NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (this “Agreement”) is made this ____ day of __________, 2006, between [COMPANY], a [STATE] limited liability company (“Company”), with its principal offices at [ADDRESS], and ______________________________________ (“Recipient”) with its principal offices at __________________________________. Each of Company and Recipient, a “Party” and together, the “Parties.”

WHEREAS, the Parties have entered into discussions regarding a potential investment in Company or its affiliate by Recipient (the “Limited Purpose”), and Company desires to disclose to Recipient certain information on a confidential basis in furtherance of the Limited Purpose.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

As used in this Agreement, “Confidential Information” means any non-public data or other information, whether in oral, written, graphic, electronic (including via an electronic data room) or any other form, which has been or after the date hereof will be furnished or disclosed by Company, its affiliates, or any of their respective officers, directors, employees, representatives, consultants or agents, including, but not limited to, any information pertaining to or regarding the business, financial condition, sales, pricing, strategies, plans, customers, suppliers, properties and operations of Company or its affiliates, and including without limitation all technical and non-technical information of any nature whatsoever and all business plans, inventions, trade secrets, know-how, discoveries, methodologies, formulae, techniques, programs and processes relating thereto; provided that Confidential Information does not mean any of the foregoing that: (i) is in or enters the public domain through no wrongful act of Recipient; (ii) Recipient can prove by competent evidence was known by it prior to the disclosure to it by Company or its affiliate or (iii) was disclosed to Recipient by a third party not bound by an obligation of non-disclosure to Company or any of its affiliates.

Recipient will keep all Confidential Information in strictest confidence and trust and will not (i) disclose any Confidential Information to any other party, except its employees who have a need to know such Confidential Information in furtherance of the Limited Purpose or (ii) use or permit any of its employees to use any Confidential Information, except in furtherance of the Limited Purpose. Recipient will advise all its employees who have access to Confidential Information as to the restrictions on use and disclosure thereof in this Agreement and will institute adequate safeguards against any use or disclosure of Confidential Information not permitted hereunder.