In connection with the possible acquisition by you (the sender) we (Hughes Properties Inc.) will be furnishing you information regarding the above named business, its financial condition, operations and prospects of the Company. In consideration of obtaining this proprietary information, you agree:

1. All the proprietary information furnished by us or the Company to you will be confidential.

2. Unless we agree otherwise in writing, you will not disclose or reveal any proprietary information for five years from the date to any person(s) or entities(s) other than your employees or representatives who are directly participating in the evaluation of this information for any purpose other than in connection with a proposed acquisition.

3. If you decide that you do not wish to pursue the proposed acquisition, you will advise us of this fact and return to us all proprietary information furnished to you without keeping copies of it.

4. Although you understand that we and the Company have included in this proprietary information certain information which we consider to be relevant for the purpose of your investigation, we do not make any representation or warranty as to its accuracy or completeness.

5. You acknowledge that we represent the Seller.

6. If Hughes Properties is acting as a dual agent REPRESENTING both Buyer (you) and Seller. In a dual situation, the agent has the following affirmative obligations to both parties: a) A fiduciary duty of utmost care, care, integrity, honesty and loyalty in dealings with either the Seller or the Buyer. b) Diligent exercise of reasonable skill and care in performance of the agents duties. c) A duty of honest and fair dealing in good faith. d) A duty to disclose all facts known to the agent materially affecting the value or desirability of the business that are not known to, or within the diligent attention and observation of the parties.

If you are in agreement, please complete this form and indicate your acceptance by signing below.