The 360 IM Team Web Site (the "Site") is an online information service provided by 360 IM Team ("360 IM Team "), subject to your compliance with the terms and conditions set forth below. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. 360 IM Team MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Copyright, Licenses and Idea Submissions.

The entire contents of the Site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are 360 IM Team, its affiliates or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. You agree to grant to 360 IM Team a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to 360 IM Team by all means and in any media now known or hereafter developed. You also grant to 360 IM Team the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against 360 IM Team for any alleged or actual infringement or misappropriation of any proprietary right in your communications to 360 IM Team.

TRADEMARKS.

Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or servicemarks of 360 IM Team. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

2. Use of the Site.

You understand that, except for information, products or services clearly identified as being supplied by 360 IM Team, 360 IM Teamdoes not operate, control or endorse any information, products or services on the Internet in any way. Except for 360 IM Team- identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties, that are not affiliated with 360 IM Team a. You also understand that 360 IM Team cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. 360 IM Team PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND 360 IM Team SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. 360 IM Team DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. 360 IM Team HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

LIMITATION OF LIABILITY
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360 IM Team makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-360 IM Team web site, please understand that it is independent from 360 IM Team, and that 360 IM Team has no control over the content on that web site. In addition, a link to a 360 IM Team web site does not mean that 360 IM Team endorses or accepts any responsibility for the content, or the use, of such web site.

3. Indemnification.

You agree to indemnify, defend and hold harmless 360 IM Team, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

4. Third Party Rights.

The provisions of paragraphs 2 (Use of the Service), and 3 (Indemnification) are for the benefit of 360 IM Team and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

5.Term; Termination.

This Agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service), 3 (Indemnification), 4 (Third Party Rights) and 6 (Miscellaneous) shall survive any termination of this Agreement.

6.Miscellaneous.

This Agreement shall all be governed and construed in accordance with the laws of The United States of America applicable to agreements made and to be performed in The United States of America. You agree that any legal action or proceeding between 360 IM Team and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in The United States of America . Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. 360 IM Team's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. 360 IM Team may assign its rights and duties under this Agreement to any party at any time without notice to you.

Any rights not expressly granted herein are reserved.

Confidentiality and Non-Compete Agreement

This Confidentiality and Non-Compete Agreement (this “Agreement”) is made effective as of first contact between the hereinafter named parties, between

Account Holder and Date of login

(the “INDEPENDENT CONTRACTOR”)

and

Vitagon Diagnostics Inc, Geoffrey A Roberts CEO, 848 N Rainbow Blvd., Suite 1366, Las Vegas, Nevada 89107, USA (the “CLIENT”)

In this Agreement, the CLIENT who own certain assigned rights to and/or owns the PROPRIETARY INFORMATION (PROPRIETARY INFORMATION) and who is requesting non-disclosure and non-competition from the INDEPENDENT CONTRACTOR. The CLIENT is engaged in the business of developing and operating a web based local search marketing service for small business owners, referred to as “the network effect” or “360 degree marketing”, which uses search engines (such as Google, Yahoo, MSN, Bing) to rank a network of keyword centred web sites to gain traffic and/or referrals, which is licensed to small business owners. The INDEPENDENT CONTRACTOR is engaged in freelance web development and/or independent sales agent. PROPRIETARY INFORMATION will be made available to the INDEPENDENT CONTRACTOR for restricted use consistent with agreed upon projects; which information, documents, strategies and other communications remain the property of the CLIENT and shall not be disclosed to anyone not affirmatively affiliated with the CLIENT. The CLIENT has requested that the INDEPENDENT CONTRACTOR will protect the PROPRIETARY INFORMATION which may be disclosed between the CLIENT and the COMPANY in consideration for evaluating a potential business relationship between the CLIENT and the COMPANY. Therefore, the parties agree as follows:

1. CONFIDENTIAL INFORMATION. The term “PROPRIETARY INFORMATION” means any information or material which is proprietary to the CLIENT, whether or not owned or developed by the CLIENT, which is not generally known other than the CLIENT, and which the INDEPENDENT CONTRACTOR may obtain through any direct or indirect contact with the CLIENT.

a. PROPRIETARY INFORMATION includes without limitation: i. business records and plans ii. financial statements iii. customer lists and records iv. trade secrets v. technical information vi. products vii. copyrights and other intellectual property viii. legal documents ix. strategies x. related communications

To be considered PROPRIETARY INFORMATION, all such material must be marked “CONFIDENTIAL,” “COMPANY CONFIDENTIAL,” or “PROPRIETARY.” Conversations will be considered PROPRIETARY INFORMATION only if the CLIENT announces this before the conversation and follows up afterward with a draft of the conversation labelled, “PROPRIETARY CONVERSATION.”

