exhibit 10. 9 employee confidentiality agreement this employee confidentiality agreement ( " agreement " ) is made as of may 17, 2010 ( the " effective date " ) by and between victoria industries, inc., a nevada corporation ( to be named as motor sport country club holdings, inc. ) ( " party - 1 " ) and robert a. newson, an individual ( " party - 2 " ), and party - 2 is employed by party - 1 in the following role : ( president and chief operating officer ) ( the " business purpose " ). in the course of that employment regarding the business purpose, party - 1 may disclose to party - 2 certain confidential information ( as that term is later defined ). by virtue of this agreement, each party wishes to protect the confidentiality of such confidential information. party - 1 and party - 2 therefore agree as follows : 1. definitions. ( a ) " confidential information " means private or confidential information, data or materials of party - 1, and all such private or confidential information, data or materials must be marked as " confidential " or " proprietary " to the disclosing party, however, for oral disclosures of information, data or materials, the disclosing party may describe the disclosure within twenty ( 20 ) days thereafter in a written notice provided to contractor, referencing the time, date, and receiving individuals for the disclosure, at which point such described information, data or materials become confidential information of the disclosing party on a going forward basis from the date of receiving party's receipt of such letter. ( b ) " government authority " means any governmental authority or court, tribunal, agency, department, commission, arbitrator, board, bureau, or instrumentality of the united states of america or any other country or territory, or domestic or foreign state, prefecture, province, commonwealth, city, county, municipality, territory, protectorate or possession. ( c ) " law " means all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any government authority. 2. employment. ( a ) no employment agreement. party - 2 acknowledges and agrees that employment with party - 1 is on an at - will basis, and either party - 1 or party - 2 may terminate the employment relationship at any time, for convenience, for any reason or no reason, and with or without cause. this agreement is not an employment agreement and is concerned only with