APPENDIX

CONFIDENTIAL DISCLOSURE AGREEMENT

This Agreement is entered into by and between the FYI Network, Inc., 5335 Wisconsin Avame, Suite 300, Washingmon, D.C. 20015-2003 ("FYT") and George A. Tejadilla, 310 St Mary's, Suite 2201, San Antonio, Texas 75205 ("Investor”).

WITNESSETH

WHEREAS, FYI is the owner of certain proprietary information related to programming and marketing ideas, products, and services, including strategy, pricing, potential customers, vendors, and consultants, addressess and telephone numbers (hereinafter referred to as the "Information") with all right, tide, and interest vested therein, and having the authority to disclose said Information;

WHEREAS, FYI desires to disclose to Investor the Information for Investor's evaluzzion of said Information for investment purposes,

WHEREAS, Investor desires to receive such information so that he can fully evaluate FYI in order to determine its investment potential;

NOW THEREFORE, in view of the 1 mal covenams herein and consideration flowing from each of the parties to the other, the parties hereto agree to the terms and conditions contained herein:

L. Investor agrees not to use for himself or others, or disclose to others, ar permit the use or disclosure of, any aspect of the Information, including but not limited to, details concerning the development of the Information without first receiving written authorization to do so from FYT;

Investor agrees not to disclose to any manthorized party the fact that FYI is marketing, or plans to marker, a service, programming, products, or concepts identified in or related in any way to the buformation;

3. Investor warrants and represents that any Information learned from FYI shall be used by Investor solely for the purpose of investment evaluation;

4. In order to avoid disclosure of Information to any other person, firm, corporation or association, Investor agrees that for a period of three (3) years from the date of said disclosure, he will treat such Information as confidential and with at least the same degree of care as Investor employs with respect to his own information which he does not wish to have published or disseminated. However, Investor shall have no obligatios in respect of such Information, which is:

Independendy developed by Investor without benefit of this disclosure or was

5.

b.

P

already known to Investor at the time of this disclosure;

Publicly known ar becomes publicly known by the actions of third parties,
Rightfully received by Investor from a third party on a non-confidential basis,
Rightfully received by Investor under an obligation of confidentiality from a third
party in accordance with the rights granted to Investor by such third party, or
Approved in writing by FYI for release by Company.

Investor shall be entitled, at his option, to subject the Information to such evaluation as in his judgement is warranted and to disclose such Information to employees of Investor. Such employees shall be required to hold said Information in the ame degree of confidentiality as Investor, who shall be responsible for any breach.

6.

No obligation of payment is assumed by, nor may be implied against Investor by this Confidential Disclosure Agreement, other than that of treating the Information as described above. ACCEPTANCE OF THE INFORMATION SHALL NOT GIVE INVESTOR THE RIGHT TO USE THE INFORMATION FOR OTHER THAN THE SPECIFIED PURPOSES.

to FYI all originals and all copies of the

All communications, notices, and exchanges of Information contemplated herein shall be sent to the parties at the respective addresses first above mentioned.

9. In the event that any one or more of the provisions contained in this Confidential Disclosure Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, ilegainy or menforceability shall not affect any other provision thereof and this Confidential Disclosure Agreement shall be construed as if such invalid, illegal, or menforceable had never been contained herein. Additionally, in lieu of such invalid, illegal, or unenforceable provision, there shall be deemed to be added ammomatically, as a part of this Confidential Disclosure Agreement, a provision as similar to such provision as shall be valid, legal, and enforceable.

IN WITNESS WHEREOF, the parties hereto have either executed this instrume themselves or have caused this instrument to be executed by their duly authorized representatives.

I Network

by: Bruce D. Goodman

Date:

George A. Tejadilla

Date: 010/42

I RECEIVED THE ENCLOSED FAX — ISH'T THIS INTERESTING ??

FOR YOUR INFO, I HAVE MADE CONTACT WITH A STRONG RUSSIAN GROUP WHO ARE CHECKING INTO THE RUSSIAN AMERICAN INTERNATIONAL LTD TO SEE IF KHATSENKOV IS USING IT ...

HOW DO YOU THINK WE SHOULD HANDLE THIS FAX ? DO ANYTHING ?

PLEASE GIVE ME A RING IN FLORIDA AT: 487/798–9496, TO
DISCUSS "FYI", AS I HAVE BEEN CONTINUALLY RUNNING INTO
FRIENDS OF MINE WHO ARE VITALLY INTERESTED IN INVESTING
BUT I AM AT A LOSS TO TELL THEN THE FACTS, BECAUSE I AM
COMPLETELY IN THE DARK WHAT OUR NEXT HOVE IS
PLEASE ENLIGHTEN ME, ONE WAY OR AMOTHER ..

RODS.,

MR. FIREMAN

... WILL YOU

I WOULD APPRECIATE YOUR NOT "KEEPING ME HANGING" ...

ENC - 1 PAGE

I have the pleasure to wish you end; your delightful
Christmas and a

happy New Year. I! niso wish your family prosperity

My affairs uru in a good state and þil take the normal course.....