Please carefully read the following Waiver/Relase of Liability and Mutual Non-Disclosure Agreement. By completing the form and checking the box at the bottom, you acknowledge and agree to be legally bound by their terms.

WAIVER AND RELEASE OF LIABILITY

1. Release.The undersigned (“Releasor”) acknowledges that his/her attendance at or use of RASHA LTD and/or Jere Rivera Dugenio LTD’s (“JRD”) Facilities or technologies, including without limitation, participation in any program or activity and use of the equipment and facilities, could cause injury, which may result from or arise out of attendance at or use of JRD Facilities or activities. Releasor agrees on behalf of himself/herself and his/her heirs, executors, administrators, and assigns, to fully and forever waive, indemnify and hold harmless, release and discharge JRD, its affiliates and all of its respective officers, trustees, employees, volunteers, agents, landlords, successors and assigns (collectively “Releasees”), from any and all claims, damages, demands, rights of action or causes of action, present or future, known or unknown, anticipated or unanticipated, resulting from or arising out of attendance at or use of the JRD’s Facilities or activities. Further, Releasor hereby waives any and all such claims, damages, demands, rights of action or causes of action, for any injury, including, but not limited to personal, bodily, or mental injury, economic loss or any damage to releasor, releasor’s spouse, guest, unborn child or relative. In addition, Releasor hereby agrees to release and forever discharge the Releasees from any and all liability for any loss or theft, or damages to personal property. Releasor acknowledges that he/she has carefully read this Waiver and Release and fully understands that it is a waiver and release of any and all liability.

2. Knowing and Voluntary Execution. I HAVE CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTAND ITS CONTENTS.I AM AWARE THAT THIS IS A RELEASE OF LIABILITY AND A CONTRACT BETWEEN MYSELF AND JRD AND/OR AFFILIATED ORGANIZATIONS, SIGN IT OF MY OWN FREE WILL, AND VERIFY THIS STATEMENT BY COMPLETING THE FORM, INCLUDING SIGNATURE, AND CHECKING THE BOX BELOW.

MUTUAL NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement"), effective as of ("Effective Date"),is between JERE RIVERA DUGENIO LTD and/or RASHA LTD (Discloser) and Signee (Recipient), including their respective subsidiaries, affiliates, partners or owners, who are interested in sharing “Information” (Information). In connection with “Information”, the disclosing Party (“Discloser”) will provide the other Party (“Recipient”) with certain business and financial analyses and plans, budgets, financial statements, studies, projections, contracts, technology, customer/contact and other information related to Discloser and the Information (herein collectively referred to as the "Confidential Information"). Confidential Information includes not only written information but also information transferred orally, visually, electronically or by any other means. It is anticipated that in connection with Information, each Party may provide the other Party with Confidential Information and will therefore be the Discloser of its Confidential Information and the Recipient of the other Party’s Confidential Information. Only confidential information that is actually disclosed to the Recipient shall be deemed Confidential Information. The Parties hereby agree as follows:

1. The Confidential Information will be used by Recipient solely for the purpose of investigating and evaluating Discloser and the Information, and for no other purpose.

2. Recipient shall keep all Confidential Information secret and confidential and will not disclose it to anyone except Recipient's agents, employees, and directors (collectively, “Representatives”) who are involved in the investigation and evaluation of the Information, and who will be advised of this Agreement and will act in accordance herewith. In the event Recipient wishes to employ independent accountants, investment bankers, or other professionals for the sole purpose of assisting Discloser in the Information, Recipient may divulge the Confidential Information to such third parties provided that such third parties will then be defined as Representatives and before providing the Confidential Information, Recipient will require the Representatives to be bound by this Agreement or an agreement containing substantially similar provisions relating to confidentiality and non-circumvention. The Confidential Information will be characterized by the Parties as “Trade Secrets” under Federal Law, Nevada Law and the laws of other states where the Parties do business.

3. The actions or negligence of the Representatives or their agents who have apparent and/or actual authority will be deemed the actions of Recipient with respect to the Confidential Information, and any unauthorized use or disclosure of Confidential Information will constitute a material breach of this Agreement and may cause irreparable harm and loss to Discloser in addition to actual damages.

4. Confidential Information does not include any information that (i) is or becomes generally available to the public through no fault or action by Recipient, (ii) is or becomes available to Recipient on a non-confidential basis from a source, other than Discloser, which to Recipient’s knowledge is not prohibited from disclosing such portions to Recipient by a contractual, legal or fiduciary obligation to Discloser, (iii) is in Recipient’s possession or is otherwise known to Recipient prior to disclosure to Recipient by Discloser or (iv) is independently developed by Recipient to the extent that such document or information is not derived from any Confidential Information.

5. This Agreement shall apply to all Confidential Information given to Recipient under this Agreement through its participation in the negotiations during the term, which shall be the period commencing on the Effective Date and expiring sixty (60) months thereafter (the "Term"). The Parties may extend the term of the Agreement by mutual written agreement of the Parties. The duty to keep any Confidential Information disclosed under this Agreement confidential shall continue beyond the Term or earlier termination of this Agreement for a period of two (2) years from the date of receipt of such Confidential Information. At the completion of the Term of this Agreement or upon its earlier termination, except for copies of Confidential Information required to be retained by applicable law, regulation, Recipient’s document retention policies, or as otherwise provided in this Agreement, all Confidential Information given to Recipient, including any copies made thereof, will promptly be returned to Discloser or destroyed at Recipient’s discretion. If requested by Discloser, Recipient will sign an affidavit stating that Recipient has destroyed the Confidential Information. Any portion of the Confidential Information that may be found in analyses, compilations, studies, or other documents prepared by Recipient and not so returned, will be held by Recipient and kept subject to the terms of this Agreement or destroyed. Notwithstanding the foregoing, Recipient's auditors or legal counsel may retain one (1) copy of Confidential Information for the purpose of establishing what Confidential Information has been received from Discloser or for the purpose of complying with any orders, subpoenas or legal requirements.

