Non-Disclosure Agreement.

This Agreement is entered into between the Receiving Party (the qualified buyer) and Broker Venezuela acting on behalf of the Disclosing Party (the seller), for the sole purpose of evaluating a potential acquisition of the business identified in the cover note (the 'Opportunity').

'Confidential Information' means all non-public information disclosed in connection with the Opportunity, including the identity of the seller, financial statements, customer and supplier lists, contracts, intellectual property, personnel data and the existence of the discussions themselves.

The Receiving Party shall: (i) keep the Confidential Information strictly confidential; (ii) use it solely for the Purpose; (iii) limit access to personnel and advisors on a need-to-know basis, each bound by equivalent confidentiality obligations; and (iv) protect it with at least the same care it applies to its own confidential information.

For twenty-four (24) months from the date hereof, the Receiving Party shall not directly or indirectly contact, solicit, employ or transact with the seller, its shareholders, employees, customers or suppliers in respect of the Opportunity, otherwise than through Broker Venezuela.

Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

Confidentiality obligations survive for five (5) years from the date hereof. The Agreement is governed by the laws of the Bolivarian Republic of Venezuela. The parties acknowledge that monetary damages alone may be inadequate for breach and consent to injunctive relief in addition to any other remedies available at law.