Mutual Non-Disclosure Agreement

The parties, Foxen Holdings, Inc. and the company identified in the field below desire to participate in discussions regarding a potential business opportunity and/or transaction (the "Transaction") and, in connection with such discussions, will be sharing certain Confidential Information (as defined below).

The parties desire to protect and preserve the confidential and proprietary nature of the Confidential Information and the fact that the parties are discussing a potential Transaction.

A party providing Confidential Information to the other party is referred to in this Agreement as the "Disclosing Party," while the party receiving Confidential Information from the other party is referred to as the "Receiving Party."

Therefore, the parties agree as follows:

1. Definition of Confidential Information

(a) For purposes of this Agreement, "Confidential Information" means any data or information that is proprietary to the Disclosing Party and not generally known to the public, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through Disclosing Party's efforts, and that Disclosing Party regards all of its Confidential Information as trade secrets. Confidential Information also includes the fact that the parties are discussing a potential Transaction.

(b) Confidential Information does not include information that (i) was lawfully possessed, as evidenced by the Receiving Party's records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (ii) becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; (iii) is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Agreement; (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 of this Agreement will apply prior to any disclosure being made; and (v) is or has been independently developed by employees, consultants, or agents of the Receiving Party without violation of the terms of this Agreement without reference or access to any Confidential Information.

2. Disclosure of Confidential Information

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will:

(a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively "Representatives") who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose;

(b) advise its Representatives of the proprietary nature of the Confidential Information, the obligations set forth in this Agreement, and that by receiving such Confidential Information, the Representatives are agreeing to be bound by this Agreement;

(c) keep all Confidential Information confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and

(d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).

3. Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.

4. Compelled Disclosure of Confidential Information

In the event that the Receiving Party and/or its Representatives are requested or required to disclose any of the Disclosing Party's Confidential Information in an investigatory, legal, regulatory or administrative proceeding, the Receiving Party shall, unless legally prohibited therefrom, provide the Disclosing Party with prompt written notice thereof so that the Disclosing Party may, in its discretion, seek a protective order or other appropriate remedy. The Receiving Party agrees to consult and cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

5. Term

This Agreement shall remain in effect for a two-year term, subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year. Notwithstanding the foregoing, the Receiving Party's duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.

6. Remedies

The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement by the Receiving Party or its Representatives and that in addition to all other remedies which may be available, the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach.

7. Return of Confidential Information

The Receiving Party shall return to the Disclosing Party upon demand any and all tangible materials and documents constituting Confidential Information and entrusted to it by the Disclosing Party pursuant to this Agreement (including any and all tangible copies, abstracts, compilations or analyses thereof and memoranda related thereto) or shall destroy all such Confidential Information and provide a certificate of destruction to the Disclosing Party signed by the Receiving Party. The Receiving Party further agrees that neither it nor any Representative will copy in whole or in part any such Confidential Information without the written consent of the Disclosing Party, except for the sole use of its Representatives in carrying out their evaluation of a possible business Transaction with the Disclosing Party. Notwithstanding the foregoing provisions of this paragraph to the contrary, the Receiving Party may retain a copy of any Confidential Information solely to the extent necessary to meet legal or regulatory requirements or as created pursuant to automatic archiving and back up procedures, provided that any such retained Confidential Information shall remain subject to the obligations of confidentiality for the term of this Agreement.

8. No Binding Agreement for Transaction

The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in such transaction documents, this Agreement shall control.

9. Warranty

The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party. The only information that will have any legal effect will be specifically represented in a definitive written agreement. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose.

10. Miscellaneous

(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.

(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Ohio applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Franklin County, Ohio shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to, the terms of this Agreement.

(c) Any failure by either party to enforce the other party's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.

(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph).

(f) This Agreement may not be assigned by either party without the prior written consent of the other party, with such consent not to be unreasonably withheld, delayed or conditioned. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.

(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.