Agreement Re: Confidential Information
(Potential Acquisition)

Business Name: A * business located in *, Ontario – Name to be provided after execution and delivery of this Agreement by the undersigned

Type of Information: Disclosure Documents including financial and opportunity summaries and asset listings

Name of person receiving information: ______________________

Address: _____________________ _

In consideration of delivery by Meridian Corporation to the undersigned of the information materials or other items described above, the undersigned hereby acknowledges and agrees as follows:

1. The information provided is highly sensitive and confidential and will only be used to evaluate the subject Business as a possible purchase. The undersigned represents and agrees that it has not sought and will not use the information provided for the purpose of competing with the Business. The undersigned hereby states that he/she is a potential buyer and is not searching for information for any competitive, governmental or legal use.

2. Meridian Corporation is merely transmitting, without warranty, information data and material supplied by the Seller and/or his or her employees and associates. Meridian Corporation makes no warranty or representation as to its accuracy nor has it made any attempt or effort by independent investigation, to verify any such information, data and material concerning said business. Meridian Corporation shall not be accountable or liable for its accuracy.

3. The information and material, as well as the fact that the Business may be for sale and the existence of these disclosures, and all negotiations, are confidential. The undersigned agrees that same will not be disclosed to any other person except the legal or financial advisors of the undersigned who may be furnished such information for the purpose of advising the undersigned as to the proposed purchase of the subject company, who in turn will be bound to respect and maintain the confidentiality obligations imposed on the undersigned.

4. The undersigned is aware of the sensitivity of these discussions and that they may affect the employees, customers, suppliers and financiers of said business and agrees that they will refrain from initiating any direct or indirect contact without expressed written approval from the Seller or Meridian Corporation.

5. The undersigned must independently, investigate and verify the information supplied by Meridian Corporation, as well as to independently undertake a careful and diligent research of all aspects of the said business so that a sound evaluation of it may be made by the undersigned.

6. All dealings concerning said Business opportunity will be handled through Meridian Corporation and that the undersigned will not have any direct contact with the Seller or the Business without Meridian’s prior approval.

7. The Seller will be responsible for fees and commission due Meridian Corporation should a sales transaction take place with the undersigned during the 24 month period following the date of this Agreement.

8. The undersigned further agrees that he/she will not knowingly solicit employees, suppliers or customers of the Business for a period of one year from the time that discussions cease, except to the extent that it was already a competitor of the Business and in that case only in the ordinary course of the undersigned’s business and in any event without in any way relying upon or using any information provided by Meridian Corporation, the Seller or the Business.

9. At such time as interest in this matter ceases or negotiations are abandoned, the undersigned agrees that he/she will promptly return all originals and copies of information furnished and destroy all notes and copies made.

10. This Agreement applies to all future discussions, disclosures or negotiations between the undersigned and the Business or its owners or operators, and that all those persons are deemed to be beneficiaries of this Agreement and are fully entitled to enforce it.

Meridian Corporation confirms that it is the exclusive authorized Agent of the Seller acting on the Seller’s behalf. All contacts by prospective purchasers are to be made directly with:

Emil Zendek or Phil Thompson of Meridian Corporation – 1595 16th Avenue, Suite 301, Richmond Hill, Ontario, Canada L4B 3N9. Phone (416) 657-2560 Fax (905) 709–7414

This document may executed and delivered via telefax or .pdf and will be fully enforceable if executed and delivered in that manner.

Confirmation and Acknowledgement

I confirm I have read and all of the above-mentioned disclosure terms and confidentiality obligations and agree to be bound by same.

Signature_________________________________________Date______________________