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NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

AGREEMENT dated as of the 9th day of December 2008, by and between Capital View Partners, LLC, aFlorida corporation (“CVP”) and MB&A Holdings, Inc., a Delaware corporation and Regency Capital Group (the“Company” or “Companies”).W I T N E S S E T H:WHEREAS, CVP may introduce one or more parties to the Company for the purpose of potential business transactions (each person or entity so introduced to the Company or CVP by the other party is an“Introduced Party”, and together, the “Introduced Parties”), and the Company and CVP is desirous of having theother party make such introductions;WHEREAS, in connection therewith, the Company and CVP (collectively the “Parties”) may provide oneanother with confidential information concerning their respective businesses and with the identity of IntroducedParties (“Confidential Information”);WHEREFORE, the parties do hereby agree as follows:

If any party (the “Receiving Party”) receives Confidential Information from any other party (the“Disclosing Party”), regardless of the form of such Confidential Information, the receiving party agrees to holdsuch Confidential Information in confidence in the same manner as it treats its own confidential information, andnot disclose such Confidential Information to any third party without the prior approval of the disclosing party; provided, however, that the receiving party may disclose such Confidential Information to its consultants, professional advisors, and others who have a legitimate interest in the evaluation of a proposed transaction; provided further, however, that the receiving party shall advise such other persons of the confidential nature of thematerial being disclosed and the terms of this Agreement. The Parties will not be allowed to circumvent eachother and enter into any business transaction with the Introduced Party without the other Parties written approval.

Each of the Parties agrees to use Confidential Information disclosed to such each other only for the purposes of evaluating a proposed transaction(“Transaction”). Nothing in this Agreement shall be construed inany manner as a license to use Confidential Information for any other purpose.

In the event that aTtransaction is not completed by ______, 2009,or if requested by the other party, each party shall return to the other party or destroy, as the other party shall reasonably request, any ConfidentialInformation received by such party.

The Receiving Party’s obligations of confidentiality as set forth in this Agreement shall not apply to anyinformation or material which the Receiving Party can demonstrate:

(a)

Was in the lawful possession of the Receiving Party without any confidentiality restrictions prior to the introduction by the Disclosing Party(and the Receiving Party must immediately notify the DisclosingParty of such fact upon submission, silence deemed acceptance of the Confidential Information as proprietaryfrom the Disclosing Party

);

(b)

Is or became public knowledge without the fault of the Receiving Party;I do not like this provision

(c)

Was developed by the Receiving Party independent and without reference to the ConfidentialInformation;

(d)

Was furnished to the Receiving Party by a third party who has the right to disclose theinformation to the Receiving Party without breach of any obligation of confidentiality; or

(e)

Is required to be produced by the Receiving Party pursuant to legal process; provided, that theReceiving Party gives the Disclosing Party notice of such legal process within a reasonable time.5.Each party represents and warrants that it is authorized to provide to the other party the ConfidentialInformation pursuant to this Agreement.

This Agreement shall be construed and enforced in accordance with the laws of the State of Floridawithout regard to conflict of law principles. The parties hereby agree that any lawsuit relating to or based on this Agreement shall be solely brought in the courts of competent jurisdiction located inBroward County, Florida. This Agreement sets forth the entire Agreement and understanding of the parties and may be amended, modified or terminated only by a written instrument signed by the partieshereto.7. The parties hereto acknowledge and agree that the parties are independent contractors as to each other, andthat nothing in this Agreement is intended to cause either party to be an employee, fiduciary, agent, legalrepresentative, partner or servant of the other for any purpose whatsoever.8.The individual who executes this Agreement on behalf of the Company represents that he has authority toenter into this Agreement. A facsimile copy of the original executed Agreement will be deemed an originalcopy.

All notices provided for in this Agreement shall be in writing signed by the party giving such notice,and delivered personally or sent by overnight courier or messenger against receipt thereof or sent byregistered or certified mail, return receipt requested. Notices shall be deemed to have been received

inthe following order (1) on the date of personal delivery; (2) on the date of telecopy; or (3) thedate PERSONAL delivery is FINALLY ACCOMPLISHED.

Any party may, by like notice,change the person or address to which notice shall be sent.10.This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and prior written agreements,understandings and letters of intent. This Agreement may not be modified or amended nor may anyright be waived except by a writing signed by all parties with respect to a modification or amendmentor the party granting the waiver with respect to a waiver. No course of conduct or dealing and notrade custom or usage shall modify any provisions of this Agreement.11.This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, and their respective successors and assigns.12.In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.13.This Agreement may be executed in counterparts, each of which shall be deemed an original butall of which together shall constitute one and the same document.

14. Compensation: The Parties agree that each party will be compensated equally from thetotal fees that may be received by the Parties for specificTtransactions between Introduced Parties.These fees shall be applied to all forms of compensation, whether cash, stock or otherwise received thatis eventually paid to and for the acquisition or merger of Introduced Parties, and shall be payabledirectly to each of the Parties at the closing of any completed transaction; provided, compensation for services rendered by any individuals in connection with the company intended to be part ot the

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Transaction following the close of any Transaction is not subject to this provision.15.No representation has been made, by either Party, that anyTtransaction will result fromany introductionnor that any fees will result.

ACCEPTED AND AGREED WITHOUT CHANGE

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE EDT ( Electronic Document Transmissions)

EDT (Electronic Document Transmissions) shall be deemed valid and enforceable in respect of anyprovisions of this Contract. As applicable, this agreement shall be:-

1- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National CommerceAct’’ or such other applicable law conforming to the UNCITRAL Model Law on ElectronicSignatures (2001) and2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adoptedby the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).3- EDT documents shall be subject to European Community Directive No. 95/46/EEC, asapplicable. Either Party may request hard copy of any document that has been previouslytransmitted by electronic means provided however, that any such request shall in no manner delaythe parties from performing their respective obligations and duties under EDT instruments.

CAPITAL VIEW PARTNERS, LLCBy:Name: James ClavijoTitle: Partner

SIGNED AT: Hollywood, Florida on December 9, 2008

MB&A HOLDINGS, INCBy:Name: Gary KucherTitle: President

SIGNED AT: Beverly Hills, California on December 9, 2008

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