledge that result from disclosure by the Owner;
- information received by the Recipient from a third party without a duty
of confidentiality;
- information independently developed by the Recipient;
- information disclosed by operation of law;
- information disclosed by the Recipient with the prior written consent of
the Owner; and any other information that both parties agree in writing
is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient

understands and acknowledges that the Confidential Information has
been developed or obtained by the Owner by the investment of
significant time, effort and expense, and that the Confidential
Information is a valuable, special and unique asset of the Owner which
provides the Owner with a significant competitive advantage, and needs
to be protected from improper disclosure. In consideration for

the receipt by the Recipient of the Confidential Information, the

Recipient agrees as follows:
A. No Disclosure. The Recipient will hold the Confidential Information in
confidence and will not disclose the Confidential Information to any
person or entity without the prior written consent of the Owner.
B. No Copying/Modifying. The Recipient will not copy or modify any
Confidential Information without the prior written consent of the Owner.
C. Unauthorized Use. The Recipient shall promptly advise the Owner if
the Recipient becomes aware of any possible unauthorized disclosure
or use of the Confidential Information.
D. Application to Employees. The Recipient shall not disclose any
Confidential Information to any employees of the Recipient, except
those employees who are required to have the Confidential Information
in order to perform their job duties in connection with the limited
purposes of this Agreement. Each permitted employee to whom
Confidential Information is disclosed shall sign a non-disclosure
agreement substantially the same as this Agreement at the request of
the Owner.

III. UNAUTHORIZED DISCLOSURE OF INFORMATION -

INJUNCTION. If it appears that the Recipient has disclosed (or has
threatened to disclose) Confidential Information in violation of this
Agreement, the Owner shall be entitled to an injunction to restrain the
Recipient from disclosing the Confidential Information in whole or in
part. The Owner shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.

IV. NON-CIRCUMVENTION. For a period of five (5) years after the end
of the term of this Agreement, the Recipient will not attempt to do
business with, or otherwise solicit any business contacts found or
otherwise referred by Owner to Recipient for the purpose of
circumventing, the result of which shall be to prevent the Owner from
realizing or recognizing a profit, fees, or otherwise, without the specific
written approval of the Owner. If such circumvention shall occur the
Owner shall be entitled to any commissions due pursuant to this
Agreement or relating to such transaction.

V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written

request of the Owner, the Recipient shall return to the Owner all written
materials containing the Confidential Information. The Recipient shall
also deliver to the Owner written statements signed by the Recipient
certifying that all materials have been returned within five (5) days of
receipt of the request.

VI. RELATIONSHIP OF PARTIES. Neither party has an obligation under

this Agreement to purchase any service or item from the other party, or
commercially offer any products using or incorporating the Confidential
Information. This Agreement does not create any agency, partnership,
or joint venture.

VII. NO WARRANTY. The Recipient acknowledges and agrees that the

Confidential Information is provided on an "AS IS" basis. THE OWNER
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT
TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT,
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR
USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The
Owner does not represent or warrant that any product or business plans
disclosed to the Recipient will be marketed or carried out as disclosed,
or at all. Any actions taken by the Recipient in response to the
disclosure of the Confidential Information shall be solely at the risk of
the Recipient.

VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any
intellectual property rights under this Agreement except the limited right
to use as set forth above. The Recipient acknowledges that, as between
the Owner and the Recipient, the Confidential Information and all
related copyrights and other intellectual property rights, are (and at all
times will be) the property of the Owner, even if suggestions, comments,
and/or ideas made by the Recipient are incorporated into the
Confidential Information or related materials during the period of this
Agreement.

IX. INDEMNITY. Each party agrees to defend, indemnify, and hold

harmless the other party and its officers, directors, agents, affiliates,
distributors, representatives, and employees from any and all third party
claims, demands, liabilities, costs and expenses, including reasonable
attorney's fees, costs and expenses resulting from the indemnifying
party's material breach of any duty, representation, or warranty under
this Agreement.

X. ATTORNEY'S FEES. In any legal action between the parties

concerning this Agreement, the prevailing party shall be entitled to
recover reasonable attorney's fees and costs.

XI. TERM. The obligations of this Agreement shall survive 3 years from
the Effective Date or until the Owner sends the Recipient written notice
releasing the Recipient from this Agreement. After that, the Recipient
must continue to protect the Confidential Information that was received
during the term of this Agreement from unauthorized use or disclosure
indefinitely.

XII. GENERAL PROVISIONS. This Agreement sets forth the entire

understanding of the parties regarding confidentiality. Any amendments
must be in writing and signed by both parties. This Agreement shall be
construed under the laws of the State of Arkansas. This Agreement
shall not be assignable by either party. Neither party may delegate its
duties under this Agreement without the prior written consent of the
other party. The confidentiality provisions of this Agreement shall remain
in full force and effect at all times in accordance with the term of this
Agreement. If any provision of this Agreement is held to be invalid,
illegal or unenforceable, the remaining portions of this Agreement shall
remain in full force and effect and construed so as to best effectuate the
original intent and purpose of this Agreement.

XIII. SIGNATORIES. This Agreement shall be executed by Dwayne

Thomas, on behalf of MTI Commercial Construction, and or Assigns and
________ and delivered in the manner prescribed by law as of the date
first written above.
OWNER:________, and or Assigns:
Dwayne Thomas. By:_______________________________

RECIPIENT:________ By:_______________________________