Confidentiality Agreement

As a condition I agree to treat as confidential any information concerning the business which is furnished to me in accordance with the provisions of this agreement and to take, or abstain from taking, certain actions as set out below:

1.  I recognise and acknowledge the competitive value and confidential nature of internal,

non-public financial and business information now and hereafter furnished to me from you or your representatives relating to the business and its affairs, as well as the damage which could result to the business if any of this information is disclosed to any third party.

2.  I hereby agree that the material will be used solely for the purpose of the possible acquisition, and that I/we the directors, officers and employees (“my/our representatives”) will not disclose to any third party any of the material now or hereafter received or provided, except however, that any such information may be disclosed to my accountants, attorneys, financiers and other confidential advisers who need to know such information for the purpose of assisting me in the appraisal of such information.

3.  In addition, without the prior consent of the business owner(s) I will not, and nor will our representatives nor my advisers disclose to any person either the fact that the discussions or negotiations are taking place concerning the possible acquisition, including the status thereof except as I may be required by law.  Furthermore, no disclosure or information will be sought from any person or the staff of the business without prior authorisation from the business owner (s).

4. In the event that I do not proceed with an offer which is the subject of this agreement within a reasonable time, I shall promptly redeliver to you all written material and any other material containing or reflecting any information of the business and will not retain any copies, extracts or other reproductions of such written material.  All documents, memoranda, notes and other writings whatsoever prepared by me or my advisers based on information in the material shall also be returned to you unless you agree that they may be retained, in which case they shall be kept confidential and not used by me or given to any third party for any purpose.

5.  In the event that the possible acquisition contemplated by this agreement shall not be consummated, neither I nor my representatives shall use any of the non-public information now or hereafter received or obtained from the seller (or any related entity) with respect to any of the business or affairs of the business in furtherance of my business (except in negotiations of this transaction), or the business of anyone else, whether or not in competition with the business, or for any other purpose whatsoever, and I further agree that I will not solicit or entice away from the business, or any related entity, any of its staff or clients at any time during the period during which I receive the material or for a period of two years from the date of this Agreement.

6.  All materials furnished to me by you after the date hereof shall be subject to the terms of this Agreement.

7.  The provisions of this agreement shall be binding.  I will procure that all of my subsidiary and affiliated companies comply with the provisions of this agreement as if those provisions bound them.  This agreement shall be governed and construed in accordance with the laws of the State of Queensland and I submit to the jurisdiction of the courts exercising jurisdiction in that State.

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