2. PROTECTION OF CONFIDENTIAL INFORMATION. The INDEPENDENT CONTRACTOR understands and acknowledges that the PROPRIETARY INFORMATION has been developed or obtained by the CLIENT by the investment of significant time, effort and expense, and that the PROPRIETARY INFORMATION is a valuable, special and unique asset of the CLIENT which provides the CLIENT with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the PROPRIETARY INFORMATION, the INDEPENDENT CONTRACTOR agrees to hold in confidence and to not disclose the PROPRIETARY INFORMATION to any person or entity without the prior written consent of the CLIENT. In addition, the INDEPENDENT CONTRACTOR agrees that:

a. No Copying/Modifying. The INDEPENDENT CONTRACTOR will not copy or modify any PROPRIETARY INFORMATION without the prior written consent of the CLIENT.

b. Application to Employees or Subcontractors. Further, the INDEPENDENT CONTRACTOR shall not disclose any PROPRIETARY INFORMATION to any associates, members, employees, or subcontractors of the INDEPENDENT CONTRACTOR, except those employees or subcontractors who are required to have the PROPRIETARY INFORMATION in order to perform their duties in connection with the limited purposes of this Agreement. Each permitted employee, subcontractor, member or associate to whom PROPRIETARY INFORMATION is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the CLIENT.

c. Unauthorized Disclosure of Information. If it appears that the INDEPENDENT CONTRACTOR or the INDEPENDENT CONTRACTOR’s employees, subcontractors, members or associates has disclosed (or has threatened to disclose) PROPRIETARY INFORMATION in violation of this Agreement, the CLIENT shall be entitled to an injunction to restrain the INDEPENDENT CONTRACTOR from disclosing, in whole or in part, the PROPRIETARY INFORMATION. The CLIENT shall not be prohibited by this provision from pursuing other remedies, including claims for losses and damages, legal fees and court costs.

3. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the CLIENT, the INDEPENDENT CONTRACTOR shall return to the CLIENT all written materials containing the PROPRIETARY INFORMATION. The INDEPENDENT CONTRACTOR shall also deliver to the CLIENT written statements signed by the INDEPENDENT CONTRACTOR certifying that all materials have been returned within five (5) days of receipt of the request.

4. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the PROPRIETARY INFORMATION. This Agreement does not create any agency, partnership, or joint venture.

5. LIMITED LICENSE TO USE. The INDEPENDENT CONTRACTOR shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above, the INDEPENDENT CONTRACTOR acknowledges that, as between the CLIENT and the INDEPENDENT CONTRACTOR, the PROPRIETARY INFORMATION and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the CLIENT even if suggestions, comments, and/or ideas made by the INDEPENDENT CONTRACTOR are incorporated into the PROPRIETARY INFORMATION or related materials during the period of this Agreement.

6. ASSIGNMENT OF NEW INTELLECTUAL PROPERTY. The INDEPENDENT CONTRACTOR will retain ownership of generalize methodologies, processes, procedures, text, artwork, or other intellectual property developed by the INDEPENDENT CONTRACTOR and specifically marked as property of the INDEPENDENT CONTRACTOR. The CLIENT will retain ownership of intellectual property developed in conjunction with any business engagement between the CLIENT and the INDEPENDENT CONTRACTOR if specifically customized for the CLIENT.

7. NON-COMPETE COVENANT. For a period of two (2) year after written notice of withdrawal from association with the CLIENT, the INDEPENDENT CONTRACTOR will not directly or indirectly engage in any business that competes with the CLIENT in the specific area pertaining to development and operation of a website to provide a local search marketing similar to what 360 IM Team provided the CLIENT engages the INDEPENDENT CONTRACTOR in business. If the CLIENT chooses not to engage the INDEPENDENT CONTRACTOR in a business relationship after receipt of a proposal, the INDEPENDENT CONTRACTOR may engage in any business so long as any of the CLIENT’s PROPRIETARY INFORMATION is continued to be held in confidence.

8. REMEDY FOR NON-COMPLIANCE. If the CLIENT believes the INDEPENDENT CONTRACTOR is in default of this Agreement, the CLIENT will summarize the concern in a written COMPLAINT and submit to the INDEPENDENT CONTRACTOR. The INDEPENDENT CONTRACTOR has 15 days to submit a RESPONSE to the CLIENT from receipt of the COMPLAINT. If the INDEPENDENT CONTRACTOR does not receive the RESPONSE within 15 days or if the CLIENT deems the RESPONSE unsatisfactory, the CLIENT, at the CLIENT’s expense, may employ an independent arbitrator agreeable to both the CLIENT and the INDEPENDENT CONTRACTOR. Arbitration is binding to both parties. In the even that either party defaults to arbitration, legal remedies may be sought at the expense of the party bringing action.

9. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the Nevada. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect from the date of first contact between the CLIENT jointly and separately, and the INDEPENDENT CONTRACTOR even if that first contact predates the date of this Agreement.

The INDEPENDENT CONTRACTOR

Account Holder and Date of login

The CLIENT

Vitagon Diagnostics Inc.

Geoffrey A Roberts, CEO: