5-Attachment-SOW-ConfidentialityAgt.pdf.docx

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement ("Agreement") is made and agreed to as of the date set forth below between the United States Small Business Administration ("SBA") and the person(s) designated as the Contractor on the signature page hereof ("Contractor").

As part of your Statement of Work ("SOW") the Contractor is required to review and inspect Confidential Information (as defined below) relating to the Assets.

For purposes of this Agreement, "Assets" may include, but are not limited to: 1) securities with equity features, such as common stock, preferred stock, warrants and options; 2) securities with debt features, such as secured and unsecured debentures and promissory notes, all with different levels of seniority, convertibility and other features; 3) loans secured by real property and/or personal guarantees; 4) unsecured loans; and 5) personalty and real property. These Assets are generally a component of the capital structure of the business concern ("Issuer") which issued the Asset, or a component of the net worth of the party ("Issuer") guaranteeing an obligation.

For purposes of this Agreement, "Confidential Information" means all information concerning the Assets and/or Issuer furnished to Contractor except information expressly acknowledged in writing by the SBA as not being confidential or proprietary. The Confidential Information may include financial, commercial, marketing and economic information, as well as interpretations, forecasts, records, statements (written or oral) and other documents which are confidential and/or proprietary in nature. This Confidential Information may be provided to Contractor in various physical forms, as well as in the course of discussions with SBA or SSA's counsel, agents, employees and advisors ("SBA Representatives").

SBA is not making, nor are its SBA Representatives making or authorized to make, any representation or warranty as to the accuracy or completeness of the Confidential Information, and Contractor agrees that neither SBA nor its SBA Representatives will be liable to Contractor as a result of the use of, or reliance upon, the Confidential Information.

In consideration of SBA providing Confidential Information and intending to be legally bound hereby, Contractor, on behalf of Contractor, Contractor's employer, employees, clients, associates, agents, consultants or other representatives ("Contractor Representatives") hereby agrees as follows:

1. Contractor shall hold and treat the Confidential Information in strict confidence and shall not disclose, disseminate, reproduce, publish or otherwise use such information for any purpose other than evaluating the possible purchase of one or more of the Assets. Contractor shall limit the examination and use of the Confidential Information to Contractor Representatives who:

(a) have a need to know such information for purposes of the evaluation contemplated hereby; and

(b) have either

i) entered into this Agreement by accepting the requirements herein and executing the Agreement as a Contractor; or

ii) entered into an agreement with the Contractor substantially in the form of this Agreement.

2. Contractor shall disclose to any Contractor Representatives the requirements of this Agreement and the confidential nature of the Confidential Information. Contractor shall take such action as may be appropriate to ensure that such Contractor Representatives abide by the terms of this Agreement.

3. The restrictions set forth herein shall not apply to any part of the Confidential Information which:

(a) at the time of disclosure to Contractor is in the public domain; or

(b) was in the lawful possession of Contractor on a non-confidential basis prior to SBA disclosure and was not obtained through any third party under a direct or indirect obligation of confidence to SBA.

4. At any time after the termination or completion of negotiations regarding the sale of any Assets, at the request of SBA, Contractor and Contractor Representatives shall return the Confidential Information to SBA and shall not retain any copies or other reproductions or extracts thereof. After the termination or completion of negotiations, at the request of SBA, Contractor and Contractor Representatives shall destroy or have destroyed any memoranda, notes, reports, documents or other materials, including any copies thereof, prepared by Contractor or Contractor Representatives in connection with the review of the Confidential Information. Contractor shall additionally provide a certificate stating that the foregoing have in fact been returned or destroyed in their entirety.

5. The parties hereto shall not disclose to any other person the occurrence or substance of this Agreement and any related discussions. The obligations created hereunder shall be continuing and shall survive the termination of the parties' discussions or negotiations concerning the matters discussed herein.

6. Contractor acknowledges that monetary damages resulting from a breach of this Confidentiality Agreement may be inadequate and impossible to measure accurately. Accordingly, SBA and Issuer, or either of them, shall be entitled to obtain an injunction and other equitable relief for any breach of this Confidentiality Agreement by Contractor, and neither Contractor nor Contractor Representatives shall assert as a defense in any such action that an adequate remedy at law exists. SBA and Issuer may recover all costs and expenses, including reasonable legal fees, incurred by it in enforcing this Confidentiality Agreement. Furthermore, the Contractor agrees to indemnify SBA and its SBA Representatives ("Indemnified Parties") and hold such Indemnified Parties harmless against all liabilities, costs and expenses of any kind incurred by or on behalf of any Indemnified Parties arising out of the Contractor's use or disclosure of the Confidential Information other than as expressly permitted by the terms hereof.

If the terms of this Confidentiality Agreement are acceptable, please execute and return one executed original to SBA. (U.S. Small Business Administration, 409 3rd Street, S.W., Washington, D.C. 20416, Investment Division, 6th Floor, Attn: Marja Maddrie

United States Small Business Administration

By:

Marja Maddrie, Contracting Officer Technical Representative Investment Division

ACCEPTED AND AGREED BY CONTRACTOR:

By Date:

Printed Name Title/Company: