Letter Agreement to Maintain Confidentiality of Information

[Name]

Attention:

Re: Confidentiality Agreement

Gentlemen:

You have requested information from Newco, Inc. (the "Company") in connection with your consideration of a possible transaction involving you and the Company.Because we are furnishing such information to you, we are requiring that you agree, as set forth below, to treat confidentially such information, and any other information we or our agents furnish to you, whether furnished before or after the date of this letter (collectively, the "Confidential Material").

You agree the Confidential Material will be used only for purposes of considering the transaction referred to in the first paragraph of this letter and will not be used by you in any way detrimental to the Company. You also agree the Confidential Material will be kept confidential by you and your agents; provided, however, that (i) any of such information may be disclosed to your officers, directors, general partners, employees, counsel, investment bankers and other of your representatives who need to know such information for the purpose of evaluating a possible transaction between us (it being understood you will direct such officers, directors, general partners, employees, counsel, investment bankers and other representatives to treat such information confidentially), and (ii) any disclosure of such information may be made to which the Company consents in writing.

Without the prior consent of the Company, you will direct your officers, directors, general partners, employees, counsel, investment bankers and other affiliates and/or representatives not to disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof. The term "person" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, company, group, partnership or individual.

If you or any of your affiliates or agents are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose any Confidential Material, it is agreed that you will cooperate with the Company and provide it with prompt notice of such request(s) so that the Company may seek an appropriate protective order and/or waive compliance by you with the provisions of this letter. If, in the absence of a protective order or the receipt of a waiver hereunder, you or your affiliates or agents are nonetheless, in the opinion of your counsel, legally required to disclose Confidential Material to any tribunal or else stand liable for contempt or suffer other censure or penalty, you may disclose such information to such tribunal without liability hereunder.

You hereby acknowledge the Confidential Material is being furnished to you in consideration of your agreement that (i) you will not submit any proposal for a transaction involving you (or any of your affiliates) and the Company or any of its subsidiaries, any significant portion of the assets of the Company or its subsidiaries or one involving any of the Company's security holders unless the Company's Board of Directors shall have consented and (ii) neither you nor any of your affiliates, successors or other representatives will, directly or indirectly, acquire or offer to acquire, or assist, advise or encourage any other person or persons in acquiring, in any manner, for a period of [insert time period] from the date of this Agreement, any securities of the Company, except pursuant to a transaction approved by the Company's Board of Directors.You also agree the Company shall be entitled to equitable relief, including injunction, if any breach of the provisions of this paragraph and you shall not oppose the granting of such relief.

If no transaction is effected involving you and the Company after you have been furnished Confidential Material, you will promptly upon request, deliver to the Company the Confidential Material and any notes or memos relating thereto, without retaining any copy thereof.

The term "Confidential Material" does not include information