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Atlantic Kayak Tours, Inc.
Secure Website Confidentiality And
Proprietary Information Agreement

THIS AGREEMENT ("Agreement") is made and entered into as a consequence of, and in consideration of the granting of access by Atlantic Kayak Tours, Inc., a New York corporation (the "Company"), to those persons or entities granted (or otherwise obtaining) access to this Secure Website, whether or not employed or compensated by the Company in any capacity (hereinafter all such persons or entities accessing this Secure Website for any purpose whatsoever are individually and collectively referred to as "Visitor". By accessing this Secure Website, Visitor is confirming their acceptance and agreement to the following terms and conditions of such access, and further agrees that without Visitor's agreement to such terms and conditions, Company would not grant access to Visitor.

RECITALS

A. The Company is engaged in, among other things, the business of Day, Weekend and Week Long, Kayak Tours and Instructional Programs in the North Eastern Region (i.e. New York, New Jersey and New England), of the United States of America (the "Business"). In connection with the Business, the Company has expended a great deal of time, money and effort to develop and maintain the Secure Website and the secrecy and confidentiality of substantial proprietary trade secret information and other confidential business information which, if misused or disclosed, could be very harmful to the Company, its Goodwill and could cause the Company to lose its competitive edge in the marketplace.

B. Visitor will be given access to confidential and proprietary information of the Company which the Company would not make available to Visitor but for Visitor's agreeing to abide by the terms of this Agreement as a condition to being granted access to the Secure Website and to the Company's confidential and proprietary trade secret information and other confidential business information, including but not limited to information pertaining to the Company's customer lists, Staff lists and Staff materials, Staff Manual, Staff Committees, mailing lists, pricing policies, operational and business methods, internal financial information, instructional booklets, program descriptions, activities and expansion plans, upcoming events or proposed events or programs, ideas and strategic plans, and all other information or documents, in whatever format or medium, obtainable in any fashion from this Secure Website, whether or not enumerated hereinabove or similar or dissimilar to any of the foregoing.

C. The Company invests significant capital and training resources into the Secure Website to, among other things, develop and preserve goodwill with its Staff and/or customers on the Company's behalf and business information for the Company's ownership and use. Visitor recognizes and acknowledges that the Company needs certain protection in order to ensure that Visitor does not appropriate and misuse any confidential information entrusted to Visitor during the course of Visitor's access to the Secure Website, or take any other action that could result in a loss of the Company's goodwill, and more generally, to prevent Visitor or any third parties from having any unfair competitive advantage over the Company.

NOW THEREFORE, in consideration of the above and of access being granted to the Secure Website, and the mutual covenants and agreements hereinafter set forth, Visitor and the Company agree as follows:

1. Confidential Information. (a) Visitor agrees to keep secret and confidential, and not to use or disclose to any third-parties, except as may be expressly authorized by the Company prior to such disclosure, and then solely to the extent necessary for Visitor to perform Visitor's association responsibilities for the Company, any of the content of the Secure Website, or any information or documents contained or available therein, including, but not limited to, the Company's proprietary or trade secret information or other business information concerning the Business or the Secure Website, whether or not acquired by Visitor during the course of, or in connection with, Visitor's association with the Company. The Company considers and treats as confidential (among other things) its customer lists, mailing lists, Staff contact information and telephone numbers, pricing policies, operational methods and manuals, internal financial information, instructional booklets, training techniques, Staff Manual, Committee activities and plans, program descriptions, activities, expansion plans, ideas, actual or potential future events or plans, proposals or programs, strategic plans, and the Secure Website, and Visitor agrees to treat the Secure Website, Visitor's password, and/or the passwords of others that may become known to Visitor, and all such information as secret and confidential and not to reveal, publish or disseminate same to any third party, without the prior express permission of the Company. Any permission so granted in one instance shall not confer or imply any future or subsequent permission and any disclosure authorized by the Company shall require individual prior express permission, which the Company may grant or withhold in its sole discretion, regardless of any claim of custom or course of dealing.

(b) Visitor acknowledges that the Secure Website, and any and all agreements, manuals, notes, records, sketches, computer diskettes, maps, and other documents obtained by or provided to Visitor, or otherwise made, produced or compiled during the course of Visitor's association with the Company, which contain any of the Company's confidential information, regardless of the type of the medium in which it is preserved or presented, are the sole and exclusive property of the Company and shall be surrendered to the Company immediately on demand at any time.

