NDA

CONFIDENTIALITY UNDERTAKING AND AGREEMENT

The undersigned (which includes agents and representatives and collectively called the "Prospective Offeror") has indicated an interest in reviewing confidential information packages and/or other information (ie. Opportunity documents) of Business Number 10048P - Industrial Air Compressors Sale (hereinafter referred to as the "Corporation"), provided by NAI Commercial Real Estate Inc. and/or its representatives on behalf of the Corporation.

The purpose of this letter is to set out the terms on which these information packages and/or other confidential information will be provided.

This Undertaking and Agreement (the "Agreement") applies to all non-public information furnished to the Prospective Offeror together with all analyses, compliance, forecasts, studies or other documents prepared by the Prospective Offeror (including attorneys, accountants, and financial advisors) which contain or otherwise reflect such information (all such information is hereinafter referred to as the "Information").

In consideration of the Corporation furnishing the Prospective Offeror with the Information, the Prospective Offeror undertakes and agrees that:

1. The Information will be provided only within a time period to be determined by the Corporation and subject to such other conditions as may be imposed by the Corporation. If it is agreed that the Prospective Offeror will have access to the Corporation's employees, appropriate arrangements will be made to ensure minimum dislocation and inconvenience to them and to the business of the Corporation. The Corporation shall be entitled to have a representative present at all times while the Prospective Offeror is collecting confidential information from the Corporation.

2. The Information will be kept strictly confidential and shall not, without the prior written consent of the Corporation, be disclosed by the Prospective Offeror in any manner whatsoever, in whole or in part, and shall not be used other than in connection with the evaluation of the possibility of purchasing a disclosed business. The Prospective Offeror agrees to reveal the Information only:

(a) to those who need to know the Information for the purpose described above and who are informed by the Prospective Offeror of the confidential nature of the information and who agree to act in accordance with the terms and conditions of this Agreement; and

(b) to financial institutions which the Prospective Offeror reasonably wishes to approach in order to obtain guidance as to possible financing of such a transaction.

The Prospective Offeror shall be responsible for and shall indemnify and hold NAI Commercial Real Estate Inc. harmless from any damages whatsoever arising out of any breach of this Agreement by the Prospective Offeror or by any parties referred to in clauses 2(a) and 2(b) above.

_____Initial Here

CONFIDENTIALITY UNDERTAKING AND AGREEMENT (continued)

( Business number 10048P - Industrial Air Compressors Sale )

3. Without the prior written consent of the Corporation, and except as required by the law, the Prospective Offeror will not disclose to any person other than the parties approached as contemplated by clauses 2(a) and 2(b), the fact that the Information has been made available to the Prospective Offeror, or that discussions and/or negotiations are taking place or have taken place concerning a possible transaction involving the Prospective Offeror and the Corporation, or any of the terms or conditions or proposed or possible terms and conditions of any such possible transaction.

4. The Prospective Offeror shall keep a record of the written Information furnished. All copies of the Information will be returned to the Corporation immediately upon request by the Corporation. That portion of the Information which consists of analyses, notes, reports, forecasts, studies or other documents prepared by or in the possession of the Prospective Offeror will be held by the Prospective Offeror and kept strictly confidential and subject to the terms and conditions of this Agreement, or shall be destroyed upon request from the Corporation.

5. The term information shall not include such portions of the Information which (i) are or become generally known or available to the public, or (ii) become available to the Prospective Offeror on a non-confidential basis from a source other than the corporation.

6. Without the prior written consent of the Corporation, the Prospective Offeror will not for a period of two years from the date of this Agreement directly or indirectly solicit or accept for employment any person who is now employed by the Corporation and who is identified as a result of any investigation of the Corporation.

7. This Agreement shall be in full force and effect for a period commencing on the date hereof and expiring on the second anniversary of the date hereof.

If there is more than one undersigned to this letter, they may execute separate counterparts of this letter which will then have effect as if all signatures were contained on the same copy, and the obligations herein shall be joint and several.

This Undertaking and Agreement executed by the Prospective Offeror, and their agent(s) if applicable, for the benefit of the Corporation on this day:

Signature _______________________ ( Print Name) _________________________

(agent)

BUYER INFORMATION FORM - Private and Confidential

Name: ________________________ Address: ________________________

City: ___________________ State / Prov.: ______________ Zip / Postal code: _________

Res. Ph: _______________ Bus. Ph: _______________ Fax: _______________

E-mail: _______________________

A) Describe any active business(es), if any, that you (the Buyer) now own, or have previously owned, or businesses in which you are, or have been, a partner.

