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MUTUAL NON-DISCLOSURE/NON-COMPETITION AGREEMENT

separately a "Party," collectively, the "Parties".

1. Purpose. The Parties wish to explore a business relationship of mutual interest and, in connection with this relationship, each Party may disclose to another Party certain confidential technical and business ii; information which the disclosing Party desires the receiving Party to treat as confidential.
   

2. "Confidential Information" means any information disclosed by any Party to another Party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitatio1, trading strategies, documents, financial information, business plans, marketing strategies, etc.). Confidential Information will include, without limitation, all items whether delivered, or discussed, whether or not so designated upon disclosure. Information communicated orally shall also be considered Confidential Information. Confidential Information may also include information disclosed to a disclosing Pai by third parties.

3. Non-use and Non-disclosure. Each Party agrees not to use any Confidential Information of the other Party's for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties. Each Party agrees not to disclose any Confidential Information of the other Party's to third parties or to such Party's employees, except to those employees and attorneys of the receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Each Party shall direct its employees and attorneys to keep all Confidential Information confidential and shall be responsible for the unauthorized release or use of any Confidential Information received by it or by its employees or attorneys from any other Party.

4. Maintenance of Confidentiality. Each Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Parties. Without limiting he foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other Parties have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. No party shall make any copies of the Confidential Information of another Party unless the same are previously approved in writing by the disclosing Party. Each Party shall reproduce the other parties' proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
   

5. No Obligation. Nothing herein will obligate any Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
   

6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
   

7. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by a Party to another Party, and all copies thereof which are in the possession of the receiving Parties, will remain the property of the disclosing Party and must be promptly returned to the disclosing Party upon the disclosing Party's written request.

8. Non-Circumvention. The Receiving Party hereby agrees for its self, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding or subverting any existing agreements, compensation, project commencement and or completion, or payments of any kind, relating to the Project or Possible Transactions without the specific written approval of the Disclosing Party.

   
   

   The Non-Circumvention provisions of this Agreement are an essential and material part of the total agreement, by which the Receiving Party agrees it shall not use any advantages derivable from such Confidential Information, origination activities, development activities, or sales activities provided by a Party, unless the same is done pursuant to a new agreement executed by all signatories to this document. Since the Parties relationship began long before the date of this agreement, the Non-Circumvention provisions outlined herein apply retroactively to the time the Parties were first introduced.
   

9. No License. Nothing in this Agreement is intended to grant any rights to any Party under any patent, mask work right or copyright of the other Parties, nor will this Agreement grant any Party any rights in or to the Confidential Information of the other Party except as expressly set forth herein.
   

10. Term. The obligations of each receiving Party hereunder will survive until such time as all Confidential Information of the other Parties disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving Party.
    

11. Remedies. Each Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
    

12. Governing Law. This Agreement will be governed by the laws of the State of Florida, without reference to conflict of laws principles. The Parties hereby irrevocably consent to the jurisdiction of the state and federal courts located in Tampa, FL. and hereby irrevocably waive any claim they may have that any proceedings brought in such courts have been brought in an inconvenient forum. In addition to any other form of service of process authorized by law, service of process in any suit or proceeding hereunder shall be sufficient if mailed to each Party hereto at the address specified below such Party's signature, and such service shall constitute "personal service" for purposes of such suit or proceeding.

13. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT WHICH EACH OF THEM, RESPECTIVELY, MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

    
    

14. Miscellaneous. This Agreement will bind and inure to the benefit of the Parties hereto and their successors and assigns. This document contains the entire agreement between the Parties with respect to the subject matter hereof, and no Party will have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, such unenforceable provision shall not affect the otherprovisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by in writing signed by all Parties hereto.

IN WITNESS WHEREOF, each of the parties has caused this Non-disclosure/Non­ circumvention Agreement to be executed and delivered by its duly authorized officers as of the date first written above.

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