CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality and Non-Disclosure Agreement (the Agreement) is made this 29th day

of November, 2010, by and between Simon Shin dba/aka SongTree Inc. (the Company) and Eric Argel (Recipient). WHEREAS the undersigned parties agree that it is desirable that the Company provide Recipient with certain information considered to be proprietary or confidential to the Company in conjunction with the evaluation of a potential transaction between the parties (the Transaction); and WHEREAS the parties desire to maintain the confidentiality of information provided by the Company to Recipient and to provide a procedure whereby all such proprietary or confidential information shall be protected from unauthorized use and disclosure; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows: 1. The term Information, as used in this Agreement, shall mean any and all information which the Company (which term shall include the Companys affiliates, members, managers, directors, officers, employees, agents, advisors, attorneys and accountants) may furnish, disclose or reveal to Recipient (which term shall include Recipients affiliates, members, managers, directors, officers, employees, agents, advisors, attorneys and accountants), whether such information is written, oral or graphic, and whether included in any analyses, compilations, studies, reports, or other documents or presentations generated which contain or reflect such information, including but not limited to, financial plans and records, marketing plans, business strategies and relationships with third parties, present and proposed products or services, trade secrets, information regarding clients, customers and suppliers, strategic planning and systems, and contractual terms. 2. Except to the extent set forth in a written consent to disclosure of Information, Recipient shall consider the Information confidential and proprietary, shall safeguard all Information received by it; shall use best efforts to protect from disclosure in any form whatsoever and keep confidential the Information, including without limitation, by protecting documents from theft, loss, destruction, unauthorized duplication and unauthorized discovery of contents; and shall limit access to the Information to its employees and agents who have a need-to-know in connection with the performance of their duties (and Recipient further agrees that it shall require any agent who has access to Information to agree to be bound by confidentiality restrictions no less stringent than this Agreement, and that the Company shall be liable for any breach of the terms of this Agreement by its employees or agents). Recipient agrees that the Information will be used solely for the purpose of evaluating the potential business transactions with the Company and for the performance of any definitive agreements between the parties entered into in connection with the transactions and for no other purpose whatsoever. 3. At the request of the Company or in the event the parties decide not to proceed with the Transaction, Recipient shall promptly deliver to the Company all originals, and any copies, of Information provided by the Company, and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, spread-sheets, memoranda, notes and other writings whatsoever prepared by Recipient based on Information provided by the Company shall be destroyed, and all computer files (whether on hard drive, floppy disk or other media) containing any

such documents, spread-sheets, memoranda, notes or other writings shall be permanently deleted or erased, and Recipient shall certify in writing to its compliance with this paragraph. 4. Notwithstanding anything to the contrary, Recipient shall not have any obligation to the Company to maintain the confidentiality or to prevent the disclosure of any Information which: a. was in the public domain prior to the date of this Agreement or subsequently came into the public domain by other than an unauthorized disclosure; b. was lawfully obtained by Recipient from a third party without any obligation to maintain the Information as proprietary or confidential; or c. was independently developed by Recipient without any use of or reference to such Information, provided such independent development can be documented by Recipient. 5. In the event that Recipient becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Information that it received from the Company, Recipient shall provide to the Company in writing prompt notice of any such requirement, which notice shall be given prior to disclosing any of the Information so that the Company may seek a protective order or other appropriate remedy. Failing the entry of a protective order or other remedy, if Recipient, in the opinion of Recipients counsel, is compelled to disclose Information, the parties agree that Recipient may disclose that portion of Information that, in the opinion of Recipients counsel, Recipient is compelled to disclose; provided that Recipient shall notify the Company not later than the time of such disclosure of the nature and extent of such disclosure, and shall exercise best efforts to obtain assurance that confidential treatment will be afforded such Information. In any event, Recipient shall not oppose action by, and will cooperate with, the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Information. 6. Recipient agrees that no failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof. 7. Nothing contained in this Agreement shall be construed as a grant by the Company of any right or license to Recipient, expressly, implied or otherwise, to use any of the Information. The Information shall remain the sole property of the Company. No license or conveyance of any patent, copyright, trade secret, trademark or other intellectual property right in the Information is granted to Recipient under this Agreement. Recipient shall maintain all copyright, confidentiality and other proprietary markings on the Information. Recipient shall not make any copies of the Information, except as may be strictly necessary to explore business opportunities with the Company or in the course of its relationship with the Company. Any copies made shall bear a clear stamp or legend indicating the confidential nature. Recipient shall not remove, overprint, alter or deface any notice of copyright, trademark, logo, or other notices of ownership from any originals or copies of the Information. 8. This Agreement constitutes the entire agreement of the parties with respect to any obligation which Recipient has to protect Information disclosed to it, and supersedes any prior or contemporaneous agreements and understandings in connection therewith. This Agreement may be amended, waived, revoked or terminated only by a written agreement signed by both parties which makes specific reference to this Agreement.

-2

9. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. 10. The parties recognize and acknowledge that because the Information will have significant competitive value and will be of a confidential nature, irreparable damage might result to the Company if its Information is improperly disclosed by Recipient. The parties agree that such harm will not have an adequate remedy at law and will not be compensable solely by monetary damages. Accordingly, the parties agree that legal remedies available at law or in equity to the Company, including injunctive relief without the requirement of a bond, shall be appropriate in the event of a breach by Recipient. 11. This Agreement shall be governed by the laws of the State of California.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal as of the date first written above. COMPANY: SongTree Inc. RECIPIENT: _____________________________

By: __________________________ Name: Simon Shin Title: CEO

By: __________________________ Name: Title:

-3