Exhibit 10.3

                             Exhibit 2.4(a)(iv) (DF)

                            NONCOMPETITION AGREEMENT

      This  Non-competition  Agreement (this "Agreement") is made as of February
28, 2007, by and among Sibling  Theatricals,  Inc., a wholly owned subsidiary of
Sibling Entertainment Group, Inc., a New York corporation ("Buyer"), Dick Foster
Productions,  Inc.,  a Nevada  corporation  (the  "Company"),  and  Dick  Foster
residing at 2434 Greens Avenue, Henderson, NV 89014 ("Selling Stockholder").

                                    RECITALS

      Pursuant to the terms and conditions of a stock purchase and shareholders'
agreement  made as of February 28, 2007,  among the Selling  Stockholder,  Lynne
Foster, and Dick Foster Productions,  Inc. (the "Stock Purchase Agreement"), the
Buyer  concurrently  with the  execution  and  delivery  of this  Agreement,  is
purchasing from each of the Selling  Stockholder and Lynne Foster,  ten thousand
(10,000)  shares each of the Company for an aggregate  total of twenty  thousand
(20,000)  shares of the outstanding  shares (the "Shares") of common stock,  par
value $1.00 per share, of the Company.  Section 2.4(a)(iv) of the Stock Purchase
Agreement  requires,  that  this  non-competition   agreement  be  executed  and
delivered by each of the Selling  Stockholder  as a condition to the purchase of
the Shares by Buyer.

                                    AGREEMENT

      The parties, intending to be legally bound, agree as follows:

1. DEFINITIONS

      Capitalized  terms not expressly  defined in this Agreement shall have the
meanings ascribed to them in the Stock Purchase Agreement.

2. ACKNOWLEDGMENTS BY STOCKHOLDER

      Selling Stockholder acknowledges that (a) Selling Stockholder has occupied
a position of trust and confidence with the Acquired Companies prior to the date
hereof  and has  become  familiar  with  the  following,  any  and all of  which
constitute confidential information of the Acquired Companies, (collectively the
"Confidential  Information"):  (i) any  and all  trade  secrets  concerning  the
business and affairs of the Acquired Companies,  product  specifications,  data,
know-how, formulae,  compositions,  processes,  designs, sketches,  photographs,
graphs,  drawings,  samples,  inventions  and ideas,  past,  current and planned
research and  development,  current and planned  manufacturing  and distribution
methods  and  processes,   customer  lists,  current  and  anticipated  customer
requirements, price lists, market studies, business plans,

<PAGE>

computer software and programs (including object code and source code), computer
software and database technologies,  systems,  structures and architectures (and
related processes,  formulae,  compositions,  improvements,  devices,  know-how,
inventions,  discoveries,  concepts, ideas, designs, methods and information, of
the Acquired Companies and any other  information,  however  documented,  of the
Acquired  Companies  that  is a trade  secret;  (ii)  any  and  all  information
concerning the business and affairs of the Acquired  Companies  (which  includes
historical financial statements,  financial projections and budgets,  historical
and  projected  sales,  capital  spending  budgets  and  plans,  the  names  and
backgrounds of key personnel,  personnel  training and techniques and materials,
however  documented;  and  (iii)  any and  all  notes,  analysis,  compilations,
studies, summaries, and other material prepared by or for the Acquired Companies
containing  or based,  in whole or in part, on any  information  included in the
foregoing,  (b) the business of the Acquired Companies is national in scope, (c)
its products and services are marketed  throughout  the United  States;  (d) the
Acquired Companies compete with other businesses that are or could be located in
any part of the United States;  (e) Buyer has required that Selling  Stockholder
make  the  covenants  set  forth  in  Sections  3 and 4 of this  Agreement  as a
condition to the Buyer's  purchase of the Shares  owned by Selling  Stockholder;
(f) the  provisions  of Sections 3 and 4 of this  Agreement are  reasonable  and
necessary to protect and preserve the Acquired Companies' business,  and (g) the
Acquired Companies would be irreparably  damaged if Selling  Stockholder were to
breach the covenants set forth in Sections 3 and 4 of this Agreement.

3. CONFIDENTIAL INFORMATION

      Selling   Stockholder   acknowledges  and  agrees  that  all  Confidential
Information  known or obtained by Selling  Stockholder,  whether before or after
the date hereof, is the property of the Acquired Companies.  Therefore,  Selling
Stockholder agrees that Selling  Stockholder will not, at any time,  disclose to
any  unauthorized  Persons or use for his own  account or for the benefit of any
third party any Confidential  Information,  whether Selling Stockholder has such
information  in Selling  Stockholder's  memory or  embodied  in writing or other
physical form,  without Buyer's written  consent,  unless and to the extent that
the Confidential  Information is or becomes generally known to and available for
use by the public other than as a result of Selling  Stockholder's  fault or the
fault of any other  Person  bound by a duty of  confidentiality  to Buyer or the
Acquired  Companies.  Selling Stockholder agrees to deliver to Buyer at the time
of execution  of this  Agreement,  and at any other time Buyer may request,  all
documents,  memoranda,  notes, plans, records, reports, and other documentation,
models, components, devices, or computer software, whether embodied in a disk or
in  other  form  (and  all  copies  of all of the  foregoing),  relating  to the
businesses,  operations,  or affairs  of the  Acquired  Companies  and any other
Confidential Information that Selling Stockholder may then possess or have under
Selling Stockholder's control.

4. NONCOMPETITION

      As an inducement for Buyer to enter into the Stock Purchase  Agreement and
as


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<PAGE>

additional consideration for the consideration to be paid to Selling Stockholder
under the Stock Purchase Agreement, Selling Stockholder agrees that:

      (a) For such time as the Selling  Stockholder (i) shall be employed by the
Company or any parent corporation or subsidiary thereof,  (ii) owns, directly or
indirectly,  five (5%) or more of the Company's  issued and  outstanding  voting
securities,  and,  in any  event,  for no less than a period  of four  years and
ninety  (90)  days  after  the  closing  of the Stock  Purchase  Agreement  (the
"Restriction Period"):

                  (i) Selling  Stockholder  will not,  directly  or  indirectly,
engage or invest in, own, manage, operate,  finance,  control, or participate in
the ownership, management,  operation, or control of, be employed by, associated
with, or in any manner  connected with, lend Selling  Stockholder's  name or any
similar name to, lend  Selling  Stockholder's  credit to, or render  services or
advice to, any business whose products or activities compete in whole or in part
with the products or  activities of the Company in the state of Nevada or in any
other  jurisdiction  in which the Company has  provided  services  during the 24
month period immediately preceding this Agreement (the "Restricted  Territory");
provided, however, that Selling Stockholder may purchase or otherwise acquire up
to (but not more than) one percent of any class of securities of any  enterprise
(but without  otherwise  participating  in the activities of such enterprise) if
such  securities are listed on any national or regional  securities  exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934.
Selling  Stockholder agrees that this covenant is reasonable with respect to its
duration, geographical area, and scope.

                  (ii) Selling  Stockholder  will not,  directly or  indirectly,
either  for  himself  or any other  Person,  (A) induce or attempt to induce any
employee of an Acquired  Company to leave the employ of such  Acquired  Company,
(B) in any way interfere with the  relationship  between an Acquired Company and
any employee of such Acquired  Company,  (C) employ,  or otherwise  engage as an
employee,  independent  contractor,  or  otherwise,  any employee of an Acquired
Company, or (D) induce or attempt to induce any customer, supplier, licensee, or
business  relation of an  Acquired  Company to cease  doing  business  with such
Acquired  Company,  or in any way interfere  with the  relationship  between any
customer, supplier, licensee, or business relation of an Acquired Company.

