CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT

This CONFIDENTIALITY & NON-CIRCUMVENTION AGREEMENT (hereafter "Agreement") is entered into between Huntington Business Group, Inc. d/b/a VR (hereafter "VR") and the prospective purchaser (hereafter "Purchaser") of a business offered for sale through VR. "Seller" shall refer to any business being offered for sale by or through VR, as well as the owners of such business. Based upon good and valuable consideration, including, but not limited to, the provision of confidential and proprietary information, VR and Purchaser agree as follows:

1. VR represents Seller exclusively and is paid a fee upon certain events, including, but not limited to, a sale.

2. Purchaser will not contact Seller or any entity or person having a business relationship with Seller, including, but not limited to, owners, landlords, employees, suppliers and clients, except through VR.

3. All inquiries, offers to purchase and negotiations relating to the business will be conducted exclusively through VR.

4. Purchaser will not circumvent or interfere in any way with VR's contractual relationship with Seller.

5. Any and all information provided to Purchaser regarding a Seller is to be considered confidential and proprietary. The disclosure of any such confidential and proprietary information will result in damage to Seller.

6. Purchaser shall keep in strict confidence any information provided to Purchaser regarding Seller and its business. Purchaser shall not disclose any such information to any other person, except professional business advisors (e.g. accountants, attorneys) who have been engaged to evaluate the business for the limited purpose of advising Purchaser. Purchaser shall use his/her best efforts to prevent inadvertent disclosure of any information provided. Purchaser shall advise any professional business advisors of this non-disclosure provision, and Purchaser shall be legally responsible for the failure of any such advisors to maintain the confidentiality of any information provided.

7. Seller provides all information regarding any business offered for sale, and such information is not verified in any way by VR. VR makes no representation, promise or warranty, express or implied, as to the accuracy or completeness of any such information. Purchaser shall be responsible for making an independent verification of such information prior to entering into an agreement to purchase any business. VR shall NOT be responsible for the failure to disclose material information related to the purchase of any business. Purchaser indemnifies and holds VR and its agents harmless for any claims or damages which may occur by reason of the inaccuracy or incompleteness of any information provided to Purchaser with respect to any business Purchaser may purchase.

8. BUYING A BUSINESS INVOLVES RISK. PURCHASER ACCEPTS SOLE RESPONSIBILITY FOR THE DECISION TO BUY A BUSINESS AND AGREES TO RELY SOLELY ON PURCHASER'S OWN INDEPENDENT INVESTIGATION OF THE BUSINESS BEING PURCHASED. VR HAS ADVISED PURCHASER TO SEEK INDEPENDENT LEGAL, TAX, ACCOUNTING, AND OTHER PROFESSIONAL ADVICE PRIOR TO MAKING A PURCHASE DECISION.

9. Financial institutions or others may pay a referral fee to VR for referring potential clients.

10. In the event of any judgment, award or arbitration decision against VR, the maximum liability of VR shall be limited to the amount of commission actually received.

11. This Agreement shall be governed by the laws of the State of Texas, and Purchaser agrees that any action to enforce this Agreement may be brought in the appropriate courts located in Dallas County, Texas.

12. If Purchaser is a business entity, the person completing the information and clicking the "ACCEPT" button acknowledges that they have full authority to enter into this Agreement, and agrees to be personally bound by the terms and conditions stated herein, including, but not limited to, personal liability for breach of this Agreement.