Publishers Plaza Secrecy agreement

The signatories:
1. ……………….domiciled in ……………, hereinafter referred to as the Vendor, represented valid in law by ....……………………………………………………………………………………and

2. the Intermediate acting on behalf of the Vendor King Publishing and Marketing Consultants B.V. domiciled in NL - Hengelo-Gld,. represented valid in law by drs. Peter H. de Koning, hereinafter called KPMC and

3. …………………domiciled in ……………, hereinafter called the Interested , represented valid in law by……………

taking into consideration:
a. that KPMC has informed the Interested of the possibility to acquire the title ………………………of whom …………………………………is the owner.

b. that the Interested needs further information to judge whether the acquisition fits in the
company's policy and if so under what circumstances the Interested would like to agree
with a purchase.

c. that the Vendor has granted KPMC the right to supply the Interested with the necessary
information among these the identity of the Vendor, but only under conditions which
guarantee the secrecy and prevent the use of this information for any other purpose
which has no direct relation with the above-mentioned aim.

did agree on the following:
1. KPMC exerts oneself to have available for the Interested all necessary information .
KPMC disclaims responsibility for the making available and on the correctness of the information supplied.

2. The Interested adheres to strict secrecy of all he knows or will learn regarding the Vendor, her shareholders and all persons and entities directly or indirectly linked with the Vendor and binds herself to handle this information as strict confidential. This obligation to secrecy and confidentiality refers among others - but is not restricted to - the internal and external organisation, the personnel, the strategy and policy of the Vendor, all technical-, commercial-, market- and financial information as well as the anonymity of the
designated Vendor. The above-mentioned information will hereinafter be referred to as
"'the information"'.
The Interested will bind all persons that might have to be informed of the possible
acquisition such as shareholders, members of the management, employees and external
advisors (hereinafter called "'the Secrecy bound"" to this Secrecy Agreement. The
Interested will take every care that these persons will commit themselves to the strict adherence to the Secrecy agreement preceding the making available to these persons of any information regarding the Vendor. As a prove of this - depending on the circumstances - one should consider a co-signature by the persons concerned of this Secrecy agreement or of a copy thereof. No information whatsoever will be made available to the Management of companies or organisations which cooperate with the Interested in any form or in which the signatory has a personal involvement. An exemption to this provision could only be made after previous written approval of KPMC of such action.

3. Exempted from this Secrecy Agreement is all information regarding the Vendor which:
- is already known to the Interested prior to the date of this Secrecy Agreement;
- is legally obtained from a third party or of which demonstrable can be proven this has been gained independently by the Interested ;
- is or will be public knowledge by entering in a public register and the annual reports the Vendor has legally to deposit in these registers.

4. The Interested will not copy nor retrieve in any form and in whatever way be it electronic, optical, photocopy, recording or any other way unless such proves necessary according to the prior unanimous judgement of the Signatories to this Secrecy Agreement.

The multiplication and / or distribution of information will only be allowed after prior written consent of KPMC.

The Interested will submit a list to KPMC containing the names of all persons being no employees of them and who have been supplied by them with information regarding the Vendor and will inform KPMC as well of the kind of information they - temporarily - have supplied these persons with.

5. The Interested and the Secrecy bound will exclusively use the information on behalf of the intention to acquire the Vendor and will not use or make use of this directly nor indirectly by themselves or entities they belong to or have an interest in. It is hence forbidden to contact (ex) employees, suppliers, customers, principals, consultants and every other person or organisation who is working for or is related to the Vendor. This applies as well to competitors and financial institutions.

6. The Interested will not get in contact with the owner, the management, the auditor, the
publisher, the editors and any other employee of the Vendor unless prior written
permission to do so has been granted to the Interested by KPMC.

7. If the purchase negotiations are ceased or suspended by the exclusive judgement of KPMC or on demand of KPMC - irrelevant by whatever reason - the Interested will immediately return by registered mail with confirmation of receipt or personally submit:
a.) all documents, memorandums, specimen, catalogues and other data which have been supplied by the Vendor or KPMC as well as the copies thereof
b.) all notes referring to the Vendor for which one used the information supplied by the Vendor or KPMC and/or notes made during the visits to and discussions or any other opportunity with the Vendor.
c.) all documents, memorandums, issues, rates, reports (including those from external advisors of the Interested) containing information regarding the Vendor in pure or reedited form and/or for which one made use of the information
d.) all magnetic, optical, electronic, photographical or other media used for the storage of data on which one stored the information as meant under 7a, 7b and 7c

Moreover the Interested will guarantee that all Secrecy bound immediately return by registered mail with confirmation of receipt all information referred at under 7a, 7b, 7c and 7d or submit this personally to KPMC. The shipment cost will be paid by the Interested or the Secrecy bound.
The Interested will be held severally liable for the liabilities of the Secrecy bound to guarantee the Secrecy of all information supplied as referred to in this article 7 respectively to return and or personally submit this Information and is further held liable that none of this information is held back or will be used by the Interested or third parties to their benefit after the moment that the request of KPMC as referred to in article 7 has been received by the Interested.
The Interested will lose an amount of € 1000,- (excl.VAT) per day if the data mentioned in this article have not been received by KPMC within 8 days after the date of shipment of the registered letter of KPMC. This leaves unimpeded any claim by KPMC or the Vendor resulting from articles 9 and 10.

8. The Interested guarantees that all the Secrecy bound commit themselves to the Interested to adherence of the Secrecy as mentioned in this Secrecy agreement even in case the actual relationship with the Interested is changing or even finished.

9. The Interested will safeguard against all claims of the Vendor which result from a violence of the Secrecy obligation as mentioned in this Secrecy Agreement.

10. The Vendor belongs by right from this Secrecy agreement the opportunity to direct put on trial the Interested and the Secrecy bound. The Interested permits by the undersigning of this agreement the Vendor to replace KPMC as party to this Secrecy agreement if the Vendor and KPMC agree as such.

11. The applicable act on this Secrecy agreement will be Dutch law. Disputes resulting from this Secrecy agreement will be solely governed by the competent Court in Zutphen.

As follows drawn up and signed in triplicate - each party in accordance with the relevant articles of association - and signed with initials on every page at………, ………………………… and Hengelo-Gld. on …………………………………