CONFIDENTIAL Page 4 of 6 PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION hereby acknowledge that each of them may have access to confidential and proprietary information, which relates to the other party's business (the "Confidential Information"). Such information shall be identified as confidential at the time of disclosure. Each party agrees to preserve and protect the confidentiality of the Confidential Information and not to disclose or use any applicable Confidential Information without the prior written consent of the other party; provided, however, that any party hereto may disclose to any other party or use any information which is: (i) already publicly known; (ii) discovered or created independently of any involvement with such party; (iii) otherwise learned through legitimate means other than from such party; or (iv) independently created by the receiving party without reference to the other party's confidential information. Moreover, any party hereto may disclose any Confidential Information hereunder to such party's agents, attorneys and other representatives or any court or competent jurisdiction or any other party empowered hereunder as reasonably required to resolve any dispute between the parties hereto. Both parties agree all aspects of this contract are confidential and shall not be disclosed to any third party. BOTH THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT acknowledges and agrees that: (i) as between PACIFICAP ENTERTAINMENT on the one hand, and THE HENRY FILM AND ENTERTAINMENT CORPORATION and its Affiliates on the other, THE HENRY FILM AND ENTERTAINMENT CORPORATION owns all right, title and interest in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property and THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; (ii) nothing in this Agreement shall confer in PACIFICAP ENTERTAINMENT any license or right of ownership in THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; and (iii) PACIFICAP ENTERTAINMENT shall not now