NON-DISCLOSURE AGREEMENT

Proposed acquisition of:

RECRUITMENT AGENCY - ROCKHAMPTON

Further to our enquiry about the above company and/or business, we request the available
material and information be provided by Acquisiti Pty Ltd (“Acquisiti”) on behalf of the vendor
to us upon the following terms and conditions:

1 We will not disclose to any person that this business is available for sale.

2. We agree that the material and information (in whatever form provided or stored)
provided by Acquisiti and also any information made available by or on behalf of the
vendor (“Information”) is the property of the vendor and is confidential and that
extracts will not be taken from it, nor copies made of it other than for the use of
persons bound by this agreement nor will any part of the Information be disclosed to
any person without your prior consent.

3. We understand that the Information may be made available only to those persons
within the company(ies) named below and its (their) related bodies corporate whose
involvement is essential for us to investigate and arrive at a decision on investment in
the vendor’s business (“permitted purpose”) and to our financial and legal advisors.
We undertake to ensure that all information disclosed to those persons or our
financial or legal advisors is maintained by them in strictest confidence and not
disclosed and is not used for any purpose other than the permitted purpose. We too
will only use the Information for the permitted purpose.

4. We agree that the obligation to maintain the confidentiality of the Information shall
continue until it properly becomes part of the public domain or until we purchase the
business and then only to the extent permitted by the contract of sale.

5. We also agree, if the proposed acquisition does not proceed, to return the Information
and all copies and extracts thereof, together with all notes and summaries derived
from the Information (“Notes”) to you and to maintain the confidentiality undertakings
of this agreement.

6. We further undertake to take all reasonable steps and do all things as may be
reasonably necessary or prudent to safeguard the confidentiality of the Information
and the Notes.

7. We understand that Acquisiti will earn a fee from the vendor of the business and we
will not act in any way to prejudice that arrangement.
8. Except as may be agreed in writing between the vendor and us:

(a) neither Acquisiti nor the vendor makes or gives any representation or warranty
that the Information is or will be complete or accurate or that it has been audited
or independently verified;
(b) neither Acquisiti nor the vendor is obliged to update the Information or provide
any further information if either of them becomes aware of any change,
incompleteness or inaccuracy therein;
(c) to the extent the information contains forecasts of operations, we acknowledge
that actual future operations may vary significantly from forecasts, that we will
make our own investigations regarding the assumptions, uncertainties and
contingencies which may affect the future operations of the vendor’s business
and the impact that a variation in future outcomes may have on the future
operations of that business and accordingly, we further acknowledge that no
representation has been or will be made to us that any forecasts contained in the
Information will be achieved.

We agree that we will not rely on the Information or Notes.

9. We shall not approach or cause to be approached:

(a) any of the staff of or any person associated with the vendor’s business; or
(b) any suppliers or customers of the vendor’s business (however, this will not
preclude us from approaching suppliers or customers of the vendor’s business
who are at the time of agreement already suppliers or customers to or of us,
provided such approach is for the purpose of ordinary course dealing only and in
no way relates to the vendor’s business or its possible sale),

without approval beforehand in writing from Acquisiti or the vendor.

10. We understand that a breach of the above terms and conditions may result in
damage to the vendor’s business and financial loss to the vendor, principals of the
vendor, and damages sustained by and loss of reputation of Acquisiti. The vendor and
Acquisiti are entitled to injunctive relief to halt breach and may jointly or severally
seek compensation for such loss.

Acceptance

Name: _________________________________________________________

Title: _________________________________________________________

Company: ___________________________________________________

Signature: _______________________________ Date: _______________