This Mutual Confidentiality Agreement (the “Agreement”) is made and known herein as FIRST PARTIES (“FP”)(YOU) and LEGACY GROUP FLORIDA, LLC, its affiliates, successors or assigns (“LG”).

A. LG and FP wish to discuss confidential information and matters described in Exhibit A attached hereto, described herein as the (“Potential Transaction”), and

B. In order to further the discussions, it will be necessary for certain information to be disclosed by the parties which each party deems to be proprietary and confidential (“Confidential Information”), and

C. Each party has agreed not to circumvent or intervene in the Potential Transaction or other business of each without the prior written agreement of the other,

Now, therefore, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Purpose of Agreement. LG and FP desire to discuss the Potential Transaction. The purpose of this Agreement is to discuss the nature of and exchange information about the Potential Transaction so that each party can consider and make decisions regarding the feasibility of and possible structure for a business relationship relating to the Potential Transaction. This Agreement creates an obligation on the part of each party to treat the Confidential Information it receives from the other in a confidential manner as provided for herein

2. Intent of Negotiations. LG and FP agree that the discussions contemplated by this Agreement are preliminary in nature and that neither party, therefore, shall have any obligation to the other if they are unable to reach a definitive and binding agreement, except as specifically provided herein. LG and FP each reserves the right, in its sole discretion, to terminate discussions at any time, and neither party shall have any claim against the other in the event either party elects to so terminate the discussions, except as may be set forth herein. LG and FP agree that no contract or agreement relating to the Potential Transaction shall be deemed to exist unless and until such a definitive and binding agreement has been executed by the parties and delivered to each. For purposes of this paragraph, the term “definitive and binding agreement” does not include an executed letter of intent or any other preliminary understanding or agreement, nor does it include any verbal discussions or offers and responses.

3. Confidential Information. LG and FP shall each keep all Confidential Information confidential as defined and required herein. For purposes of this Agreement, the following shall constitute Confidential Information: (i) any and all forms of information, knowledge or materials, other than publicly available information, knowledge or materials, with respect to the Potential Transaction, including but not limited to oral or written, or otherwise recorded, plans, drawings, models, photographic items, diagrams, reports, studies, memoranda, notes, correspondence or other statements or communications, contracts, agreements or financial projections; (ii) any information, knowledge or materials provided by a party to the other party that are labeled, either orally or in writing, as “confidential”; and (iii) any knowledge, information or materials derived from the Confidential Information or used in the creation of Confidential Information. Specifically excluded from Confidential Information is (i) information that is publicly available to third parties; (ii) information that was within the possession of one of the parties or its representatives prior to it being furnished to other parties pursuant to this Agreement and which has been immediately identified as such during the time frame of this Agreement; and (iii) information required by law to be disclosed.

4. Confidential Information Obligation. With respect to Confidential Information provided by any party under this Agreement, each receiving party shall (i) hold the Confidential Information in confidence; (ii) use the Confidential Information only for the purposes described in this Agreement; (iii) restrict redisclosure of the Confidential Information solely to those employees, consultants and others with a “need to know” for the purposes described herein and not disclose it to any other persons; and (iv) advise employees and consultants of their confidentiality obligation with respect to the Confidential Information and obtain their agreement to comply herewith before disclosing any information. The parties will not, and will direct its employees, consultants and others not to, disclose to any person the fact that the Confidential Information has been made available to it, that it has inspected any portion of the Confidential Information, or that any discussions are taking or may take place with respect to the Potential Transaction, without the prior written consent of the party providing such Confidential Information.

5. No License Rights. Nothing contained in this Agreement shall be construed as granted or conferring any rights by license or otherwise in any Confidential Information disclosed.

6. Non-Circumvention. Each party, for itself and its owners, agents, employees, advisors or affiliates, agrees for a period of one (1) year, commencing with the date hereof, not to reproduce, disclose, use or commercially exploit any of the Confidential Information, or deal directly or indirectly with any person or entity identified by another party hereto, or their owners, agents, employees, advisors or affiliates with respect the Potential Transaction or any other transaction introduced by or to another party. In the event of a breach hereof, the offending party shall be liable to the party offended to the full extent allowed by law.

7. Assignment. Neither this Agreement nor any of the rights or obligations of any party shall be assigned by any party without the prior written consent of all other parties.

8. Term and Termination. This Agreement shall become effective on the date written above and shall continue until terminated in writing by any party upon written notice to the other parties. The respective obligations to protect the confidentiality of the Confidential Information received and not engage in circumvention prior to such termination shall survive for a period of one (1) year after the termination of this Agreement.

9. Modification. This Agreement can only be modified in writing signed by all of the parties.

10. Governing Law. This Agreement is made in and shall be construed under the laws of the State of Florida and jurisdiction of any disputes shall lie in Orange County.

11. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous discussions, correspondence, understandings, representations and agreements, whether oral or written, between them with respect thereto.

12. Finder’s Fee; Brokerage Commissions. LG and FP each warrant and represent to the other that each such party has not dealt with any finder, consultant, salesman, broker or any other party claiming a fee or commission, broker in connection with the Potential Transaction, except such persons or entities as are their obligation to compensate.

13. Authority. The persons signing this Agreement warrant that they have full authority to do so and that their signature shall bind the parties for which they sign.

14. Legal Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable and other costs incurred in that action or proceeding, including those related to any appeals, in addition to any other relief to which it or they may be entitled. This provision shall survive termination of this Agreement.

15. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.