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 proposed
Transaction. You agree, except as otherwise expressly permitted by BCG in writing, to comply with the following
terms of this Confidentiality Agreement ("Agreement"):
1. You agree to hold in strict confidence, in accordance with the provisions of this Agreement, all trade secrets of
Client and all names of key personnel affiliated with Client which are disclosed to you by BCG or BCG's Client
orally 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 to
make any other direct or indirect use, commercial or otherwise, of the Restricted Information, except as may be
expressly permitted by subsequent written agreement between the parties. You agree not to visit the business premises
and not to contact any employee, supplier or customer without express permission. The undersigned agrees it will not
hire 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 communications
shall be directed through BCG unless otherwise specified in writing. Any attempt to circumvent BCG's contract with
the 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 the
business and legal consultants, advisors and agents working for you. You agree to advise all such persons as to your
obligations to the Client under this Agreement and require they abide by the same restrictions with respect to the
Restricted Information as are applicable to you. Upon any written request from BCG or BCG's Client, you shall
disclose promptly to BCG the names of all persons to whom you have allowed access to any of the Restricted
Information.

3. The foregoing limitations on disclosure and use of the Restricted Information shall not apply to any Restricted
Information 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 to
the 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 from
third parties having a bona fide right to disclose it or (e) obligated to be disclosed pursuant to a decree, request or
order 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 of
your cessation of consideration of it, you will return promptly all material supplied by BCG or BCG's Client to you
without 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 where
you 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 shall
any single or partial waiver thereof preclude any other or further exercise of any right hereunder. If any provision of
this 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 the
parties 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 Restricted
Information 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 third
anniversary 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 781.551.9644
Page 1 of 3
Client Number _BEA4017____________________

9. It is understood that BCG's Client is the intended party and beneficiary whose rights are being protected and
may 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 of
any 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 to
any acquisition and/or investment in BCG’s Client.

12. It is understood and agreed that money damages would not be a sufficient remedy for a breach of this
Agreement, 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 threatened
breach of this Agreement.

13. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of
Massachusetts, 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 and
understandings related thereto. This Agreement may be amended, superseded or canceled only by written instrument
which expressly states that it amends, supersedes or cancels this Agreement, executed and delivered by a duly
authorized 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 Data
CONFIDENTIAL

Beacon Capital Group, Inc.

1500 Providence Highway, Suite 32 Norwood, MA 02062
781.551.8000 Fax 781.551.9644
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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 781.551.9644
Page 3 of 3