Nondisclosure Agreement

This Nondisclosure Agreement (this “Agreement”) is dated as of this _____ day of _______________, 2008, by and between Burroughs & Chapin Company, Inc., and its affiliates, with offices located at 2411 North Oak Street, Suite 402, Myrtle Beach, South Carolina 29577 (“B&C”) and ______________________________________________________________________ (“Recipient”).

RECITALS

Recipient has requested that B&C provide it with certain proprietary and confidential information regarding some or all of B&C’s, or B&C’s subsidiary companies’, assets (the “Request”) for the purpose of exploring a possible business transaction of mutual interest (the “Proposed Transaction”). B&C is willing to comply with the Request, provided that the confidentiality of and its rights in the information provided by it to Recipient are protected. For purposes of this Agreement, Recipient and B&C may sometimes be collectively referred to as the “Parties” and individually as a “Party” and Recipient may hereinafter be referred to as the “Receiving Party” and B&C may hereafter be referred to as the “Disclosing Party.”

AGREEMENT

Recipient and B&C hereby agree as follows:

1. Confidential Information. As used in this Agreement, “Confidential Information” is defined as any oral, written, graphic or machine readable information that is identified as confidential at the time of its disclosure or should reasonably be understood to be confidential in nature, including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, agreements with third parties, services, financial projections, customers, marketing or finances of the Disclosing Party, internal, non-public, proprietary, or technical information or know-how concerning the Disclosing Party and its business and assets, business plans, marketing plans, strategic alliances, data, photographs, specifications, samples, business information and any other material bearing or incorporating any such information. Confidential Information also includes, without limitation, any reports, analyses, compilations, studies or other documents, whether prepared by the Receiving Party or otherwise, which contain or are based upon Confidential Information. Recipient acknowledges and agrees that all information contained on the website portal for which Recipient has received a log-in and password from B&C is expressly included hereunder as Confidential Information whether marked confidential or not. For purposes of this Agreement, “Disclosing Party” includes affiliates of a Party who disclose Confidential Information to the Receiving Party regarding the Request or the Proposed Transaction. B&C makes no representation or warranty herein concerning the accuracy or completeness of the Confidential Information as provided herein.

2. Use of Confidential Information. The Receiving Party, except as expressly provided in this Agreement, shall not disclose the Disclosing Party’s Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall not use, or permit others to use, Confidential Information for any purpose other than that as specifically set forth herein regarding the Request. The Receiving Party shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than reasonable care. The Receiving Party shall not reverse-engineer, decompile, or disassemble any hardware or software provided or disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend or other notice of ownership from any originals or copies of Confidential Information. Neither the Receiving Party nor the Disclosing Party shall, without the other party’s’ prior written consent, disclose to any other person (other than such Party’s attorneys and financial advisers) the fact that discussions or negotiations are taking place, or any of the terms, conditions, status or other facts with respect thereto, except as required by law. The Receiving Party shall restrict the possession, knowledge, development and use of Confidential Information to its employees, agents, subcontractors and entities controlled by it (collectively, “Personnel”) who have a need to know the Confidential Information in connection with the Request and shall ensure the Personnel comply with this Agreement.

3. Exceptions. The provisions of Section 2 shall not apply to any information that (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Receiving Party without confidentiality restrictions at the time of its receipt from the Disclosing Party; (iii) is rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or in breach of a confidentiality restriction; (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information; or (v) is identified by the Disclosing Party as no longer proprietary or confidential.

4. Disclosures to Governmental Entities. If, in the opinion of its counsel, the Receiving Party becomes legally obligated to disclose Confidential Information to any governmental agency, the Receiving Party shall give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy, and shall, to the extent practicable, consult with Disclosing Party in an attempt to agree on the form, content, and timing of such disclosure. The Receiving Party shall disclose only such information as is required, in the opinion of its counsel, and shall exercise all reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.

6. Ownership of Confidential Information. All Confidential Information disclosed under this Agreement (including information in computer software or held in electronic storage media) shall remain the exclusive property of the Disclosing Party, and the Receiving Party shall have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise conveyed by this Agreement with respect to Confidential Information or other information.

7. Return of Confidential Information. The Receiving Party shall promptly return or, at the written direction of the Disclosing Party, destroy, and verify in writing the completeness of the Confidential Information returned or destroyed, all tangible material embodying Confidential Information (in any form and including, without limitation, all summaries, copies, memoranda, notes, analysis, studies and excerpts of Confidential Information and all electronic media or records containing or derived from Confidential Information) upon the earlier of (i) the completion or termination of the dealings between the Disclosing Party and the Receiving Party, and (ii) the Disclosing Party’s written request.

8. Injunctive Relief. The Receiving Party acknowledges that Confidential Information is unique and valuable, and that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or be an inadequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality, the Disclosing Party may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

9. RESERVED.

10. Limited Relationship. This Agreement shall not create a joint venture, partnership or other formal business relationship of any kind, or an obligation to form any such relationship or entity. Each Party shall act as an independent contractor and not as an agent of the other Party for any purpose, and neither shall have the authority to bind the other.

11. Miscellaneous. Each Party’s obligations hereunder are in addition to, and not exclusive of, any of its other obligations and duties to the other Party, whether express or implied, in fact or in law. This Agreement constitutes the entire agreement between the Parties related to this subject matter and may be amended or modified only with the mutual written consent of the Parties. Neither Party may assign its rights and obligations hereunder without the prior written consent of the other party. This Agreement may be executed in counterparts and shall become effective as of the date first written above and shall automatically terminate at the end of three (3) years thereafter. Any failure by either Party to enforce the strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

12. Governing Law. This Agreement shall be governed by the laws of the State of South Carolina without regard to choice of law provisions. If a provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and when necessary, the court is requested to reform any and all terms or conditions to give them such effect.

13. Jurisdiction; Legal Fees. Each Party submits itself and its property in any legal action or proceeding relating to this Agreement, or for the recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of South Carolina. Each Party consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue thereof in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same. In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs and expenses, and costs of investigation incurred in (1) trial and appellate proceedings; (2) any post-judgment proceedings to collect or enforce the judgment; (3) establishing the right to indemnification; and (4) any action or participation in, or in connection with, any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy Code (11 United States Code Sections 101 et seq.), or any successor statutes. This provision shall survive the termination of this Agreement.