_____________________________________________________________________________________________________________________________

B) Describe your Current Employer and your duties, general work experience, and/or formal vocational/business training,

______________________________________________________________________________________________________________________________

C) Personal Net Worth

under $200,000 ___ $200 to $400,000 ___ $400 to $600,000 ___ $600 to $800,000 ___ over $800,000 ___

D) Cash to Invest:

under $100,000 ___ $100 to $300,000 ___ $300 to $500,000 ___ $500 to $700,000 ___ over $700,000 ___

Describe your interest in this Acquisition Opportunity:

active owner/operator_____ financial backer to family/friend_____ agent for Buyer****_____

**** if you are agent for a buyer, then the buyer must complete this form, and both the buyer and the agent must sign this form and the Confidentiality Agreement. The agent agrees that he will not present any information whatsoever on this acquisition opportunity to any person other than the buyer described herein without the express prior written consent of the Vendor or the Vendor's agent.

The forgoing information is furnished for the purpose of evaluating the financial ability of the buyer to purchase the business being sold by the Vendor, and is hereby certified to be true and correct. I hereby authorize the release of any and all information contained herein to the Vendor only, and to no other party.

Dated :

Signature ____________________ ( Print Name) ______________________________

Signature _____________________ ( Print Name) _______________________________ (agent)

Customer Status Disclosure Acknowledgment

Members of the Canadian Real Estate Association are required to abide by a strict Code of Ethics and Standards of Business Practices, which serves to protect the buying and selling public alike. One of the ethical obligations embodied in the Code requires that REALTORS® disclose who they are representing (or not representing) in a real estate transaction:

A REALTOR® shall fully disclose in writing to, and is advised to seek written acknowledgment from, his or her Clients and those Customers who are not represented by other industry members regarding the role and nature of the service the REALTOR® will be providing. This disclosure shall be made at the earliest possible opportunity and in any event prior to the REALTOR® providing professional services which go beyond providing information as a result of incidental contact by a consumer.

Agency/Client Relationship

A REALTOR® representing a client in a real estate transaction works within a legal relationship called agency. As an agent, the REALTOR® owes the client a number of duties including loyalty, obedience of lawful instructions of the client, confidentiality, reasonable care and skill in performing the tasks required, accounting of all money received, full disclosure of all relevant information known by the REALTOR®, and non-delegation of responsibilities. The client, on the other hand, owes the agent a duty of reasonable compensation for the services rendered.

Customer

A party may choose to represent him/herself in a real estate transaction. A party representing him/herself (either as a buyer or a seller) is referred to as a third party to the client, and a customer to the REALTOR® representing the client. Unless otherwise expressly agreed to in writing, the customer is not expected to pay the REALTOR® any compensation. On the other hand, the customer does not have the protection of the duties which a client in an agency relationship receives from his/her agent. Notwithstanding the foregoing, a REALTOR® assisting a customer has to be honest and use reasonable care to ensure the accuracy of all information provided to the customer.

Disclaimer

Notwithstanding the foregoing, Patrick Preston, (the “Associate”) and NAI Commercial Real Estate Inc., (the “Brokerage”) are not accountants or business consultants, nor do we express any expertise whatsoever in these areas. All information given to the Customer has been provided or excerpted directly from information provided by the Seller, his accountants, and/or other advisors. Neither the Associate or the Brokerage has undertaken any review or verification of any information given to the Customer with regard to the Business Interest and we offer no opinions whatsoever as to its validity. Prospective buyers are expected to review all information provided with their appropriate professional advisors before accepting and/or acting on any such information.

Acknowledgment

Having read and understood this form, I/we acknowledge that NAI Commercial Real Estate Inc., (the “Brokerage”) and/or its Associates have disclosed that they are representing the Seller (the “Client”) in the purchase/sale of a business interest known as :

( Business number 10048P - Industrial Air Compressors Sale )

and is not acting on my behalf.

I further acknowledge that my status in the above transaction is that of a customer.

DATED at ___________________ on the ________ day of ____________________________, __________.

________________________________________ ______________________________________________

Customer Name Customer Signature