THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is by and between New Colony Group, Inc. ("NCG") and the Reviewer indicating his prior acceptance below..

Reviewer has requested information concerning NCG. The Company is prepared to make available to Reviewer certain information concerning NCG. As a condition to such information being furnished to Reviewer and/or its directors, officers, employees, affiliates, agents, auditors or advisors, including without limitation, attorneys, accountants, and/or consultants (such directors, officers, employees, affiliates, agents, auditors and advisors are herein collectively referred to as "Representatives") Reviewer agrees to treat any and all information (whether written or oral) concerning NCG that is furnished (whether before or after the date hereof) to Reviewer or its Representatives by or on behalf of NCG (the "Confidential Information") in accordance with the provisions of this Agreement.

The term "Confidential Information" also shall be deemed to include all notes, analyses, compilations, forecasts, studies, interpretations or other documents prepared by Reviewer that contain, reflect or are based upon, in whole or in part, the information furnished to Reviewer or its Representatives pursuant to the terms of this Agreement. The term Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by Reviewer or its Representatives, (ii) becomes available to Reviewer on a non-confidential basis from a source other than NCG or its Representatives, provided that such source is not known by Reviewer after a due inquiry from such source to be bound by any legal, contractual, fiduciary or other obligation of confidentiality to NCG with respect to such information, or (iii) was known by Reviewer prior to its disclosure by NCG or its Representatives.

Reviewer hereby agrees that (i) the Confidential Information will he used for the purpose of evaluating a potential business relationship with NCG by Reviewer, on Reviewer's own behalf and not as an agent, representative or broker of any undisclosed party, (ii) Reviewer will not disclose any of the Confidential Information to any person or entity in any manner whatsoever, (iii) the Confidential Information shall not be used by Reviewer or its Representatives, directly or indirectly, in any way that is detrimental to NCG or to compete with NCG at this time or at any time in the future, (iv) Reviewer will not, without the prior written consent of NCG, disclose to any person or entity the fact that the Confidential Information has been made available, or that Reviewer is considering a business relationship with NCG or that discussions or negotiations are taking or have taken place concerning NCG or any term, condition or other fact relating to NCG or such discussions or negotiations, including, without limitation, the status thereof, and (v) Reviewer will not use any Information other than in connection with a possible business relationship involving NCG; provided, however, that any of such information may be disclosed by Reviewer (A) to its Representatives, so long as written consent is obtained from NCG by the Reviewer prior to such disclosures and so long as such Representatives are provided with a copy of this Agreement and agree to be bound by its terms, (B) in order to comply with any law, order, regulation or ruling applicable to Reviewer and (C) to government agencies, regulatory bodies or representatives thereof, courts or pursuant to legal process. Reviewer will cause its representatives to observe the terms of this Agreement, will be responsible for any breach of this Agreement by any of its Representatives and will take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure of the Confidential Information. The term "person or entity" as used in this Agreement shall be broadly interpreted to include, without limitation, any individual, corporation, company, association, or partnership.

In the event that Reviewer is requested or required (by oral question, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other process) to disclose any of the Confidential Information, Reviewer shall (i) provide NCG with notice of the existence, terms and circumstances surrounding any such request or requirement as soon as practicab1e, and, at NCG's request and expense, to seek or help NCG seek a protective order or other appropriate assurance that confidential treatment will be accorded to such portions of the disclosed Confidential Information which NCG so designates, (ii) consult with NCG on the advisability of taking legally available steps to resist or narrow such requirements, (iii) disclose only that portion of the Confidential Information which Reviewer is advised by its counsel is legally required, and (iv) prior to disclosing such material, request that confidential treatment be accorded such information.

If Reviewer determines not to proceed with a business relationship with NCG, Reviewer will promptly inform NCG of that decision and, in that case, and at any other time upon request of NCG, Reviewer will promptly deliver to NCG at Reviewer's own expense all copies of the Confidential Information in possession of Reviewer or its Representatives and any other written material containing or reflecting any information (whether prepared by NCG, Reviewer or its Representatives) and will not retain, in whole or in part, any copies, extracts or other reproductions of such written material. All documents, memoranda, notes and other writings whatsoever prepared by Reviewer or its Representatives based on the Confidential Information shall be destroyed, and Reviewer will confirm such destruction to NCG in writing. Any oral information will continue to be subject to the terms of this Agreement.

Reviewer acknowledges and agrees that NCG does not and will not make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Although NCG has endeavored to include in the Confidential Information, information known to NCG which it believes to be relevant for the purpose of Reviewer's investigation, Reviewer understands that, except as may otherwise be agreed in writing, NCG does not make any representation or warranty as to the accuracy or completeness of the Confidential Information. Reviewer agrees that neither NCG nor any of its Representatives shall, absent fraud, have any liability under this Confidentiality Agreement to Reviewer resulting from the use of the Confidential Information by Reviewer.

Reviewer agrees to be responsible for any breach of this Agreement and hereby agrees to indemnify and hold NCG harmless from and against any and all suits, claims, demands, causes of action, damages, consequential damages, losses, costs and expenses of any kind (including, without limitation, fines and penalties and reasonable attorney's fees and disbursements) whether known or unknown arising out of any breach of this Agreement or any obligation under this Agreement by Reviewer or its Representatives. In addition, Reviewer acknowledges that money damages and other remedies at law may be inadequate to protect against any actual or threatened breach of this Agreement by Reviewer and/or its Representatives, and, without prejudice to any other rights and remedies otherwise available to NCG, Reviewer agrees to the granting of a specific performance and injunctive or other equitable relief in NCG's favor without proof of actual damages. Such remedy shall not be deemed to be the exclusive remedy for Reviewer's or its Representatives' breach of this Agreement, but shall be in addition to all other remedies available to NCG at law or equity.

Reviewer agrees that no failure or delay by NCG in exercising any right, power or privilege hereunder will operate as a waiver thereof; nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and assigns, and no modifications of this Agreement or waiver of the terms and conditions hereof will be binding upon Reviewer or NCG, unless approved in writing by each of Reviewer and NCG.

This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements and understandings between the parties hereto with respect to the relationship contemplated hereby.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without giving effect to any choice of law principles. Each party hereto irrevocably and unconditionally consents to the jurisdiction of the courts of the State of New York l

This Agreement may be signed in counterparts, each of which shall be an original and both of which taken together shall constitute a single document.