6. All Confidential Information furnished to Recipient by Discloser is believed to be accurate and complete; however, no guarantee or warranty of accuracy or completeness is provided by Discloser. Discloser grants no license under any copyright, patent, trademark, trade secret or other intellectual property right by disclosure of Confidential Information.

7. This Agreement will not, however, prohibit disclosures (i) pursuant to the exercise of Recipient’s responsibilities under this Agreement, (ii) required by applicable law, applicable regulation, regulatory process or legal process or (iii) of matters which become public other than by a breach of this Agreement by Recipient or its Representatives.

8. In the event that Recipient or anyone to whom Recipient transmits the Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, Recipient will provide Discloser with prompt notice so Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that Discloser is unable to obtain such protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information which it is advised by an opinion of counsel is legally required and Recipient will exercise its reasonable best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

9. All Confidential Information will be maintained in a secure manner, whether at the location of Recipient’s place of business or on computers or portable digital devices utilized by its employees and/or agents.

10. Recipient understands and agrees that consequential money damages would not be a sufficient remedy for any breach of this Agreement by it, or its employees, directors or representatives, and that Discloser, its agents and representatives shall be entitled to seek specific performance and/or injunctive relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for any such breach of this Agreement but shall be in addition to all other remedies available at law or in equity. Recipient further agrees that no failure or delay by Discloser, its agents, or representatives in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

11. “Discloser” agrees and acknowledges that “Recipient” has valuable relationships with individuals and/or entities (each a “Recipient Client” and collectively the “Recipient Clients”) who may be interested in pursuing information and that, in connection therewith, Recipient may introduce to Discloser one or more Recipient Clients. Recipient will be the Discloser of those Recipient Clients and Recipient’s relationship with the Recipient Clients as well as the fact that such Recipient Clients are interested in pursuing information will be Confidential Information and Recipient agrees to not reveal such Confidential Information to its clients or anyone not directly involved in the Information. Disclosure agrees that it will not directly or indirectly contact or attempt to contact the Recipient Clients and shall be liable to Recipient for damages in connection with any investments, including but not limited to any information contemplated during the Term, it or any of its affiliates or subsidiaries completes with such Recipient Clients, without Recipient’s written consent, during the Term of this Agreement and for a period of two (2) years thereafter.

12. This Agreement shall benefit and be binding upon the parties hereto and their respective subsidiaries, affiliates, successors and assigns.

13. Nothing in this Agreement shall impose any obligation upon either Party to consummate any Transaction or to restrict any discussion or negotiations with any other party uninvolved in a Transaction. Neither party shall disclose to any third party that it has received Confidential Information or that discussions are taking place in connection with the information.

14. The provisions of this Agreement shall be deemed severable and if any provision of this Agreement shall be held unenforceable, then such provisions shall be stricken from the Agreement and the remainder of the Agreement shall remain in full force and effect.

15. The prevailing Party in any action or undertaking to enforce or interpret the terms of this Agreement shall be entitled to be reimbursed for reasonable attorneys’ fees, out of pocket costs and other reasonable costs incurred, whether or not the suit is prosecuted to judgment. The Parties agree that the jurisdiction for any dispute shall be the appropriate state or federal court in the state of Nevada with Nevada law applying in all matters.

16. Each Party understands and agrees that no failure or delay by the other Party 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 or the exercise of any right, power or privilege hereunder.

17. This is the sole agreement between the Parties about its subject. It incorporates and supersedes all written and oral communications about its subject. It may only be changed or supplemented by a written amendment signed by authorized representatives of the Parties.

18. Terms and conditions herein shall apply to any subsequent meetings or any communications between the Parties hereto relating to the subject matter of this Agreement unless this Agreement is modified in writing and such writing is signed by authorized signatories.

19. This Agreement may be executed in multiple counterparts, each of which will constitute an original but all of which will constitute one and the same document. Telecopy signatures shall be deemed valid and binding to the same extent as the original.

20. The Parties each represent that the person executing this Agreement on behalf of such party has been and is duly authorized to execute this Agreement.

21. All notices and other communications hereunder shall be in writing and delivered in person or sent by telecopy (with confirmation of receipt), nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to the Party at the address set forth below such Party’s signature to this Agreement or such other address as such Party may specify after the date hereof.

22. Each of the Parties has had the opportunity to consult with counsel of its own choosing before entering into this Agreement and does so freely and voluntarily without any duress or coercion. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly construed for or against any Party. The Parties agree that this Agreement shall be deemed to have been jointly drafted for purposes of applying any rules of construction.

IN WITNESS WHEREOF, by entering their full name below, signing, and checking the acknowledgment box, the Recipient agrees to be bound by the terms and conditions of this Mutual Non-Disclosure and Non-Circumvention Agreement as of the Effective Date provided above. This shall constitute a legally binding agreement between the Parties.