CONFIDENTIALITY AGREEMENT

For MUTUAL NON-DISCLOSURE

This Confidentiality Agreement (this “Agreement”) is entered into by and between
_____________________________________________________________________________,
and CitiGreen, Inc. (“CitiGreen”), a Delaware corporation with its principal place of business at
11661 Blocker Drive, Suite 150, Auburn, California, 95603, as of this ____ day of October, 2010
(the "Effective Date").

Whereas, ____________________________________________________________________
and CitiGreen (together, the “parties”) desire to enter into discussions with one another
concerning a potential relationship covering specific projects; and

Whereas, in the course of these discussions, it is contemplated that each of the parties may
furnish certain information to the other which is non-public, proprietary and confidential
(“Confidential Information”) for purposes of evaluation; and

Whereas, the parties desire to take all reasonable steps to safeguard and protect all such
Confidential Information from any unauthorized use or disclosure.

Now therefore, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the parties hereby agree as follows:

1. Confidential Information. As used herein, “Confidential Information" shall consist of all

information, whether in written, oral, electronic or other form, furnished on or after the date
hereof by one of the parties or its Representatives (the term “Representative” means any
director, officer, employee, agent, advisor or consultant of either of the parties or their
affiliates) to the other party or to its Representatives, and specifically includes but is not limited
to all business and financial information, marketing and strategic plans, customers, employees,
suppliers, analyses, reports, technologies, processes and operations, compilations, forecasts,
studies, lists, summaries, notes, data and all other documents and materials concerning the
company and its affiliates, including any and all portions thereof. The following information,
however, shall not be considered Confidential Information:

(a) Information already in the possession of, or already known to, the recipient party as
of the Effective Date, unless previously designated as Confidential Information;

(b) Information in the public domain at the time of disclosure, or which, after such
disclosure, enters into the public domain through no fault of the recipient party;

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 (c) Information lawfully furnished or disclosed to the recipient party by a non-party to

this Agreement without any obligation of confidentiality; or

(d) Information independently developed by either party without use of any

Confidential Information.

2. Ownership of Confidential Information. The party providing Confidential Information to the

other shall remain the sole owner of such information. Nothing contained in this Agreement
shall be construed as granting or conferring any license in patents, software or other
technology, either expressly or by implication to the other party, or to its Representatives or to
others.

3. Limits on Use and Disclosure of Confidential Information. Confidential Information received

by a party from the other party shall be used only for purposes of discussing and evaluating a
potential relationship between the parties and for no other reason. Each party shall take all
reasonable steps to safeguard and protect Confidential Information disclosed by the other party
from any theft, loss, unauthorized access, unauthorized use or disclosure and accord it the
same degree of confidential and proprietary treatment as it gives its own confidential and
proprietary information. Unless otherwise required by law, each party will disclose Confidential
Information furnished to it by the other party only to those of its Representatives on a need-to-
know basis and will notify such Representatives who are provided any of the other party’s
Confidential Information, or who are involved in such discussions or evaluation, or who may
otherwise have occasion to view, handle, or obtain any Confidential Information of the other
party, of the terms of this Agreement.

4. Return of Confidential Information. At any time upon written request of a party, each party
shall promptly return or destroy (as requested) all Confidential Information received from the
other party, including all copies thereof, written material, memoranda, electronic
communications, notes and other writings or recordings prepared by it or its Representatives
based upon the Confidential Information in possession of such party or any of its
Representatives.

5. Disclosure of Discussions. It is the intention of the parties to avoid any disclosure to any
person not a party to this Agreement of the fact that the discussions contemplated by this
Agreement are taking place, prior to mutual agreement on the form and timing of such
disclosure, if any. In the event of a premature disclosure, or in the event that one of the parties
becomes legally obligated to make such a disclosure, the parties agree to cooperate in
determining what steps should be taken.

6. Discussions with Others. Except as provided for herein and except with the prior consent of
the other party, there shall be no discussions, communications or contact of any kind by either

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party with the staff or employees of the other party, or its customers, dealers or suppliers, or
any other party other than in relation to matters which do not breach the terms of this
Agreement and which arise in the ordinary course of business.

7. Disclosure under Legal Process. In the event that a party or any of its Representatives is
requested or required pursuant to legal process to disclose any Confidential Information, it is
agreed that said party will provide the other party whose Confidential Information is affected
with prompt notice of such request or requirement so that such other party may, at its option
and its own expense, seek an appropriate protective order or other remedy to assure that
Confidential Information will be accorded confidential treatment.

8. Expiration of Obligations. All obligations of confidentiality and all restrictions on the use of
Confidential Information under this Agreement shall remain in effect for a period of five (5)
years following the Effective Date of this Agreement, and with respect to Confidential
Information that constitutes a trade secret under applicable laws, for as long as such
information remains a trade secret.

9. No Obligation. Each of the parties agrees that unless and until a subsequent agreement or
agreements between the parties with respect to a business relationship has/have been
executed and delivered, neither party will be under any legal obligation to the other of any kind
whatsoever with respect to such relationship, except for the matters specifically agreed to
herein. Each of the parties agrees to bear its own costs and expenses associated with the
furnishing and evaluation of Confidential Information and involving any negotiations concerning
a potential business relationship.

10. Equitable Relief. It is agreed that money damages would not be a sufficient remedy for any
breach of this Agreement and each party shall be entitled to seek specific performance and
injunctive or other equitable relief as a remedy for such breach. Such remedy shall not be
deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to
all other remedies available at law or equity.

11. Miscellaneous.

11.1 Successors and Assigns. The benefits of this Agreement shall inure to the respective
successors and assigns of the parties hereto and their Representatives, and the obligations and
liabilities assumed in this Agreement by the parties hereto shall be binding upon their
respective successors and assigns.

11.2 Consent or Waiver. No alteration, consent, waiver, amendment, change or supplement

hereto shall be binding or effective unless the same is set forth in a writing signed by each of
the parties.

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11.3. Entire Agreement. This Agreement embodies the entire agreement and understanding of
the parties and supersedes any and all prior agreements, arrangements and understandings
relating to the matters provided for herein.

11.4 Titles and Headings. Titles and headings used in this Agreement are for convenience only
and shall not be used to limit, expand or interpret the language used therein.

11.5 Severance. In the event a court of competent jurisdiction determines that that any term or
provision hereof is invalid or unenforceable, (i) the remaining terms and provision hereof shall
be unimpaired and shall remain in full force and effect, and (ii) the invalid or unenforceable
provision or term shall be replaced by a term or provision that is valid and enforceable and that
comes closest to expressing the intention of such invalid or unenforceable term or provision.

11.6 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, U.S.A. applicable to contracts executed in and performed in
that state. The parties hereby irrevocably submit to the jurisdiction of the United States Federal
District Courts residing in the State of California in the United States of America in respect of
the interpretation and enforcement of the provisions of this Agreement. The parties hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding for the
interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or
proceeding may not be brought or is not maintainable in said courts or that the venue thereof
may not be appropriate or that this Agreement may not be enforced in or by said courts. The
parties hereby consent to and grant said court’s jurisdiction over them and over the subject
matter of any dispute arising under this Agreement.

Agreed to by each of the parties through their duly authorized representatives as of the
Effective Date.

CitiGreen, Inc. ____________________________________

By: ________________________________ By: _________________________________

Name: Mark Frederick Name: _____________________________

Title: President, CEO Title: _______________________________

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