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CONFIDENTIALITY AGREEMENT

RE:__BEA4017 Wholesale Food Distributor DH

Gentlemen:

In accordance with our discussion and in connection with your possible acquisition of and/or investment in(Transaction) with Beacon Capital Group's (BCG) Client, BCG will supply you with certain confidential and

proprietary information in order to assist you in your assessment as to whether you wish to participate in a proposedTransaction. You agree, except as otherwise expressly permitted by BCG in writing, to comply with the followingterms of this Confidentiality Agreement ("Agreement"):

1. You agree to hold in strict confidence, in accordance with the provisions of this Agreement, all trade secrets ofClient and all names of key personnel affiliated with Client which are disclosed to you by BCG or BCG's Clientorally and/or in writing ("Restricted Information"). You agree (a) to use the Restricted Information solely for the

purpose of evaluating the proposed Transaction with Client by you or one or more affiliates of yours and (b) not tomake any other direct or indirect use, commercial or otherwise, of the Restricted Information, except as may beexpressly permitted by subsequent written agreement between the parties. You agree not to visit the business premisesand not to contact any employee, supplier or customer without express permission. The undersigned agrees it will nothire any of the Company's employees, nor interfere in any way with its business using knowledge acquired under this

Confidentiality Agreement nor use any such Information in a manner harmful to the Company. All communicationsshall be directed through BCG unless otherwise specified in writing. Any attempt to circumvent BCG's contract withthe Company shall be actionable at law for tortuous interference with contract.

2. Access to the Restricted Information shall be limited on a need to know basis to the employees of, and thebusiness and legal consultants, advisors and agents working for you. You agree to advise all such persons as to yourobligations to the Client under this Agreement and require they abide by the same restrictions with respect to theRestricted Information as are applicable to you. Upon any written request from BCG or BCG's Client, you shalldisclose promptly to BCG the names of all persons to whom you have allowed access to any of the RestrictedInformation.

3. The foregoing limitations on disclosure and use of the Restricted Information shall not apply to any RestrictedInformation which is (a) known to you or any of the persons to whom access to the Restricted Information is

permitted under this Agreement prior to the date it is received, (b) known or available to the general public prior tothe date it is received, (c) known or available to the general public subsequent to the date it is received, provided it

becomes known or available to the general public other than through a breach of this Agreement, (d) received fromthird parties having a bona fide right to disclose it or (e) obligated to be disclosed pursuant to a decree, request ororder of a Court or other governmental authority.

4. At BCG's request, upon the earlier of the termination of your involvement in the proposed Transaction or ofyour cessation of consideration of it, you will return promptly all material supplied by BCG or BCG's Client to youwithout retaining any copies thereof. You may keep that portion of such material which consists of notes, analyses,studies or other documents prepared by you, or, at BCG's request, promptly destroy it, except in those instances whereyou are required otherwise by law to retain it.

5. No failure or delay of BCG's Client or BCG in exercising any right herein shall act as a waiver thereof, nor shallany single or partial waiver thereof preclude any other or further exercise of any right hereunder. If any provision ofthis Agreement is held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this

Agreement shall remain in full force and effect.6. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of theparties hereto. The prevailing party in any legal action shall be entitled to its reasonable attorneys fees and costs.

7. You agree you will not interfere with any business of BCG's Client through the use of any RestrictedInformation under this Agreement nor use any for your own account.

8. This Agreement and the restrictions and limitations contained herein shall expire on the earlier of (a) the thirdanniversary of the date first written or (b) the closing of a Transaction by Client.

Beacon Capital Group, Inc.1500 Providence Highway, Suite 32 Norwood, MA 02062

781.551.8000 Fax 781.551.9644Page 1 of 3

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Client Number _BEA4017____________________

9. It is understood that BCG's Client is the intended party and beneficiary whose rights are being protected andmay enforce the terms of this Agreement as if it were a party to this Agreement.

10. It is understood that (a) no representations or warranties are being made as to the completeness or accuracy ofany information delivered by BCG pursuant to this Agreement and (b) any and all representations and warranties shall

be made solely by BCG's Client in a signed Acquisition Agreement or Purchase Contract and then it shall be subject

to the provisions thereof.

11. You acknowledge the responsibility to perform your own due diligence review at your cost and expense prior toany acquisition and/or investment in BCGs Client.

12. It is understood and agreed that money damages would not be a sufficient remedy for a breach of thisAgreement, and in addition to any remedies available at law, BCG's Client, upon an appropriate showing, shall also

be entitled to equitable relief including injunction and specific performance, in the event of any breach or threatenedbreach of this Agreement.

13. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth ofMassachusetts, without regard to the principles of conflicts of laws.

14. This Agreement sets forth the entire understanding and agreement of the Parties and related persons with regard

to the subject matter hereof and supersedes all prior and contemporaneous agreements, arrangements andunderstandings related thereto. This Agreement may be amended, superseded or canceled only by written instrumentwhich expressly states that it amends, supersedes or cancels this Agreement, executed and delivered by a dulyauthorized officer of each entity to be bound thereby.

If this Agreement is acceptable to you, please sign and return this letter to me.

Agreed and accepted:

Name: ___________________________________ Title:_____________________________

Company Name:____________________________ Street:_____________________________

City:______________________________________ State:_____________________________

Country:___________________________________ Postal or Zip Code:__________________

Signature:__________________________________ Date:_____________________________(Authorized Representative)

Telephone (day) ______________________________ Telephone (cell)____________________

Email Address:______________________________

Supplemental DataCONFIDENTIAL

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Client Number _BEA4017____________________

In addition to returning the NDA above, please also provide us with:

Your resume / bio

A statement of investable net worth

Acquisition criteria (if applicable)

Beacon Capital Group, Inc.1500 Providence Highway, Suite 32 Norwood, MA 02062

781.551.8000 Fax 781.551.9644Page 3 of 3