                  (iii) Selling  Stockholder  will not,  directly or indirectly,
either for himself or any other Person, solicit the business of any Person known
to Selling  Stockholder to be a customer of an Acquired Company,  whether or not
Selling  Stockholder  had personal  contact  with such  Person,  with respect to
products or  activities  which  compete in whole or in part with the products or
activities of the Company;

      (b) In the event of a breach by Selling  Stockholder  of any  covenant set
forth in Subsection  4(a) of this  Agreement,  the term of such covenant will be
extended by the period of the duration of such breach;

      (c)  Selling  Stockholder  will  not,  at any time  during  or  after  the
Restrictive Period,


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<PAGE>

disparage  Buyer  or the  Acquired  Companies,  or any  of  their  shareholders,
directors, officers, employees, or agents; and

      (d) Selling  Stockholder will, during the Restrictive  Period,  within ten
days  after  accepting  any  employment,  advise  Buyer of the  identity  of any
employer of Selling  Stockholder.  Buyer or an Acquired Company may serve notice
upon each such employer that Selling  Stockholder is bound by this Agreement and
furnish each such  employer with a copy of this  Agreement or relevant  portions
thereof.

5. NO ADDITIONAL PAYMENT REQUIRED

      Selling  Stockholder  acknowledges  and  agrees  that the  payment  of the
Purchase Price  constitutes  sufficient and adequate  consideration  and that no
additional or independent consideration is necessary for the execution, delivery
and performance of this Agreement.

6. REMEDIES

      If Selling Stockholder breaches the covenants set forth in Sections 3 or 4
of this  Agreement,  Buyer and the  Acquired  Companies  will be entitled to the
following remedies:

      (a) Damages from Selling Stockholder;

      (b) To offset  against  any and all amounts  owing to Selling  Stockholder
under  the Stock  Purchase  Agreement  any and all  amounts  which  Buyer or the
Acquired Companies claim under Subsection 6(a) of this Agreement; and

      (c) In addition to its right to damages and any other  rights it may have,
to obtain  injunctive  or other  equitable  relief  to  restrain  any  breach or
threatened  breach or  otherwise  to  specifically  enforce  the  provisions  of
Sections 3 and 4 of this  Agreement,  it being agreed that money  damages  alone
would be inadequate to compensate the Buyer and the Acquired Companies and would
be an inadequate remedy for such breach.

      (d)  The  rights  and  remedies  of the  parties  to  this  Agreement  are
cumulative and not alternative.

7. SUCCESSORS AND ASSIGNS

      This  Agreement  will be binding upon Buyer,  the Acquired  Companies  and
Selling  Stockholder  and will inure to the  benefit  of Buyer and the  Acquired
Companies and their affiliates,  successors and assigns and Selling  Stockholder
and Selling Stockholder's assigns, heirs and legal representatives.


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<PAGE>

8. WAIVER

      The rights and remedies of the parties to this  Agreement  are  cumulative
and  not  alternative.  Neither  the  failure  nor any  delay  by any  party  in
exercising any right, power, or privilege under this Agreement will operate as a
waiver of such right, power, or privilege,  and no single or partial exercise of
any such right,  power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or
privilege.  To the maximum extent  permitted by applicable  law, (a) no claim or
right arising out of this Agreement can be discharged by one party,  in whole or
in part,  by a waiver or  renunciation  of the claim or right  unless in writing
signed by the other  party;  (b) no waiver  that may be given by a party will be
applicable  except in the specific  instance  for which it is given;  and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of such party or of the right of the party  giving such notice or demand to take
further action without notice or demand as provided in this Agreement.

9. GOVERNING LAW

      This Agreement will be governed by the laws of the State of Nevada without
regard to conflicts of laws principles.

