EXHIBIT B

SAMPLE CONFIDENTIALITY AGREEEMENT

(This sample letter must be customized to individual situations)

ABC Company

Address

City, State Zip

Gentlemen:

This Confidentiality Agreement will confirm the mutual understandings of the undersigned

1                    Information means the Confidential Business Review and all data, reports, records or materials obtained from the seller which is not in the public domain including the name, address and type of business of the seller and the knowledge that the seller is considering sale.

2                    The information is being furnished solely in connection with the consideration of the seller and shall be treated as secret and confidential and no portion of it shall be disclosed to others except to those employees and agents of the undersigned whose knowledge of the information is required for use to evaluate the seller as a potential acquisition and who shall assume the same obligations as the undersigned under this Agreement.

3                    It is understood that the seller’s rights are being protected and may enforce the terms of this Confidentiality Agreement.

4                    All information furnished shall be promptly returned or destroyed should there be no interest in the seller as an acquisition, or otherwise disposed of as directed by seller.

5                    It is understood that the seller has made every effort to ensure that the information provided is accurate, however, any and all representations and warranties shall be set forth in a signed acquisition agreement or purchase contract and then be subject to the provision thereof.

6                    The undersigned acknowledges the responsibility to perform a due diligence review at his own cost and expense prior to any acquisition of a seller.

ACCEPTED BY_______________________________________________________

Signature _______________________________________ Date ________________

                        (Authorized Representative)