Date:-_______________

Confidentiality Agreement

Dear Mr. ______:

In connection with your possible interest in purchasing XYZ, Inc., an Illinois corporation (the "Company") or an interest in the Company, the Company will furnish you with certain materials including information concerning the Company, the financial status of the Company, and Company customers which is either non-public, confidential or proprietary in nature. Such information, in any form whatsoever, oral, written or otherwise, in whole or in part, together with analyses, compilations, studies or other documents prepared by you, your employees or your agents (including all persons acting on your behalf or at your direction) (collectively "Your Representatives") which contain or otherwise reflect or are generated from such information or your review of, or interest in the Company is referred to as the "Information". Notwithstanding the foregoing, Information shall not include any information which: (i) is or becomes generally available to the public other than as a result of a disclosure by you, Your Representatives or any person to whom you have disclosed Information; or (ii) is or becomes available to you on a non-confidential basis by a third party who is not bound by a Confidentiality statement with the Company.

          In consideration of the Company furnishing you with Information, you agree that:

1.

2.        .................and who shall have previously agreed in writing to be bound by the terms and conditions of this confidentiality agreement. In any event, Your Representatives shall be bound by this Simple non disclosure agreement and you shall be responsible for any breach of this confidentiality agreement by Your Representatives.

3.         You shall keep, and .................. in Simple nondisclosure agreement or destroyed, with such destruction certified to the Company in writing by one of your authorized representatives.

4.         In the event that you or anyone to whom you transmit the Information becomes legally compelled to disclose any of the Information, you will provide the Company with prompt notice thereof prior to disclosure so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of Simple non-disclosure agreement.

5.        You on behalf of yourself and Your Representatives acknowledge that ..etc....

6.         You on behalf of yourself and Your Representatives acknowledge that the Company will not have an adequate remedy at law for violation of Simple Confidentiality agreement and ........etc..

7.

8.         Any Information disclosed to you and Your Representatives prior to the date of Confidentiality statement shall be subject to the terms of this Simple non disclosure agreement.

Please have your authorized representative execute, date and return the duplicate original of this letter agreement to evidence your agreement with its contents.

                                                                                                                Very truly yours,

                                                                                                                 XYZ, Inc.

                                                                                                                                                      By:________________

                                                                                                                                                     Its:________________

ACCEPTED AND AGREED TO

the ____ day of _______, 2009: