MUTUAL NONDISCLOSURE AGREEMENT THIS AGREEMENT is made as of November 8, 2002 between Bacchetta Bicycles, Inc.

, a Florida Corporation (the Company) and Raymond Pittman.

1. Purpose. The Company and Raymond Pittman wish to explore a business possibility in connection with which each may disclose its Confidential Information to the other (the Relationship). 2. Definition of Confidential Information . Confidential Information means any information provided or prepared by either party (in either oral, written, or digital form provided to, or obtained by the other party (including any director, officer, employee, agent, or representative), including but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, data, knowhow, engineering, hardware configuration information, marketing or finances of the Disclosing Party. "Disclosing Party" is the party disclosing Confidential Information. "Receiving Party" is the party receiving Confidential Information. Confidential Information also includes information of a third party that the Disclosing Party is obligated to protect as confidential. Confidential Information does not include information, technical data or know-how which (i) is in the possession of the Receiving Party at the time of disclosure as shown by the Receiving Partys files and records prior to the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any improper inaction or action of the Receiving Party, (iii) is expressly approved by the Disclosing Party, in writing, for release, or (iv) comes into the possession of the Receiving Party from a third party that was not , to the Receiving Party's knowledge, subject to any confidentiality restriction, or (v) is independently developed by the Receiving Party without reference to the Disclosing Partys Confidential Information. 3. Non-Disclosure of Confidential Information . Each party hereby agrees not to use or disclose any Confidential Information provided to it by or obtained by it from the other party for any reason including its own use or for any purpose except to carry out discussions concerning, and the undertaking of, the Relationship. Except as set forth in this Agreement, neither party will, except as required by law or court order, disclose any Confidential Information of the other party to third parties or to employees, agents or professional advisors of the party receiving Confidential Information, except employees, agents or professional advisors who are required to have the information in order to carry out the discussions in connection with and regarding the undertaking of the Relationship. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or court or governmental order or process, provided Receiving Party gives Disclosing Party prompt written notice of such requirement to permit Disclosing Party to seek a protective order or other appropriate relief. Each party will have or has had employees to whom Confidential Information of the other party is disclosed or who have access to Confidential Information of the Disclosing Party sign a nondisclosure or similar agreement in content substantially similar to this Agreement. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, but in no circumstances less than reasonable care. Each party agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the Disclosing Party immediately after Receiving Party learns of such misuse or misappropriation. 4. Independent Development and Residuals. The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for its products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development. Further, either party shall be free to use for any purpose the Residuals resulting from access to or work with such Confidential Information, provided that such party shall maintain the confidentiality of the Confidential Information as provided herein. The term "Residuals" means information in non-tangible form, which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of Residuals. 5. Disclaimer. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITH ALL FAULTS. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. None of the Confidential Information disclosed by the parties constitutes any

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representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights; any right of privacy; or any rights of third persons.

6. Return of Materials. Any Confidential Information which has been furnished by one party to, or otherwise obtained by the Receiving Party in connection with the Relationship will be promptly returned by the Receiving Party, accompanied by all copies of such documentation, within ten (10) days after (i) the Relationship has been terminated or (ii) the written request of the Disclosing Party. 7. Patent or Copyright Infringement . Nothing in this Agreement is intended to or shall grant any rights under any patent, copyright, trademark, trade secret or other intellectual property right of either party, nor shall this Agreement grant either party any rights in or to the other partys Confidential Information, except the limited right to review such Confidential Information in connection with the proposed Relationship between the parties. Further, both parties agree not to reverse engineer, attempt to reverse engineer, decompile or disassemble any computer software programs or devices supplied by the other party. 8. Term . The foregoing commitments of each party shall survive any termination of the Relationship between the parties, and shall continue for a period terminating on the later to occur of (i) five (5) years following the date of this Agreement or (ii) with respect to any particular item of Confidential Information, three (3) years from the date on which such Confidential Information is disclosed under this Agreement. 9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that this Agreement may not be assigned or transferred, without the prior written consent of both parties. This Agreement may only be amended by a writing signed by authorized representatives of both parties and failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party. 10. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Florida and shall be binding upon the parties to this Agreement in the United States and worldwide. 11. Remedies. Each party agrees that its obligations provided in this Agreement are necessary and reasonable in order to protect the Disclosing Party and its business, and each party expressly agrees that monetary damages would be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of its covenants and agreements set forth in this Agreement. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Receiving Party, without the necessity of proving actual damages.
Bacchetta Bicycles, Inc. By: Name: Title: Raymond By: Name: Title:

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