NON-CIRCUMVENTION, NON-DISCLOSURE, CONFIDENTIALITY and FEE AGREEMENT

THIS AGREEMENT entered into on this ____ day of ____________, 20____, is for the Professional Association and arrangement of Non-Circumvention, Non-Disclosure, Confidentiality and Fee Agreement between Prudential Florida Realty and ___________________________ . References: Miramar Shopping Center. WHEREAS the Parties have certain contacts, opportunities, and relationships (hereinafter referred to as the INFORMATION, PROJECTS AND SOURCES) which the other Party may find useful and valuable to consummating certain financial or other business transactions with the client, including but not limited to specific Real Estate Information and Bulk Real Estate Information in the form of Tapes or Spreadsheets, NOW THEREFORE, for and in consideration of the mutual promises and agreements herein contained, it is agreed: CONFIDENTIALITY: Because of this AGREEMENT, the Parties involved in this transaction may obtain from each other information which constitutes confidential, proprietary business INFORMATION which may have been received from and which may include the names and telephone numbers of principals, investors, borrowers, lenders, agents, brokers, banks, lending corporations, individuals and/or trusts, or buyers and sellers hereinafter called CONTACTS. The Parties in this AGREEMENT acknowledge, accept and agree that the identities of the contacts will be recognized by the other Party as exclusive proprietary and valuable contacts of the introducing Party and will remain so for the duration of this agreement. This section and agreement will not apply to any investors, borrowers, lenders, agents, brokers, banks, lending corporations, individuals and/or trusts, or buyers and sellers hereinafter called contacts that in which both “Parties” has a prior relationship, contact, or information available to the general public. All Con dential Information is provided on an “as is” basis and both Parties agree to make no warranty, either express or otherwise, regarding its accuracy, completeness or performance. NON-CIRCUMVENTION AND REGISTRATION: The Parties agree to non-circumvention of each other and to keep confidential the names of any contacts introduced or revealed to the other party, and that their firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or participate in any transactions with any of the contacts without first entering a written agreement with the Party who provided such contact unless that Party gives prior written permission. Such confidentiality will include any names, addresses, telephone, telex, facsimile numbers, and/or other pertinent information disclosed or revealed to either Party. NON-DISCLOSURE: The Parties agree not to disclose, reveal or make use of any information during discussion or observation regarding methods, concepts, ideas, product/services, or proposed new products or services, nor to do business with any of the revealed contacts without the written consent of the introducing party or parties. TERM: Two years. This Agreement shall be valid for all transactions initiated during the period of two (2) years from the date of the signing of this Agreement. However, the Parties may extend the term at the end of the TWO- year term and on each subsequent anniversary of the Agreement such by an exchange of letters indicating hereto. INITIALS PAGE ONE: ________ ________ ________ ________ ________ Page 1 of 3

Edgewater Water-Front PropertyKeller Williams Realty/Karim Nasser.

Property address will be added afterthis document is signed.

FEE AGREEMENT: The Parties agree that, due to the many variables surrounding each PROJECT that may transpire as a result of this Agreement, the commission and/or fee structure between the Parties will vary. A separate Commission/Fee Agreement/Master Fee Agreement (MFA) will outline compensation for each Party on each PROJECT or RECURRING PROJECT. The specific type of agreement can be in the form of separate independent Intermediary Agreements or a Mutual Agreement between the Parties including but not limited to Letter of Interest or other documents describing the PROJECT. The decision for the type of agreement chosen shall be at the Parties’ sole discretion; however, the commission/fee agreement must be drafted and acknowledged prior to the closing, funding or Transfer of Title of all PROJECTS. Recurring transactions will fall under the same operational guidelines and Fee Agreements as agreed to in the initial transaction and documents and CONFIDENTIALITY NON CIRCUMVENTION is continual as stated hereto.

CHANGES TO AND REMEDIES UNDER THIS AGREEMENT: This Agreement cannot be terminated, altered or amended except pursuant to an instrument in writing signed by each Party hereto. The Parties hereto agree that any dispute that may arise from the Agreement shall be settled by Arbitration. In connections with any such Arbitration, the prevailing Party shall be entitled to recover all reasonable associated costs including Attorney’s fees.

AGREEMENT AND GOVERNING LAW: It is understood that this Agreement contains all of the rights, terms and interests of the Parties with respect to confidentiality and non-disclosure, and that all prior understanding and agreements with respect to confidentiality and non-disclosure are fully expressed herein. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the United States of America depending upon the circumstances requiring interpretations of applicable law. If any provision of this Agreement is found to be void by any court of competent jurisdiction, the balance of the provisions shall remain in full force and effect.

ENTIRE AGREEMENT: This AGREEMENT contains the entire understanding between the Parties and any waiver, amendment or modification to this AGREEMENT will be subject to the above conditions and must be attached hereto. Upon execution of this AGREEMENT by signature below, the Parties agree that any individual, firm company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this AGREEMENT, not to exceed a period of two (2) years from the date of the signing of this Agreement. A signed facsimile or E-mail transmission of this Non-Circumvention, Non-Disclosure and Confidentiality Agreement shall be considered an original and shall have the same effect as a signed hard copy original of the document, and shall constitute a legal and binding instrument. The undersigned Parties have read and understood the Agreement, knowingly and voluntarily agree to be bound by its terms and have executed this Agreement as of the date set forth above. By setting forth my hand below I warrant that I have complete authority to enter into this INITIALS PAGE TWO: ________ ________ ________ ________ ________ Page 2 of 3

SIGNATURES:

Buyer Signature: _______________________ Printed Name: Title: Company Name and Address: Date: ______________ Phone: Email:

----------------------------------------------------------------------------------- Signature: _______________________ Printed Name: __________________________ Title:____________ Company Name and Address: ________________________________________________________________ Date: ______________ Phone: _____________________ Email: ___________________________________

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Broker/Real Estate Agent Signature: