We ask you to review the statement below and understand that we ask you to agree to it for the clarification of our relationship with you and for the protection of the business and the seller.

WHEREAS, BIZ-SPECIALISTS (hereinafter AGENT) may from time to time furnish to the UNDERSIGNED certain confidential or proprietary information and material relating to companies offered for sale, acquisition or merger by the AGENT for the purposes of exploring whether the UNDERSIGNED may desire to enter into a business relationship with such companies including entering into a joint venture; and

WHEREAS, the AGENT may further allow the UNDERSIGNED the right to inspect the business and premises of companies offered for acquisition by the AGENT and to interview, only with permission of the business owner, certain employees or representatives of such;

THEREFORE, BE IT KNOWN that UNDERSIGNED may obtain, examine or inspect such information and material only for the purposes described above, and to otherwise hold such information and material in strict confidence pursuant to the terms of this Agreement on the following terms:

1. The UNDERSIGNED agrees to hold all such confidential or proprietary information and material in trust and confidence and agrees that such information or material shall be utilized only for the contemplated purposes and shall not be utilized for any other purpose or disclosed to any third party. The UNDERSIGNED may, however, disclose certain confidential or proprietary information to attorneys, accountants or other professional advisors, provided, however, that UNDERSIGNED shall make every effort to inform such advisors (if any) that they shall also be bound by the terms hereof.

2. The UNDERSIGNED shall, however, have no obligation under this Agreement with respect to any information and material known by the UNDERSIGNED or generally known within the industry prior to date of this Agreement, or which becomes common knowledge thereafter.

3. The UNDERSIGNED acknowledges that the AGENT has disclosed to the UNDERSIGNED that the AGENT either has a listing agreement, or is a sub-agent of another broker who has such an agreement, in reference to any business about which information or material is being presented. The UNDERSIGNED agrees not to interfere with AGENT'S right to any accomplishment fees or commissions that AGENT may be due under any such agreements.

4. It is agreed that neither the AGENT nor the UNDERSIGNED shall disclose the existence or conditions of any discussions between them without the consent of the other, except to relevant professional advisors and, in the case of the AGENT, to any relevant seller client to whom the AGENT has a fiduciary responsibility.

5. At the conclusion of discussions between the AGENT and the UNDERSIGNED, or upon demand by the AGENT, all information and material, including any and all copies made by the UNDERSIGNED, shall be immediately returned to the AGENT.

6. This AGREEMENT shall be binding upon the UNDERSIGNED for a period of TWO (2) YEARS from the date of signing below.