2.   Without Bavarian's prior written consent, you will not, directly or indirectly: (i) disclosed or reveal any Proprietary Information to any persons, firms, or entities except to a limited group of your directors, officers, employees, attorney's or professional advisors who are actively and directly participating in the evaluation of the Investment (collectively, your "Representatives"), each of whom shall be informed by you of the confidential nature of the Proprietary Information and provided with a copy of this letter and each of whom shall have agreed to be bound by this letter agreement; (ii) use the Proprietary Information in any way detrimental to Bavarian or for any purpose other than in connection with the Investment (including using or seeking any governmental registration or recordation of any rights in any of the trademarks, trade names, or service marks of Bavarian or any of its subsidiaries in the absence of a definitive written agreement);  (iii) except as may be required by law or judicial process, disclose to any person or entity either the fact that discussions or negotiations are taking place concerning the investment (including the existence and status thereof) or that Proprietary Information has been requested or made available to you; or (iv) take any action requiring disclosure of any of the Proprietary Information.

3.   In the event that you do not proceed with the Investment or upon written notice from Bavarian, you will deliver promptly to Bavarian, as indicated in the notice, all written or tangible material containing or reflecting any information contained in the Proprietary Information (whether prepared by us or otherwise), without retaining any copies,  summaries, analyses or extracts thereof, and all documents, memoranda, notes and other writing whatsoever prepared by you or your advisors based on the information contained in the Proprietary Information shall promptly be destroyed by an authorized officer supervising such destruction.

4.   Except as may be specifically provided hereafter in a definitive, written agreement providing for the Investment ("Transaction Agreement"), Bavarian shall not be deemed to make or have made any representation or warranty, express or implied, as to you and Bavarian shall not have any liability to you or any of your representatives resulting from the use of any Proprietary Information by you and your representatives.

5.    Without prejudice to any rights and remedies otherwise available to Bavarian, it shall be entitled to equitable relief by way of injunction if you breach any provision of this letter agreement. No failure or delay by Bavarian in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof of the exercise of any other right, power, or  privilege hereunder.

6.   You also understand and agree that no contract or agreement providing for an Investment in Bavarian shall be deemed to exist between you and Bavarian unless and until a Transaction Agreement has been executed and delivered, and you hereby waive, in advance, any claims (including, without limitations, breach of contract) in connection with a possible Investment in Bavarian unless and until a Transaction Agreement between Bavarian and you has been executed and delivered, Bavarian has no legal obligation of any kind whatsoever with respect to such Investment except, in the case of this letter agreement, for the matters specifically agreed to herein. For purposes of this letter, of intent, or any other preliminary written agreement, nor does it include an oral agreement, an executed letter of intent, or any other preliminary written agreement, nor does it include any oral or written acceptance of any offer or bid on your part.  

7.   You understand that Bavarian reserves the right to deal or not to deal with any persons or entities at any time, and to refuse or accept any and all offers, and to cease discussions with any prospective investor for any reason.

8.   You hereby irrevocably and unconditionally submit to the jurisdiction and venue of the Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida , for purpose of any suit, action or other proceeding arising out of, relating to or in connection with this letter agreement which is brought by or against Bavarian. You hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of, relating to or in connection with this letter agreement which is brought by or against Bavarian in the Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

9.   This letter agreement shall be binding upon your successors and assigns and shall inure to the benefit of, and be enforceable by, the successors and assigns of Bavarian.

10.   The provisions of this letter agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise enforceable, and the remaining provision shall remain enforceable to the fullest extent permitted by law.

11.   This is for the benefit of Bavarian and shall be constructed (both as to validity and performance) and enforced in accordance with, and governed by, the laws of the State of Florida applicable to agreements made and to be preformed wholly within such jurisdiction.

12.   This letter agreement may be waived, amended or modified only by an instrument in writing signed by the party against which such waiver, amendment or modification is sought to be enforced, and such written instrument shall set forth specifically the provisions of this letter agreement that are to be so waived, amended or modified.

13.   This letter agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.