CONFIDENTIALITY AGREEMENT

In connection with the acquisition by you of the assets or shares of the company:

We will furnish you with information regarding the Business, Financial operations and Prospects of the Business (the "Proprietary Information"). In consideration of obtaining the Proprietary Information, you hereby agree as follows:

1) All Proprietary Information furbished by current owners of the Business or ourselves will be deemed confidential. The term Proprietary Information does not include any information which is, or becomes, generally available to the public or is already in your possession.

2) Unless we otherwise agree in writing you will not disclose or reveal any Proprietary Information for five years from the date hereof to any persons or entities, other than your employees or your representatives actively and directly participating in the evaluation of the Proprietary Information, for any purpose other than in connection with the proposed transaction.

3) If you determine that you will not want to pursue the proposed transaction, you will promptly advise us of this fact and will deliver to us all the extracts thereof.

4) Although you understand that the current owners of the Business and ourselves have included in the Proprietary Information certain information which we consider to be relevant for the purpose of your investigation of the proposed transaction, we do not make any representation or warranty as to its accuracy or completeness.

By their signature below, the parties hereto agree that facsimile signature shall be valid as original signatures. If you are in agreement with the foregoing, please complete this form and indicate your acceptance in the space below.

Agreed to and accepted:

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Signature Date

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Name (please print) Street address

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Telephone City, Province, Postal code