Non-Disclosure Agreement Letter

CONFIDENTIALITY AGREEMENT

BETWEEN: MicroSourcing, Inc.

AND: SPi Global

35 Richmond, California, USA

Attention:

Mr. Alden Walter

Tel: 523-695-8963

RE: SPi Global

(the “Company”)

MicoSourcing, Inc. has requested for some information (the “Information”) that are related with the Company, which the Company considers as confidential and valuable. As part of the terms and condition of the Company requesting the said information, MicrSourcing, Inc. acknowledges that any oral or written information now and hereafter given to them that concerns the Company shall be considered confidential. In addition, the Company’s business and general operations could be affected if the acquired information would be leaked to third parties.

MicroSourcing, Inc. agrees that the acquired information:

Shall be kept confidential from the time it was acquired; therefore, the information shall never be leaked or disclosed to parties not mentioned in this non-disclosure agreement. In case the law requires the information to be disclosed, there shall be a prior approval from the Company.

Shall not be considered part of public knowledge making it not accessible to the public; hence, the need for a non-disclosure agreement.

It is therefore agreed and understood that in the event that the agreement is breached, the Company shall be given equitable relief. This is in addition to any other remedies that could be given.

Acceptance of this non-disclosure agreement by MicroSourcing, Inc and the Company, and the terms and conditions mentioned above shall be evidence by the countersigning of this agreement, and returning one of the copies to the parties involved.

Dated Richmond, California this 1^st of December, 2005.

SPi Global

_____________

Partner

MicroSourcing, Inc.

_____________

Mr. Alden Walter

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