NonDisclosure Agreement

THIS NonDisclosure Agreement ("Agreement") is made the

(1) Name: Business: Address: Phone: E-mail: Cell:

(2) Name: Robert J. Rodgers Business: Systems Engineering Group Address: 8513 Crepe Myrtle Ct. Mobile, Al. 36619 Phone: 251-348-7415 E-mail: segrodgers@yahoo.com Cell: 251-643-6843

(Collectively the "Parties" and each a "Party")

WHEREAS

day of 2016 between:

A. For their mutual benefit, the Parties may have exchanged and wish further to exchange certain information for the purpose of evaluating the Design and Development of a Cryogenic Superconducting Engine, Power Generation Device between the Parties. ("Purpose").

B. The Parties with to define and set out their rights and obligations with respectto such information.

In consideration of the foregoing and the mutual covenants herein, the Parties agree as follows:

1. CONFIDENTIAL INFORMATION

1.1 In this Agreement, "Confidential Information" means any information or data disclosed (whether in writing, orally, or by any other means) by one Party ("Disclosing Party") to the other Party ("Receiving Party") under this Agreement, including but not limited to (i) any information ascertainable by inspection or analysis of any sample, (ii) any information disclosed for the Purpose prior to the date hereof, (iii) any informationfrom the Disclosing Party or any of its customers and vendors that was not intended to be disclosed to the Receiving Party and (iv) any intellectual, commercial, operational, technical, financial or other information and, if such information is in written form, identified or marked by the Disclosing Party as "Confidential" or "Proprietary" or, if such information is in non-written form, identified as confidential at the time of disclosure and confirmed as such in writing by the Disclosing Party within fifteen (15) days of it being disclosed, but shall not include information which:

(a) is or becomes in the public domain without breach of this Agreement by the Receiving Party;

(b) was known to or was in the possession of the Receiving Party prior to receipt from the Disclosing Party and such information was not previously acquired by the Receiving Party from the Disclosing Party under an obligation of confidence;

( c) is hereafter disclosed or made available to the Receiving Party from a source other than the Disclosing Party without breach

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by such source of any obligation of confidentiality towards the Disclosing Party; or;

( d) has been independently developed by or for the Receiving Party at any time, independently of any Confidential Information disclosed to it by the Disclosing Party.

1.2 In relation to Confidential Information of the Disclosing Party, the Receiving Party shall:

(a) receive, treat and maintain the Confidential Information in confidence in the same manner as it maintains its own confidential information of similar nature, Provided Always that not less than a reasonable standard of care is used;

(b) use the Confidential Information only for the Purpose and for no other purpose, save with the prior written approval of the Disclosing Party;

( c) disclose the Confidential Information to its employees, officers, directors or advisors (or those of its affiliates) only on a need-to-know basis in connection with the Purpose, ensure that such persons are bound by confidentiality obligations in relation to such Confidential Information, and shall at its sole expense take all reasonable action (including injunctive proceedings if necessary) to restrain such persons from prohibited or unauthorized disclosure or use of Confidential Information;

( d) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party.

1.3 The confidentiality obligations and restrictions set out in Clause 1.2 above shall not apply to any information which is required to be disclosed by law or regulations or pursuant to any applicable legal requirement or legal process issued by any court or any competent government authority or rules or regulations of any relevant regulatory body (including, without limitation, any stock exchange).

1.4 The Receiving Party agrees that the Confidential Information is and shall remain the property of the Disclosing Party. The Receiving Party does not acquire by implication or otherwise any right in or title to or license in connection with the Confidential Information by virtue of this Agreement or any disclosure made under this Agreement.

1.5 The Receiving Party acknowledges and agrees that neither the Disclosing Party or any of its affiliates nor any of their respective employees, officers, directors or advisors makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information disclosed by such Disclosing Party and that neither the Disclosing Party or any of its affiliates nor any of their respective employees, officers, directors or advisors shall have any liability to the Receiving Party as a result of use of such Confidential Information.

2. DURATION

This Agreement shall become effective upon the date hereof and shall stay in force until

(a) indefinitely from the date hereof;

(b) termination in accordance with Clause 3 below; or

( c) a definitive agreement in respect of the Purpose is executed between the Parties, whichever shall be the earliest to occur. The confidentiality obligations and restrictions set out in Clause 1.2 shall survive the termination or expiry of this Agreement for an indefinite period of time.

3. TERMINATION

Either Party may terminate this Agreement at any time by giving not less than thirty (30) days' written notice to the other Party. Upon termination of this Agreement, the Receiving Party shall cease using Confidential

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Information disclosed by the Disclosing Party and, when requested by the Disclosing Party in writing, shall return or destroy all copies of the Confidential Information then in the Receiving Party's possession.

4. COSTS

Each Party shall be responsible for its own costs in the preparation, negotiation and execution of this Agreement and shall perform its obligations hereunder without charge to the other Party.

5. NO ASSIGNMENT

Neither Party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

6. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such determination shall not affect or impair the validity of the remaining provisions.

7. NO WAIVER

No failure or delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

8. GOVERNING LAW I DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of State of Alabama, without reference to its conflicts of laws rules. Any dispute arising out of or under this Agreement that the Parties are unable to resolve amicably shall be finally settled by the Commercial Arbitration Rules of the American Arbitration Association and the proceeding will be held in New York, U.S.A or at a location mutually agreed by the Parties. All Arbitration proceedings shall be in the English language. The decision of the arbitration tribunal shall be final and binding on the Parties. For the avoidance of doubt, the Parties are not precluded from seeking injunctive relief from a court of competent jurisdiction in relation to any breach or threatened breach of this Agreement.

9. RELATIONSHIP

Nothirig in this Agreement shall grant to a Party the right to make commitments of any kind for, or on behalf of, the other Party. This Agreement is not intended to be, nor shall it be construed as, a joint venture, teaming relationship, partnership, or other formal business arrangement.

10. POINTS OF CONTACT

The points of contact with respect to the transmission and control of Confidential Information exchanged between the Parties are:

(a) Name:

(b) Name: Robert J. Rodgers

Either Party may change its point of contact upon written notice to the other Party.

11. ENTIRE AGREEMENT

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This Agreement sets out and constitutes the entire agreement between the Parties with respect to the disclosure, protection and use of Confidential Information and supersedes all prior agreements and communications, whether oral or written, relating to the subject matter herein.

12. COUNTERPARTS

This Agreement may be signed in counterparts (including faxed copies), each of which shall be deemed an original and all of which shall constitute one and the same instrument.

13. PUBLICITY

No announcements or publicity regarding this Agreement shall be issued unless with the prior written approval of both Parties.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their Respective duly authorized representatives on the day and year first above written.

dger Business: Systems Engi ering Group Address: 8513 Crepe Myrtle Ct. Mobile, Al. 36619 Phone: 251-348-7415 ,~ . " J) Witnessed in the prest;nce of: ~~1'\. LlJlU/\. g.-fl-\lt;Date: Name: El\s..e_ \C. \"\J'\ 1 ~ Business:t,B V f\ C,o('('~<;,S: MY COMMISSION EXPIRES OCTOBER 15, 2018 Address: '2?.f;;tO lk\ \ \Ct',,em- 12c\ Phone:ep\) L\]O - l:fSC-l

Signed by: For and on behalf of: Name: Business: Address: Phone:

Witnessed in the presence of: Name: Business: Address: Phone:

As per "N onDisclosure Agreement" signed above.

1.1 (iv) any intellectual, commercial, operational, technical, financial or other information and, if such information is in written form, identified or marked by the Disclosing Party as "Confidential" or "Proprietary" or if such information is in non-written form, identified as confidential at the time of disclosure and confirmed as such in writing by the Disclosing Party within fifteen (15) days of it being disclosed,

I am confirming in writing that all material, drawings, illustrations and written information that is exchanged between the parties of Robert J. Rodgers of Systems Engineering Group and the above signed parties in regards to Robert J. Rodgers "Cryogenic Superconducting Engine, Power Generation Device" on the above date are to be regarded as being "Confidential" and "Proprietary" inf9rmation.

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