NDA and Buyer Profile

In order to induce PGP Advisory Services, LLC. ("Broker") as the agent of a seller(s) to furnish information about the "Business" described above (as used herein, "Business" DOES NOT INCLUDE AND IS NOT INTENDED TO INCLUDE FRANCHISES, LICENSES, DISTRIBUTORSHIPS OR ANY OTHER BUSINESS OPPORTUNITIES THAT ARE NOT EXISTING BUSINESSES, AND BROKER IS NOT A SELLER OF SAME AND DOES NOT REPRESENT ANY SELLERS OF SAME) so that the undersigned Buyer may determine if Buyer is interested in considering purchasing the Business upon such terms as may be negotiated, Buyer agrees, represents and warrants to Broker and to Seller as follows (as used herein, "Buyer" shall mean the undersigned individually, and as a member of a partnership, an agent, owner, officer, manager, or director of an entity, or as agent, consultant or advisor or any similar capacity for or to any business entity or affiliate of Buyer):

1. Buyer understands that Broker is the agent of the Seller(s) of the Business described above and that Broker's duties, loyalties and faithfulness are owed to the Seller, and Broker must inform the Seller of all important information Broker knows which might affect Seller's decisions concerning the sale of the Business. Buyer further acknowledges that if the outright sale of any real property is involved in any purchase, Buyer should have the abstract covering the property examined by an attorney of Buyer's own selection and/or that Buyer should be furnished with or obtain a policy of title insurance.

2. Buyer represents and warrants to Broker that the information furnished by Broker Group to Buyer has not been made available to Buyer by any other person or legal entity. As used herein, "Broker Group" shall mean Broker and its agents, employees, officers, directors, owners, co-brokers, representatives, independent contractors and affiliates. Buyer acknowledges that all information is being furnished only upon the terms described herein based upon Buyer's representations and warranties herein. Buyer further acknowledges and warrants that all information furnished will not be disclosed to any other person, except Buyer's accountant, lawyer and consultants who may be furnished such information solely for the purpose of advising Buyer as to the structure of any proposed purchase of the Business and Buyer accepts full responsibility for assuring full compliance with all provisions of this Agreement by any third party to which Buyer discloses any such information and for any harm to the Seller or to Broker from any breach of this Agreement. Buyer hereby releases, indemnifies and holds harmless Broker Group and Seller from any and all claims or actions arising from Buyer's acts or failures to act in pursuing the possible purchase of the Business, including, without limitation, reasonable attorney's fees and other expenses incurred by any of them.

3. Buyer represents that Buyer has sufficient financial resources to purchase this Business upon the terms and conditions set forth herein. Buyer agrees to provide, upon request by Broker or Seller, financial statements, references or other information evidencing such financial capacity.

4. Buyer agrees to hold all information furnished concerning the Business or any other business in strict confidence and not to introduce himself/itself to any Seller or Seller's employees, customers, suppliers or agents (nor will Buyer assist or promote in any way anyone else with any form of introduction) without prior written consent of Broker and should Buyer, upon examination choose not to proceed further in an acquisition, Buyer agrees to promptly return to Broker (without reproduction in whole or in part) all documentation tendered to Buyer by Broker Group or by Seller and to destroy any data copy of such information.

5. Buyer covenants and agrees that, except with the written consent of Seller, Buyer shall not enter into and/or engage in competition with Seller in the business of developing, engineering, designing, manufacturing, promoting, marketing, leasing or selling Seller's products or services as an individual, partner, employee or agent for any person or entity, or as an officer, director, shareholder or otherwise, including, but not limited to, using information, data, methods or processes revealed, discussed, demonstrated or portrayed by Seller or Broker Group, or their agents, representatives or independent contractors directly or indirectly, within the existing marketing area of Seller for a period of two (2) years after the date hereof.

6. Buyer acknowledges and understands that any information tendered by Broker Group or Seller(s) is received subject to change, error, or withdrawal of offering without notice. Buyer acknowledges and agrees that Broker Group has made no independent investigation or verification of information or material furnished to Buyer and that Broker Group shall not be liable or accountable for its accuracy and that no representation is made with respect to such information as any and all representations and warranties concerning such information shall be made solely by the Seller in a signed sale agreement and then be subject to the provisions thereof. Further, Buyer hereby expressly releases, discharges, and holds harmless Broker Group from any and all responsibility and/or liability in connection with the integrity of such information or for any action Buyer may take with regard to this Business and Buyer hereby accepts sole and final responsibility for the evaluation of such information or material, or physical or other assets of the Business whether furnished by Broker Group, by Seller or Seller's representatives. Buyer further accepts sole and final responsibility for any price offers made by Buyer. Buyer acknowledges that it is the Buyer's responsibility to perform a due diligence concerning all information tendered and the Business at Buyer's own cost and expense prior to any acquisition.

