Between "Seller" ………………………………… and

Potential "Buyer"

Date…………………

Dear Sir/Madam

1. To enable discussions to take place freely between us concerning the possible acquisition by ......................................... ("Buyer") , it will be necessary and desirable for the "Seller" and/or persons acting on its behalf to disclose (both verbally and in writing or other media) to the "Buyer" certain non-public, confidential, or proprietary business and technical information and will permit "Buyer" to visit the Company's facilities, during which visits "Buyer" may observe or acquire non-public, confidential, or proprietary information relating to the "Seller's Business" (collectively the "Information"). The "Seller" desires to assure that Buyer shall use all Information only for purposes of evaluation in connection with our discussions and that "Buyer" shall protect the Information in accordance with the terms and conditions of this letter.

2. "Buyer" shall maintain in secrecy all Information disclosed to "Buyer" using the same safeguards as customarily used to protect confidential information of a similar character, but at least using reasonable care. Except for the evaluation provided herein, "Buyer" shall not use or disclose in any manner to any third party (other than to "Buyer's" solicitors, accountants, or other advisors under the same restrictions herein imposed) any Information without the prior express written consent of the "Seller" unless or until the Information is:

• Already known to or otherwise in the possession of "Buyer" at the time of receipt from the "Seller"; or
• Publicly available or otherwise in the public domain; or
• Rightfully obtained by "Buyer" from any third party without restriction and without breach of this Agreement by "Buyer"; or
• Disclosed by "Buyer" without restriction pursuant to judicial action, or government regulations or other requirements provided "Buyer" has notified the "Seller" prior to that disclosure and cooperates with the "Seller" if it elects to pursue legal means to contest and avoid the disclosure.

3. Nothing in this Agreement shall be construed as granting "Buyer" expressly, by implication, estoppel, or otherwise any license under or any right to use (a) any Information received from the "Seller", except the limited right to use the information for evaluation purposes as specifically provided herein, or (b) any patent, trademark, or copyright now or hereafter owned or controlled by the "Seller".

4. The Information shall remain the property of the "Seller". If the acquisition by "Buyer" is not consummated or is no longer being considered, or if for any reason the "Seller" so requests prior to an acquisition by "Buyer", upon the written request of the "Seller", "Buyer" shall (a) return to the "Seller" all copies (in whatever media) of any Information and other tangible material of the "Seller" in the possession of "Buyer" or its representatives, and (b) destroy all copies (in whatever media) of any analyses, compilations, summaries, studies, or other documents prepared by "Buyer" or its representatives based, in whole or in part, upon the Information. An appropriate representative of "Buyer" shall thereupon certify in writing to the "Seller" that no Information (including copies, summaries, analyses, studies, other documents based upon Information) remains in the possession of "Buyer" or its representatives.

5. Without the prior consent of the "Seller", "Buyer" shall not, and shall direct its representatives not to, disclose to any person the fact that any discussions or negotiations are taking place concerning the possible acquisition, any terms, conditions, or other facts under consideration with respect to the possible acquisition, or the status of the discussions relating to the possible acquisition.

6. "Buyer" and its representatives shall observe all safety and security policies and procedures in effect during any visit to the "Seller's" facilities.

7. "Buyer" understands and acknowledges that the "Seller" is not making any representation or warranty, express or implied, as to the accuracy or completeness of the Information, and neither the "Seller" nor any of its representatives shall have any liability to "Buyer" or any person resulting from "Buyer's" use of the Information. Only those representations and warranties that are made in a Contract of Sale setting forth substantially all binding terms of the possible acquisition ("Contracted Agreement"), when, as, and if the Contract of Sale is executed, and subject to the limitations and restrictions that may be specified in a contract, shall have any legal effect.

8. "Buyer" shall restrict access to Information delivered under this Agreement to those persons needing to have the Information for the evaluation and shall inform and instruct those persons as to the applicable restrictions and the confidential nature of the Information.

9. This Agreement may be amended or modified only by a written agreement executed by both parties.

10. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

"Buyer"

Signed:________________________________Date:

"Seller

Signed:________________________________Date: