Mutual Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this "Agreement") is made and entered into as of the Effective Date, by and between Goodwood Consulting, LLC ("Goodwood"), and the undersigned party.

WHEREAS, Each party possesses certain technical, economic, and proprietary information related to its business;

NOW THEREFORE, the parties agree as follows:

1.Each party (in its capacity as the recipient of information, "Receiving Party") agrees that, in connection with such relationship, the other party (in such capacity, "Disclosing Party") may disclose to it commercially valuable, proprietary, and confidential business information with respect to Disclosing Party's business, finances, employees, clients, products, services, software, or network, including, without limitation, oral information and tangible and intangible property that may contain or relate to source code and object code, data and data structures, hardware and software designs and specifications, website designs and applications, network topology, functionality specifications, security measures, trade secrets, know-how, business plans, financial plans, capital structure, employee information, and client information (collectively, "Confidential Information").

2.The following shall not be "Confidential Information" for purposes of this Agreement: information that (a) can be demonstrated by written records was in Receiving Party's lawful possession prior to disclosure by Disclosing Party; (b) is or becomes publicly known or readily ascertainable without breach of this Agreement; (c) is lawfully received by Receiving Party from a third party without an obligation of confidentiality; (d) is disclosed by Disclosing Party to a third party without an obligation of confidentiality on the part of the third party; (e) is independently developed by Receiving Party; or (f) is disclosed by Receiving Party with Disclosing Party's prior written consent.

3.Each Receiving Party agrees to treat all Confidential Information as confidential in accordance with the provisions of this Agreement and to take or refrain from taking those actions that are prohibited by this Agreement. The Receiving Party agrees that it shall only use the Confidential Information in connection with the evaluation or negotiation of a Potential Transaction with the Disclosing Party. The Receiving Party acknowledges and understands that no disclosure or use of the Confidential Information permitted under this Agreement should be construed as granting to the Receiving Party or any other person any license or right to use, exploit or replicate any Confidential Information or any patent, copyright, trademark or other intellectual property or proprietary right of the Disclosing Party or a third party in or to such Confidential Information.

4.The Receiving Party agrees to use all commercially reasonable efforts to maintain the confidentiality and secrecy of the Confidential Information and to prevent the unauthorized use, disclosure, dissemination or publication of the Confidential Information, and it shall use no less degree of care with respect to protection of the confidentiality of the Confidential Information as the Receiving Party uses to protect its own information of a similar sensitive nature. However, the Receiving Party shall be permitted to make legally required disclosures of the Confidential Information and may disclose Confidential Information to any officers, directors, employees, agents, subcontractors, attorneys, accountants, auditors, consultants, representatives, investment bankers, banks or other financing sources of the Receiving Party or of the Receiving Party's parent companies or affiliates (collectively, "Representatives") who or which (a) have a need to know the Confidential Information to evaluate or carry out the Potential Transaction, (b) are informed or otherwise know of the confidential nature of the Confidential Information, and (c) agree to be bound by the terms of this Agreement.

5.The Receiving Party agrees not to attempt to reverse engineer or derive the composition or underlying information, structure or ideas of any Confidential Information. The Receiving Party shall not use any Confidential Information directly or indirectly to interfere with or allow any third party to interfere with any intellectual property right that the Disclosing Party asserts or may assert with respect to the technologies referenced or disclosed in the Confidential Information.

6.In the event that the Receiving Party or any of its Representatives receives a request or demand to disclose all or any part of the Confidential Information under the terms of a subpoena or order or investigative request issued by a court or government agency, the Receiving Party agrees to notify promptly the Disclosing Party of the existence, terms and circumstances surrounding such a request so that the Disclosing Party may seek a protective order or other appropriate relief or remedy and/or waive compliance with the terms of this Agreement.

7.The obligations of the Receiving Party and its respective Representatives as described in this Agreement shall commence as of the Effective Date. Unless the parties execute and consummate a definitive agreement respecting the Potential Transaction that contains confidentiality provisions, the term of this Agreement shall continue indefinitely, irrespective of the return or destruction of any Confidential Information by the Receiving Party. The Disclosing Party may request the return or destruction of its Confidential Information at any time or from time to time and the Receiving Party will promptly comply.

8.Each party acknowledges, understands and agrees that neither the existence of this Agreement nor any statements made herein obligate either party to disclose any information to the other, or imposes any obligation on either party to negotiate or consummate any Potential Transaction or to purchase, acquire or license any services, products or technology from the other. All information disclosed hereunder is "AS IS" and without any license, warranty or representation of any kind.

9.The Receiving Party acknowledges and agrees that any actual or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which money damages are not an adequate remedy. In view of the foregoing, the Disclosing Party shall be entitled to seek specific performance or other equitable relief as a remedy for any actual or threatened breach of this Agreement by the Receiving Party or any of its Representatives. Such remedy shall not be deemed to be the exclusive remedy for the breach or threatened breach of this Agreement but shall be in addition to all other remedies available to the Disclosing Party at law or in equity.

10.Each party agrees that either party shall have the right, in its sole discretion, without giving any reason therefor, at any time to terminate discussions concerning a Potential Transaction. If a Potential Transaction is not consummated or discussions concerning a Potential Transaction are terminated, the Receiving Party shall return all of the Confidential Information to the Disclosing Party without retaining any copies of such information.

11.This Agreement constitutes the entire understanding and fully integrated agreement between the Parties with respect to the use and treatment of the Confidential Information of each Disclosing Party and this Agreement supersedes all prior or contemporaneous oral or written communications, negotiations, understandings and agreements between the parties. This Agreement may only be amended, modified, revised or terminated, or any condition or obligation hereunder waived, by a separate, express written instrument executed by both parties. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

12.The laws of the State of Louisiana shall govern this Agreement, without regard to the conflict of laws principles thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.