NONDISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (Mutual) This Mutual Nondisclosure and Non-Circumvention Agreement (Agreement) is entered into as of the

th 13 of January, 2014 (Effective Date), by and between Aswin Suri of EXIT Realty of Daytona, a Florida corporation and and/or affiliated companies (each a Party, collectively Parties). The Parties both, each as a Disclosing Party and a Receiving Party, mutually agree th at the Disclosing Party has disclosed or may disclose Confidential Information to the Receiving Party specifically in consideration of a potential investment related to Commercial Investments (the Target) and, in consideration thereof, the Parties furthe r agree as follows: PRINCIPALS ONLY. BUYER REPRESENTATIVES ARE TO BE PAID FROM BUYERS. 1. Purpose The Parties wish to explore a potential investment in the Target (the Purpose). The Receiving Party desires to receive Confidential Information from the Disclosing Party for such Purpose. In connection with this disclosure, certain trade and business information obtained by the Disclosing Party may be provided to the Receiving Party. Confidential Information means any information, technical data, or know-how provided by the Disclosing Party, specifically for the Purpose, and including, but not limited to, research, products, formulae, software, services, development, inventions, derivations, processes, specifications, designs, drawings, diagrams, engineering, marketing, techniques, documentation, customer information, pricing information, procedures, data, concepts, financial, marketing, sales, manufacturing, operational, strategic planning, budgeting and other information disclosed by the Disclosing Party to the Receiving Party, as well as information and material generated by the Receiving Party that contains, reflects or is derived from Confidential Information of Disclosing Party. Confidential Information does not include information, techinical data or know-how which: (a) is in the Receiving Partys possession at the time of disclosure as shown by the Receiving Partys files and records immediately prior to the time of disclosure; (b) before or after it has been disclosed to the Receiving Party, becomes part of the public knowledge or literature, not as a result of any action or inaction of the Receiving Party; or (c) is approved for release by written authorization of the Disclosing Party. Marking The Receiving Party agrees that information disclosed by the Disclosing Party need not be marked confidential to be considered Confidential Information, but that any information specifically marked as Confidential or Proprietary will be treated as Confidential Information. Use Limitations and Non-Circumvention The Receiving Party agrees not to use the Confidential Information for its own use or for any purpose other than the Purpose. In addition, the Receviing Party will not interact with any entity introduced to the Receiving Party by the Disclosing Party specifically with respect to the Purpose without written approval from the Disclosing Party. Non-Disclosure Except as set forth in this Paragraph 5, the Receiving Party agrees not to disclose the Confidential Information to any third parties, except those third parties who have: (a) been identified in advance in writing to the Disclosing Party at least ten (10) business days prior to any disclosure of Confidential Information to each such third party; (b) need to know the Confidential Information expressly and solely in furtherance of the Purpose; and (c) signed a confidentiality agreement with the Receiving Party containing provisions similar to this Agreement before any disclosure of Confidential Information is made by the Receiving Party to such third party. The Receiving Party agrees that it shall protect the confidentiality of, and take all necessary steps to prevent disclosure of, the Confidential Information to