10. JURISDICTION; SERVICE OF PROCESS

      Any action or proceeding  seeking to enforce any provision of, or based on
any right  arising  out of,  this  Agreement  may be brought  against any of the
parties  in the courts of the State of New York,  County of New York,  or, if it
has or can acquire  jurisdiction,  in the United States  District  Court for the
Southern  District  of New  York,  and  each  of  the  parties  consents  to the
jurisdiction  of such courts (and of the  appropriate  appellate  courts) in any
such  action or  proceeding  and waives  any  objection  to venue laid  therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

11. SEVERABILITY

      Whenever  possible  each  provision  and  term of this  Agreement  will be
interpreted  in a manner to be effective  and valid but if any provision or term
of this Agreement is held to be prohibited by or invalid, then such provision or
term will be ineffective  only to the extent of such  prohibition or invalidity,
without invalidating or affecting in any manner whatsoever the remainder of such
provision or term or the remaining provisions or terms of this Agreement. If any
of the  covenants  set  forth  in  Section  4 of this  Agreement  are held to be
unreasonable,  arbitrary,  or against  public  policy,  such  covenants  will be
considered  divisible with respect to


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<PAGE>

scope,  time, and geographic area, and in such lesser scope, time and geographic
area, will be effective, binding and enforceable against Selling Stockholder.

12. COUNTERPARTS

      This Agreement may be executed in one or more counterparts,  each of which
will be deemed to be an original copy of this  Agreement and all of which,  when
taken together, will be deemed to constitute one and the same agreement.

13. SECTION HEADINGS, CONSTRUCTION

      The headings of Sections in this  Agreement  are provided for  convenience
only and will not affect its construction or  interpretation.  All references to
"Section" or "Sections" refer to the  corresponding  Section or Sections of this
Agreement unless otherwise  specified.  All words used in this Agreement will be
construed to be of such gender or number as the  circumstances  require.  Unless
otherwise expressly provided,  the word "including" does not limit the preceding
words or terms.

14. NOTICES

      All  notices,  consents,  waivers,  and other  communications  under  this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt),  (b) sent by facsimile
(with  written  confirmation  of  receipt),  provided  that a copy is  mailed by
registered  mail,  return  receipt  requested,  or  (c)  when  received  by  the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

If to the Selling Stockholder, to:    Dick Foster
                                      c/o Dick Foster Productions, Inc.
                                      6260 Stevenson Way
                                      Las Vegas, NV 89120
                                      Fax No. :(702) 434-9784
                                      Email: dfoster@dfpmail.com

With a copy to:                       John Doechung Lee, Esq.
                                      3375 Pepper Lane, Suite 102
                                      Las Vegas, Nevada 89120
                                      Fax No.: (702) 898-9538


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<PAGE>

                                      E-mail: john@johndleelaw.com

If to the Buyer:                      Sibling Theatricals, Inc.,
                                      511 West 25th Street, 503
                                      New York, NY 10001

                                      Attention: James (Jay) Cardwell, COO
                                      Fax No.: 212-924-9183
                                      E-mail: Jay@SiblingEntertainment.biz

With a copy to:                       Anslow & Jaclin, LLP
                                      195 Route 9 South, Suite 204
                                      Manalapan, New Jersey 07726
                                      Attn: Richard I. Anslow, Esq.
                                      Fax No.: (732) 577-1188
                                      E-mail: ranslow@anslowlaw.com

15. ENTIRE AGREEMENT

      This Agreement, the Consulting Agreement, the Stock Purchase Agreement and
the documents  executed and delivered  pursuant  thereto  constitute  the entire
agreement  between  the  parties  with  respect  to the  subject  matter of this
Agreement and supersede all prior written and oral agreements and understandings
between Buyer and Selling Stockholder with respect to the subject matter of this
Agreement.  This  Agreement  may not be  amended  except by a written  agreement
executed by the party to be charged with the amendment.

                       ----- SIGNATURE PAGE FOLLOWS -----


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<PAGE>

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.

BUYER:

                                    SIBLING THEATRICALS, INC.


                                    By:   /s/ Mitchell Maxwell
                                       ----------------------------------
                                    Name:  Mitchell Maxwell
                                    Title: President

SELLING STOCKHOLDER:


                                       /s/ Dick Foster
                                    -------------------------------------
                                    Dick Foster, Individually

COMPANY:

                                    DICK FOSTER PRODUCTIONS, INC.


                                    By: /s/ Dick Foster
                                       ----------------------------------
                                    Name:  Dick Foster
                                    Title: President


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