THIS AGREEMENT dated this _____ day of ______________________________________________ 20_____

Legal Name: _________________________________________________________________________________

By and between ("Client") and SEEDS OF SUCCESS INT'L. A Nevada Company ("Consultant").

RECITALS:

WHEREAS, Consultant and Client acknowledges that the course of his or her consulting agreement, client has learned or will learn valuable business information not generally known within Client's industry ("Confidential Information") which must be exclusively available to Consultant to preserve the value of its business, including, but not limited to:

-Customer names and addresses, -Consultant's vendor's names and addresses -Customer contact names, -Consultant's contact names, -Customer discount rates, -Consultant's discount rates -Customer average ticket sizes and volumes -Account profit margins, -Consultant's average ticket sizes and -On line security systems and volumes -Security methods, -Account profit margins, -Credit approval policies, -Consultant's industry secrets Consultant's forms and agreements -Consultant's marketing plans,

WHEREAS, Consultant and client acknowledges that Consultant would suffer serious and irreparable harm if during the term of Client's consulting agreement and for a period of five (5) years after the termination thereof client were to enter into a business or method of operation similar to or in competition with that of Consultant.

WHEREAS the scope of Consultant's Business is of a national nature,

WHEREAS, Consultant wishes to consult or continue to consultant with Client,

WHEREAS, Client wishes to be consulted or continue to be consulted by Consultant.

NOW, THEREFORE, as a condition to Consulting or continued consulting and in consideration of the premises and of the mutual covenants hereinafter set forth, and other goods and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

01. Confidentiality

Client hereby covenants and agrees that during or after the term of his or her consulting agreement with Consultant, he or she shall not (a) disclose, directly or indirectly, any Confidential Information to anyone outside of the Consulting organization, or (b) use, directly or indirectly, any Confidential Information for the benefit of anyone other than Consultant.

02. Non-Competition Agreement:

Client hereby covenants and agrees that during the term of Client's consulting agreement with Consultant and for a period of five (5) years following the termination thereof, he or she shall not directly or indirectly, either as an individual or an employee, agent, officer, director, shareholder, partner or member of another entity, (a) engage in business of the type Consultant now or hereafter transacts anywhere in the United States where such activities would be in competition with Consultant or would adversely effect the business of Consultant, or solicit, service or otherwise do business with any customer of Consultant.

If such activities would be in competition with any aspect of the business of Consultant or (c) solicit Clients of Consultants to leave the organization of Consultant.

03. Miscellaneous

(a) It is agreed and acknowledged by the parties hereto that damages at law alone for breach of this agreement are inadequate and that Consultant shall be entitled to an injunction prohibiting such breach of threatened breach.

(b) The Recitals hereto are incorporated into and made a part of this agreement.

(c) The captions preceding the sections hereto shall be disregarded in the construction of this agreement.

(d) If any provision of this Agreement, or the application of such provision to any person or circumstances shall be invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall be affected thereby. If any court of competent jurisdiction shall at any time deem the time period set forth in section 2 hereof to be reasonably lengthy, or the territory set forth in section 2 hereof to be unreasonably extensive, the other provisions of section 2 hereof shall nevertheless stand, and the restrictive time period shall be deemed to be the longest period permissible by law, the restrictive territory shall be deemed to compromise the largest territory permissible by law under the circumstances.

(e) This agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Nevada

01. Confidentiality

Client hereby covenants and agrees that during or after the term of his or her consulting agreement with Consultant, he or she shall not (a) disclose, directly or indirectly, any Confidential Information to anyone outside of this Consulting organization, or (b) use, directly or indirectly, any Confidential Information for the benefit of anyone other than Consultant.

02. Non-Competition

Client hereby covenants and agrees that during the term of Client's Consulting agreement with Consultant and for a period of (3) years following the termination thereof, he or she shall not directly or indirectly, either as an individual or an employee, agent, officer, director, shareholder, partner or member of another entity, (a) engage in business of the type Consultant now or hereafter transacts anywhere in the United States where such activities would be in competition with Consultant or would adversely effect the business of Consultant, or solicit, service or otherwise do business with any customer of Consultant if such activities would be in competition with any aspect of the business of Consultant or (c) solicit Clients of Consultants to leave the organization of Consultant.

03. Miscellaneous

(a) It is agreed and acknowledged by the parties hereto that damages at law alone for breach of this agreement are inadequate and that Consultant shall be entitled to an injunction prohibiting such breach of threatened breach.

(b) The Recitals hereto are incorporated into and made a part of this agreement.

(c) The captions preceding the sections hereto shall be disregarded in the construction of this agreement.

(d) If any provision of this Agreement, or the application of such provision to any person or circumstances shall be invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall be affected thereby. If any court of competent jurisdiction shall at any time deem the time period set forth in section 2 hereof to be reasonably lengthy, or the territory set forth in section 2 hereof to be unreasonably extensive, the other provisions of section 2 hereof shall nevertheless stand, and the restrictive time period shall be deemed to be the longest period permissible by law, the restrictive territory shall be deemed to compromise the largest territory permissible by law under the circumstances.

(e) This agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California.

(f) The parties hereto agree that proper jurisdiction of any dispute regarding any subject matter of this Agreement shall be in the Circuit Courts of

IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and year first above written.

Client acknowledges that he or she has received a signed copy of this Agreement.

(f) The parties hereto agree that proper jurisdiction of any dispute regarding any subject matter of this Agreement shall be in the Circuit Courts of Nevada and that proper venue shall rest only in the County in which Consultant maintains its principal corporate office, to wit, the Judicial Circuit Court, Las Vegas, Nevada.

IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and year first above written.

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