PROSPECTIVE BUYER CONFIDENTIALITY AGREEMENT

Business Description  _____________________________________________  ID # ______________

Buyer understands that the Evaluation Materials and the fact that the Company is for sale, (collectively "Information") are confidential and sensitive and that disclosure by Buyer of all or part of the Information to others or the misuse of the Information by Buyer may damage the Company and/or Consultant's relationship with the Company. Buyer agrees that it is liable for any damages to the Company or to Consultants that results from Buyer's misuse of the Information. In consideration of Consultants providing this Information, Buyer agrees that:

• Its use of the Evaluation Materials is solely for the purpose of determining whether it makes a proposal for acquisition of the Company.

• It will not disclose any Information to any party other than its representatives directly participating in the review of the Evaluation Materials such as its accountants, attorneys or bankers ("Representatives") and Buyer agrees that it is liable for any damages to the Company or to Consultants that results from the misuse or disclosure of the Information by the Representatives.

• It will not copy the Evaluation Materials except those required by the Representatives and upon request, will return the Evaluation Materials and authorized copies to Consultant.

• Buyer will not contact the Company, its owner, employees, customers, or suppliers directly. Further, it agrees that all contact, correspondence, inquiries, offers to purchase and negotiations will be through Consultants. Buyer understands that Consultants have an agreement with the Company providing for a fee to be paid to Consultants upon the sale of the Company and Buyer agrees not to circumvent the agreement in any way. Consultant's fee is solely the responsibility of the Company.

Buyer understands that the Evaluation Materials were compiled by Consultants from materials and information generally provided by the Company, and that Consultants are relying on the Company for their accuracy and for disclosure of all material facts. Consultant does not guarantee the accuracy of the Evaluation Materials or that all the material facts concerning the Company have been disclosed. Buyer agrees to look only to the Company and to its own independent investigation to verify the accuracy of any information concerning the Company and to hold Consultant harmless from any claims or damages that may result from its use.

Buyer warrants that they have at least $__________ available in liquid funds for purchase of the business.