2. Post-Association Restrictions. Visitor recognizes that (i) the Company has spent substantial money, time and effort over the years in developing the Secure Website and solidifying its relationships with its customers and Staff and in developing its confidential, proprietary information, the Secure Website and Goodwill; (ii) business, Staff and/or customer relationships can often be difficult to develop and require a significant investment of time, effort and expense; (iii) the Company trains, equips, and invests substantial capital and other resources to develop, maintain and preserve the Secure Website and the Company is hereby agreeing to provide Visitor access to the Secure Website based upon Visitor's assurances and promises contained herein not to divert the Company's Staff, customers, or goodwill, or to put himself or herself in a position following Visitor's association with the Company in which the confidentiality of the Company's information might somehow be compromised. Accordingly, Visitor agrees that during Visitor's access to the Company's Secure Website and for a period of two (2) years thereafter, regardless of whether Visitor shall become disassociated from the Company, and regardless if or how any such disassociation occurs, and regardless of whether it is with or without cause, Visitor will maintain the confidentiality of the Secure Website, all passwords and all documents, information and/or other materials of any nature, in whatever format or medium, obtained from or through the Secure Website..

3. Acknowledgment Regarding Restrictions. Visitor recognizes and agrees that the restraints contained in Section #2 are reasonable and enforceable in view of the Company's legitimate interests in protecting its confidential information and customer goodwill and the limitations contained therein on the duration and geographic scope of, and activities prohibited by, such restraints.

4. Non-Waiver of Rights. The Company's failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by the Visitor of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of Company thereafter to enforce each and every provision in accordance with the terms of this Agreement.

5. The Company's Right to Injunctive Relief. In the event of a breach or threatened breach of any of the Visitor's duties and obligations under the terms and provisions of Sections 1 or 2 hereof, the Company shall be entitled, in addition to any other legal or equitable remedies it may have, to temporary, preliminary and permanent injunctive relief restraining such breach or threatened breach. Visitor hereby expressly acknowledges that the harm which might result to the Company's business as a result of any noncompliance by Visitor with any of the provisions of Sections 1 or 2 would be largely irreparable. Visitor specifically agrees that if there is a question as to the enforceability of any of any of the provisions of Sections 1 or 2 hereof, Visitor will not engage in any conduct inconsistent with or contrary to such Sections until after the question has been resolved by a final judgment of a court of competent jurisdiction.

6. Invalidity of Provisions. In the event that any provision of this agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provision in any other jurisdiction. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overly broad, that provision shall not be void but rather shall be limited to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that this Section is reasonable in view of the parties' respective interests.

7. Assignments.   This Agreement shall be freely assignable by the Company to and shall inure to the benefit of and be binding upon, any other entity which shall succeed to the Business.  Being a contract for personal services, neither this Agreement nor any rights hereunder shall be assigned by Visitor.

8. Visitor's Representations. Visitor represents that the execution and delivery of this Agreement and Visitor's association with the Company, if any, does not violate any previous Association agreement or other contractual obligation of Visitor. Visitor also represents and agrees that Visitor has not disclosed, and will not disclose, to the Company any information, whether confidential, proprietary or otherwise, which Visitor has in Visitor's possession and which Visitor is not legally free to disclose.

9. The Company's Right to Recover Costs and Fees. Visitor undertakes and agrees that if Visitor breaches or threatens to breach the Agreement and the Company prevails in any legal proceeding, then the Visitor shall be liable for any reasonable attorneys' fees and costs incurred by the Company in enforcing its rights thereunder.

10. Amendments.   No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto, and signed by the parties hereto.  This Agreement supersedes all prior agreements and understandings between Visitor and the Company to the extent that any such agreements or understandings conflict with the terms of this Agreement.

11. Headings.   Section headings are provided in this Agreement for convenience only and shall not be deemed substantively alter the content of such sections.

12. Governing Law And Exclusive Choice Of Forum.   The Agreement shall be governed by and construed under the internal laws of the State of New York without giving effect to the conflict of laws principles thereof. The parties hereto agree that all disputes arising out of or related to this Agreement, including the termination thereof, shall be resolved in the City and State of New York, in a state or federal court located in the City of New York.  Each party consents to exclusive jurisdiction over it by such court(s) and exclusive venue in such court(s), as the exclusive forum and means to resolve any such disputes.

END OF AGREEMENT
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