The business of our Company involves valuable, confidential, and proprietary data and information of various kinds. Such data and information, called "Trade Secrets," concern:

• The names of Company customers and the nature of the Company's relationships (e.g., types and amounts of products acquired from the Company) with such customers;

• The Company's various computer systems and programs;

• Techniques, developments, improvements, inventions, and processes that are, or may be, produced in the course of the Company's operations; and

• Any other information not generally known concerning the Company or its operations, products, suppliers, markets, sales, costs, profits, customer needs and lists, or other information acquired, disclosed, or made known to Employees or agents while in the employ of the Company, which, if used or disclosed, could adversely affect the Company's business or give competitors an advantage.

Since it would harm our Company if any of our Trade Secrets were known to our competitors, it is the Company's policy that:

1. No Employee should, during or after his/her employment with the Company, use any Trade Secrets for his/her benefit, or disclose to any person, business, or corporation any Trade Secrets without the prior written consent of the Company.

2. Every Employee shall render exclusive and full-time services and devote his/her best efforts toward the performance of assigned duties and responsibilities (which may be changed at any time).

3. Every Employee should refrain from engaging directly or indirectly in any activity that may compete with, or result in a conflict of interest with the Company or that is not likely to be in the Company's best interests.

4. Every Employee should fully and completely disclose to the Company any inventions, ideas, works of authorship, and other Trade Secrets made, developed, and/or conceived by him/her alone or jointly with others, arising out of, or relating to, employment at the Company. All such inventions, ideas, works of authorship, copyrights, and other Trade Secrets shall be the sole property of the Company. The Employee agrees to execute and deliver to the Company such assignments, documents, agreements, or instruments which the Company may require from time to time to evidence its ownership of the results and proceeds of the Employee's services and creations.

5. The Employee understands that he/she owes the highest duty of loyalty with respect to his/her duties. This means that he/she will, among other things, maintain a constant vigil over Company property, never make secret profits at the Company's expense (e.g., service customers of the Company but bill them for personal benefit, or receive kickbacks or special favors from customers, etc.), dress in a proper fashion, not use drugs or alcohol while on the job, and maintain a personal or Company automobile in good condition, together with a valid driver's license.

6. Every Employee shall avoid discussing any matter of a confidential nature, or which constitutes a Trade Secret, with any competitor or its employees. This includes discussions regarding customers, pricing, and policies. The Employee is reminded that any such discussions may cause the Company and the Employee personally to have violated anti-trust laws, including the Sherman and Clayton Acts. Sanctions of up to three (3) years imprisonment and fines up to $100,000 have been imposed on those who violate such laws.

7. Upon termination of employment, or at any time the Company may request, every Employee shall promptly return to the Company all memoranda, notes, records, reports, technical manuals, and other documents (and all copies thereof) in his/her possession, custody, or control relating to Trade Secrets, all of which written materials, and other things shall be and remain the sole property of the Company. The failure to comply with this request shall be grounds for immediate dismissal. In addition, the Company shall not be obligated in any way to pay any severance upon termination to any Employee who fails to comply with the provisions of this paragraph specifically, and this memo generally.

8. Every Employee agrees to comply with the rules, regulations, policies, and procedures of the Company faithfully and to the best of his/her abilities. The Employee understands that the breach of any covenant contained herein may constitute substantial and irreparable harm to the Company, and the Company may seek injunctive relief and other relief which it deems necessary and appropriate under the circumstances to protect its rights and the Employee shall pay all reasonable attorney fees, costs, and expenses incurred by the Company in the enforcement of any such action.

I [name of Employee] have received and read a copy of this Trade Secrets and Confidential Information Policy statement, understand all of its terms and agree to be bound by the provisions contained therein.