7. Buyer understands and agrees that Broker Group WILL NOT PROVIDE ANY LEGAL, ACCOUNTING OR TAX ADVICE to Buyer and will NOT provide any related services to Buyer acting as licensed attorneys, accountants or tax advisors. Buyer further acknowledges and agrees that the Independent Contractor shown below, if any, is not an employee or representative of Broker and has no authority to commit or to bind Broker on any matter.

8. All representations and agreements of Buyer made in this Agreement shall cover any additional information furnished to Buyer by Broker Group as to the above described Business or any other business, whether such information is furnished orally or in writing and it shall not be necessary for the undersigned to execute any additional agreements to that effect.

9. Buyer represents and warrants that Buyer will not, for a period of two (2) years from today's date, enter into any agreement (herein defined as an offer to purchase, a letter of intent or any similar document) for the optioning, lease, exchange, or purchase of the Business (or any related business), its capital stock or assets, or any portion thereof, either as an individual, member of a partnership, officer, director, employee or owner of any entity, or in any other capacity (nor will Buyer assist or promote in any way anyone else entering into such an agreement) unless said agreement contains a provision wherein the parties thereto acknowledge that Broker Group is the only person or legal entity entitled to the Professional Service Fee (herein called "Fee") based on the total sales price or minimum Fee as originally agreed upon by Seller (The Fee shall be made known, upon request by Buyer, when an offer to purchase, or similar purchaser agreement, is made by Buyer). Further, if said purchase agreement does not provide for the payment of said Fee to Broker by Seller, or if Fee is not paid by Seller, Buyer agrees to be liable for and pay the Fee on demand without any obligation of Broker's part to first exhaust remedies against Seller. To ensure the collection of its compensation, Buyer hereby grants Broker a security interest in and to all the Business assets which may be acquired by Buyer in violation of this Agreement along with all additions and accessions thereto and the proceeds thereof.

10. Buyer acknowledges and understands that as used herein the term sales price (or purchase price) shall mean any and all amounts of money or other consideration paid or conveyed to Seller (or retained by Seller) or for Seller's benefit, including without limitation, cash, stock, notes, real property, leases, lines of credit, loans, contingent payments (e.g., license agreements, royalty agreements, payments based on future sales or profits, etc.), employment or management contracts, consulting and non-compete agreements, option agreements, capital investments, assumption or discharge or relief of personal guarantees, all liabilities and/or other obligations included with the sale, retained by the Business or assumed by Buyer, value of assets retained by Seller that were included in the Listing Sale Price and/or any combination of these or other considerations.

11. Buyer acknowledges and agrees that the performance under and all sums due pursuant to this Agreement shall be in Bexar County, Texas and shall be governed by the laws of the State of Texas. The parties agree that any controversies regarding this Agreement shall be most conveniently and economically resolved in Texas and therefore, the parties submit to jurisdiction in Texas, agree that any claim or action brought for enforcement, interpretation or damages in any way relating to this Agreement shall be brought only in Texas and agree to forbear from filing claims in any other jurisdiction.

12. This Agreement shall be binding upon Buyer, Buyer's heirs, executors, assigns, administrators, successors or representatives. If any provision of this Agreement shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall remain in full force and effect as if such invalid, void or unenforceable provision had not been contained herein.

13. The parties agree that any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules; and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Expenses of arbitration shall be borne by the parties in such proportions as the arbitrator(s) shall decide. The arbitrator's sole authority shall be to interpret and/or apply the provisions of this Agreement; the arbitrator(s) shall have no authority to change or modify any provision of this Agreement. The arbitrator shall enter a default judgment against (i) any party who fails to participate in the arbitration proceedings, or (ii) any party who fails to pay any administrative or arbitration expense after having been given seven (7) days' notice and opportunity to cure such default.

14. This Agreement sets forth the entire agreement and understanding between Buyer and Broker and cannot be modified, amended, supplemented or rescinded except with written consent of Buyer and an officer of Broker. Buyer and Broker hereby agree that a facsimile or scanned signed copy of this Agreement will be deemed an original for all purposes, and each party hereby waives the necessity of providing the original copy of this Agreement to bind the other.

The undersigned prospective purchaser(s) acknowledge receipt of confidential information about the businesses listed below and hereby acknowledge and agree to the following:

1) To retain in strict confidence this information and not to reproduce or divulge said information to others except to secure their advice and counsel,

2) To disclose any current ownership in a potentially competitive business,

3) Not to use this information to go into competition with said businesses,

4) Not to discuss these business offering(s) with any employee of these businesses without the express approval of the business owner,

5) To conduct all further inquires regarding these businesses through the office of PGP Advisory Services which I/we acknowledge to be the agency first providing such information to the undersigned,

6) That PGP Advisory Services is the agent of these business owners who have agreed to pay the brokerage fee should the undersigned buy, lease or rent the premises, or enter into an employee/management agreement with these owners,

7) Not to deal directly with these business owners so that the owners' obligation to pay the brokerage fee is circumvented and liability therefore transferred to purchaser.