EFTA00300064.pdf

CONFIDENTIALITY AGREEMENT This will confirm and constitute the agreement reached between Jeffrey Epstein, on behalf of himself and L.S.J., LLC ("Epstein"), and Jean Pierre Fancelli, on behalf of himself and Fancelli Paneling, Inc. ("Fancelli"), with respect to the communications, discussions, information and materials that may be exchanged by Epstein and Fancelli in front of their respective attorneys during the meeting to take place between them on Monday, December 3, 2012, at 11:00AM at the offices of Maitre Guyot's office, 223 boulevard Saint Germain, Paris (the "Meeting"). With respect to such communications, discussions, information and materials that may be exchanged during the Meeting, Epstein and Fancelli hereby agree as follows: 1. The Meeting is taking place at the request of Epstein and accepted by Fancelli. Each of Epstein and Fancelli recognizes that prior to the Meeting, no settlement agreement has been reached and that the contacts by phone they had between them were only for the purpose of arranging a meeting for engaging in discussions. Each of them expressly acknowledges that everything which was said during these contacts by phone is covered by this Agreement. 2. Epstein and Fancelli are participating in the Meeting for purposes of engaging in settlement discussions in connection with ongoing litigation taking place in the Superior Court of the United States Virgin Islands in the case of Jeffrey Epstein and L.S.J., LLC, as Plaintiffs, v. Fancelli Paneling, Inc., as Defendant, and J.P. Molyneux Studio, Ltd., as nominal Defendant, Case No. ST-10-CV-443 (the "Litigation"). 3. Epstein and Fancelli shall keep confidential all communications, discussions, information and materials exchanged by them in the presence of their respective attorneys during the Meeting and shall not disclose any such communications, discussions, information or materials to any person or entity other than their respective attorneys, employees and professional advisors who need to know the same in connection with performing services for them and who shall agree to abide by the confidentiality and non-disclosure provisions contained in this Agreement, and shall not disclose any such communications, discussions, information or materials in any papers served or filed in the Litigation or in any other litigation. 4. Each of Epstein and Fancelli acknowledges that, unless otherwise decided in the course of the Meeting and accepted in writing by both parties, (a) the only thing which can be mentioned in the Litigation, in any other litigation or mediation, is the fact that a confidential meeting has been held at the request of Epstein and in the presence of the parties' attorneys, and (b) none of the parties will be allowed to mention that discussions are currently taking place. 5. Notwithstanding anything to the contrary contained in paragraphs 1 through 4 of this Agreement, the provisions in this Agreement regarding confidentiality and restricting disclosure shall not apply to the subject matter of any communications or discussions, or to any information or materials, disclosed during the Meeting or the aforesaid phone contacts by one party hereto to another party hereto to the extent that such subject matter or information .or materials (a) were known by the receiving party prior to disclosure at the Meeting, (b) are acquired by the receiving party subsequent to the Meeting, or (c) were, are or become generally known or available other than as a result of disclosure by the receiving party. 6. This Agreement is governed by the laws of the United States Vi • Islands. EFTA00300064 2 Each of Epstein and Fancelli confirms his agreement to the above provisions by executing this Agreement in the space provided below. The Meeting is held in the presence of the parties' attorneys, Maitre Marie-Joseph Experton (avenue Louise 65, 1050 Brussels) for Epstein and Maitre Jean-Francois Guyot (223 boulevard Saint Germain, 75007 Paris) for Fancelli, both attorneys being registered with the Paris bar. Made in Paris, On 2 December, 2012, Made in Paris, On 3 December, 2012, 03 (At( u-tz. c___Jean Pierre ance EFTA00300065