CONFIDENTIALITY AGREEMENTS (FOR EVALUATION MATERIAL)

In connection with your consideration of a possible or actual transaction (the "Transaction") with [____________] (the "Company"), you have requested the right to review certain nonpublic information regarding the Company. In consideration of, and as a condition to, furnishing you with such information and any other information (whether communicated in writing or orally) delivered to you by any Company or any of their respective affiliates, directors, officers, employees, advisors, or agents in connection with the consideration of the Transaction (such information being herein referred to as the "Evaluation Material"), your agreement is required as follows:

1. Evaluation Material: The Evaluation Material will be used solely for the purpose of evaluating a possible Transaction with Company involving you or your affiliates and unless and until you have completed such Transaction pursuant to a definitive agreement between you and Company, the Evaluation Material will be kept strictly confidential by you and your affiliates, directors, officers, employees, advisors, agents or controlling persons (such affiliates and other persons being herein referred to collectively as your "Representatives"); provided that the Evaluation Material or portions thereof may only be disclosed to those of your Representatives who need to know such information for the purpose of evaluating a possible Transaction with Company (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material and shall agree to be bound by this Confidentiality Agreement). You agree to be responsible for any breach of this Confidentiality Agreement by your Representatives.  The term "Evaluation Material" does not include any information that (1) at the time of disclosure or thereafter is generally known by the public (other than as a result of its disclosure by you or your Representatives), (2) was or becomes available to you from a Person that, to your knowledge, is not prohibited from transmitting the information to you or (3) information that meets the requirements described in clauses (1) and (2) that is currently in your possession.

2. Disclosure: In the event that you receive a request to disclose all or any part of the information contained in the Evaluation Material under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, you agree to (1) immediately notify Company of the existence, terms and circumstances surrounding such request, (2) consult with the Borrowers on the advisability of taking legally available steps to resist or narrow such request, and (3) if disclosure of such information is required, exercise your best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information. Unless otherwise required by law in the opinion of your counsel, neither you nor your Representatives will, without our prior written consent, disclose to any person the fact that the Evaluation Material has been made available to you.

3. General: Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. No Third Party Beneficiaries.  No third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns.  You may not assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party.  Any of the foregoing without the prior written approval of Company is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. 

ACKNOWLEDGED AND AGREED

YOUR COMPANY ("YOU"):

By: __________________________________
Print Name: ___________________________
Title: ________________________________

COMPANY

By: __________________________________
Print Name: ___________________________
Title: ________________________________