NON DISCLOSURE & COMMISSION AGREEMENT

This Agreement is made this ____________ day of _________. 199 _____ Between " Intermediary" herein after referred to as Business Broker and ___________________________________________________________________________________________ herein after referred to as Buyer.

Whereas that Said Business Broker agrees to produce a prospective Business situated in the general area of ________________________________ Particularly described as follows, to wit: ____________________________________________

Now in consideration, Buyer(s) agrees to pay Business Broker a retainer fee of $ _____________ as compensation for initial professional counseling, consultation and research, Said fee is non-refundable, but shall be credited against the Business Brokers Fee. In consideration of this agreement to endeavor to procure a business for Buyer, he hereby engages Business Broker as his exclusive intermediary for a term of one year from this date. After the expiration date of this agreement, intermediary's authority shall continues for those negotiations pending at time of such expiration, or with any business that has been presented to him by the Business Broker.

Buyer will pay a commission in cash a certain percentage of the Sale Price of said business or related business. Such percentage to be on a scale as follows: From $10,000 to $300,000 10% from $300,000 to $600,000 8% from $600,000 to $1,000,000 5% and from $1,000,000 to $5,000,000 3% from $5,000,000 and higher 2%. But in no event will the commission be less then $5,000 of the purchase price of any business that has been presented and purchased. Commission to be due and payable at settlement to Business Broker. In the event the Seller pays a fee under a listing agreement. Business Broker, is entitled and has agreed to receive any portion thereof, that portion shall be credited against the obligation of Buyer herein.

Buyer also agrees that they will not discuss or disclose to any third party that the described Business may be for sale. Buyer further agrees not to disclose any facts learned about the business to third parties except to their attorney, accountant, banker or other professionals giving opinion on business.

In the event of a breach of agreement to purchase the business herein on part of the Buyer or Seller, resulting in the forfeiture of moneys paid as liquidated damages, the Business Broker is hereby authorized to retain one - half of amount so forfeited, not exceeding however, the amount of commission due the Business Broker.

The Buyer agrees to indemnify the Business Broker from any damages occurring to the Seller or Buyer as a result of any act in opposition to the intent of this agreement. Business Broker has not verified any of the information supplied and is not responsible for accuracy or omission of same.

This Agreement shall be binding upon the undersigned Buyers, administrators and assigns. The undersigned have carefully read and consider the within agreement and hereby acknowledge receipt of a copy of the agreement.

__________________________________________ Date ______________ 19_____

Buyer

__________________________________________ Date _____________ 19 _____

Buyer

__________________________________________ Date _____________ 19 _____

Business Broker

(717) 728-4409 (717) 726-1216 Fax