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prevent it from falling into the public domain or the possession of unauthorized persons. The Receiving Party agrees to advise the Disclosing Party promptly in writing of any misappropriation or misuse of the Confidential Information by any person of which the Receiving Party may become aware. The Receiving Party may disclose Confidential Information of the Disclosing Party as required by a binding final Court Order provided that the Disclosing Party shall be given sufficient advance notice of any such proceedings prior to any disclosure of Confidential Information in order to allow the Disclosing Party to seek a protective order or equivalent. 6. Return of Materials Any materials or documents (in any format including without limitation hard copy, electronic or otherwise) provided by the Disclosing Party which are furnished to the Receiving Party, and all copies thereof, will be owned by the Disclosing Party, and within a month of the earlier of (i) the Disclosing Partys request for return of same or (ii)the termination of the Purpose will, at the Receiving Partys option, either be (a) promptly returned to the Disclosing Party or (b) destroyed by the Receiving Party (with the Receiving Party providing confirmation of such destruction). 7. No License No license, express or implied, is granted to the Receiving Party under any patents, copyrights, mask-work rights or other propiertary rights by the disclosure of any information hereunder, nor is any warranty made as to such information. All Confidential Information is provided AS IS with no warranties and no representations of any kind. 8. Injunctive Relief The Receiving Party acknowledges that such Confidential Information has been developed or obtained by the Disclosing Party by the investment of significant time, effort and expense, and that such Confidential Information provides the Disclosing Party with a significant competitive advantage over its competitors. The Receiving Party understands and agrees that, because of the unique nature of the Confidential Information, the Disclosing Party will suffer immediate, irreparable harm in the event the Receiving Party fails to comply with any of the Receiving Partys obligations under this Agreement, that monetary damages will be inadequate to compensate the Disclosing Party for such breach and that the Disclosing Party shall have the right to enforce this Agreement by injunctive relief or other equitable remedies. 9. Attorneys Fees; Jurisdiction/Venue In the event of any litigation between the Parties, the prevailing Party shall be entitled to reasonable professional and attorneys fees and all costs of proceedings incurred in enforcing this Agreement. The Parties expressly stipulate that all litigation under this Agreement shall be brought only in the state courts in Volusia County, Florida. The Disclosing Party and the Receiving Party each agree that Daytona Beach is both the place of making and the place of performance of this Agreement and both Parties consent to jurisdiction and venue in Volusia County, Florida. 10. Term This Agreement shall become effective as of the date written above and shall apply to Confidential Information received by the Receiving Party prior to expiration or early termination of this Agreement (including any information received prior to the date of this Agreement). This Agreement may be terminated by mutual agreement of the Parties in writing or by either Party upon ten (10) days notice in writing to the other Party. This Agreement and the Receiving Partys duty to hold Confidential Infor mation in confidence expire one (1) year after disclosure of such Confidential Information. This Agreement pertains to Confidential Information disclosed between the Effective Date and twelve (12) months after the Effective Date. 11. General This Agreement sets forth the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. The formation, interpretation and performance of this Agreement shall be governed by the laws of Florida, excluding its conflict of law rules. This Agreement may be amended or modified only in writing _______ Disclosing Party _______ Receiving Party

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signed by an authorized representative of both the Receiving party and the Disclosing Party. This Agreement shall be binding upon the successors of both Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and as to their respective heirs, personal representatives, beneficiaries, successors and assigns. No provision of this Agreement may be changed, altered, modified or waived except in writing signed by all parties, which writing shall specifically reference this Agreement and the specific provision which the parties intend to waive or modify. Each party has had the opportunity to obtain independent legal advice by counsel of their selection in the negotiation of this Agreement. Each party has fully investigated the facts, fully understands the facts and has been fully informed as to their legal rights and obligations. Each party is signing the Agreement freely and voluntarily, fully intending to be bound by the agreement. This Agreement may be executed in counterparts, all of which shall together constitute one instrument. Reliance on Authority of Person Signing Agreement In the event that a Party is not a natural person, neither Party will (a) be required to determine the authority of the individual signing this Agreement to make any commitment or undertaking on behalf of such Entity or to determine any fact or circumstance bearing on the existence of the authority of such individual; or (b) be required to see the application or distribution of proceeds paid or credited to individuals signing this Agreement on behalf of such Entity. Date of this Agreement The date of this Agreement shall be the latest date on which all parties shall have accepted and executed this Agreement. Counterparts and Facsimile Signatures This Agreement may be executed in any number of counterparts, each of whom shall be considered an original, and such counterparts shall together constitute one and the same instrument. Any signed copy transmitted by telephone facsimile machine or telecopier shall be treated in all respects as an original document. The signature of any party thereon shall be considered for these purposes as an original signature, and the document transmitted shall be considered to have the same binding legal effect as an original signature on an original document. At the request of any party, any facsimile or telecopy document shall be re-executed by all parties in original form. No party to this agreement may raise the use of a facsimile machine or telecopier or the fact that any signature was transmitted through the use of a facsimile or telecopier machine as a defense to the enforcement of this agreement.

By signing below, each Party acknowledges that it has read, understands and agrees to the terms of this Agreement and has the authority to legally bind such Party to the terms and conditions of this Agreement. By: Name: Title: Email: Address: By: Name: Title: Email: Address:

Phone: Fax: _______ Disclosing Party _______ Receiving Party

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