Confidentiality Agreement with investor

between

________________________________

(hereafter referred to as "the Investor")

and

________________________________

(hereafter referred to as "the Company")

To enable the Investor to make a proposal to the Company to provide an offer for its investment concerning the Management-Buy-Out of the Company, the Investor has solicited that the Company disclose to the Investor, and the Company has agreed to disclose to the Investor, certain confidential information consisting of but not limited to the following categories of information ("the Information"):

a.   identity of the beneficial owner of the Company (the "Beneficial Owner")

b.   disclosure of all companies related to or associated with the Company and / or the Beneficial Owner forming part of a group of companies for which the Company renders services

c.   types of investments made by the group of companies to date

d.   total amount of equity invested by the Beneficial Owner in the Company or in other companies forming part of the group

e.   total financing made available by the Beneficial Owner to the Company and / or any companies forming part of the group

f.     any loans made by the Company or other companies of the group to third parties

g.   identities of other shareholders of certain companies forming part of the group and / or identities of partners of the Beneficial Owner in connection with the activities carried out within the group of companies

h.   investor references of the Company and / or of the Beneficial Owner

The Investor has entered into this Agreement with the Company to induce the Company to disclose the Information to the Investor.

1.   The Company and the Investor consider their relationship one of confidence with respect to the Information and agree that the information constitute valuable trade secrets which are the sole property of the Company and / or the Beneficial Owner.

2.   Whether or not the Investor makes a proposal to the Company pertaining to make investments and / or financing plans, the Investor will:

a.   hold the Information in confidence and not discuss, communicate or transmit to others or make any unauthorized copy of or use the Information for any purpose unrelated to the Company,

b.   use the Information solely in furtherance of the reasons that the Information is disclosed to

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