Non Disclosure Agreement This Non Disclosure Agreement is made and

							                                                                     Non-Disclosure Agreement

This Non-Disclosure Agreement is made and agreed to this 12/28/07 by and between CDM
PROFESSIONAL SERVICES, LLC, (hereinafter “Company”) with offices at 106 Norris Street, St. Clairsille, OH
43950-1514 and
                                               (hereinafter '"Recipient") with offices at




WHEREAS, Company has developed certain valuable information, concepts, ideas, designs and/or
services that are proprietary and/or confidential (collectively the "Confidential Information" as defined
herein), which the Company has agreed to provide to the Recipient in connection with the
Recipient's offer to provide services to the Company (hereinafter referred to as the "Recipient's Services for
the Company") in connection with the Company's business activities (all activities
conducted by the Company are hereinafter referred to as the "Company's Business"), and

WHEREAS, the Company and the Recipient wish to set forth the terms and conditions regarding the
confidentiality and nondisclosure of the Confidential Information, as well as the ability of the Recipient
to compete with the Company.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. "Confidential Information" means all information or material not generally known by non-Company
   personnel which (i) gives Company some competitive business advantage or the
   opportunity of obtaining such advantage or the disclosure of which could be detrimental to the
   interests of Company; (ii) which is owned by Company or in which Company has an interest,
   and (iii) which is either (A) marked "Confidential Information", "Proprietary Information" or other
   similar marking, (B) known by Recipient to be considered confidential and proprietary by Company or
   (C) from all the relevant circumstances should reasonably be assumed by
   Recipient to be confidential and proprietary to the Company. Confidential Information includes,
   but is not limited to, the following types of information and other information of a similar nature
   (whether or not reduced to writing); trade secrets, inventions, drawings, file data, documentation,
   diagrams,      specifications,   know      how,     models,      flow      charts,   research     and
   development procedures, research or development and test results, marketing techniques and
   materials, marketing and development plans, price lists, pricing policies, business plans, information
   relating to customers and/or suppliers, identities, characteristics and agreements,
   financial information and projections, and employee files. Confidential Information also includes any
   information described above which Company obtains from another party and
   which Company treats as proprietary or designates as Confidential Information, whether or not
   owned or developed by Company.

    NOTWITHSTANDING THE ABOVE, HOWEVER, NO INFORMATION CONSTITUTES
    CONFIDENTIAL INFORMATION IF IT IS GENERIC INFORMATION OR GENERAL
    KNOWLEDGE WHICH RECIPIENT WOULD HAVE LEARNED ELSEWHERE IN THE TRADE
    OR IF IT IS OTHERWISE PUBLICLY KNOWN AND IN THE PUBLIC DOMAIN.




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Non-Disclosure Agreement
2. The Recipient agrees that it will keep the Confidential Information confidential and that the
   Confidential Information shall not, without the prior written consent of the Company, be copied,
   divulged, disclosed, provided or otherwise made available by the Recipient or any of its affiliates,
   shareholders, partners, agents or employees (collectively, the "Representatives") and shall not be used
   by the Recipient or any of its Representatives other than in connection with the Recipient's Services for
   the Company. Moreover, the Recipient agrees to transmit theConfidential Information only to such of
   its Representatives who need to know the information for the sole purpose of assisting the Recipient
   in performing Recipient's Services for the Company, who are informed of this Agreement and who
   agree to be bound by the terms hereof as if a party hereto.

3. Without the prior written consent of the Company, neither the Recipient nor any of its Representatives
   shall disclose to any person or entity the fact that the Recipient has received
   any of the Confidential Information.

4. The Recipient agrees that, upon the Company's request, all of the furnished Confidential Information,
   any reports, memoranda or other materials prepared by the Recipient or its
   Representatives and any other materials containing or otherwise reflecting the Confidential
   Information (together with all copies of the foregoing), shall, at the Company's option, be (A)
   returned to the Company or (B) destroyed at the Company's direction.
5. The Recipient covenants and agrees that during the period in which it is performing Recipient's
   Services for the Company and for a period of two (2) years thereafter (hereinafter the
   "Restricted Period"), neither the Recipient and/or the Representatives, nor any entity controlled
   by the Recipient and/or the Representatives, directly or indirectly, shall own, operate, and/or conduct
   any business or operation competitive with the Company's Business within the United
   States, nor shall the Recipient and/or the Representatives have any ownership interest (of record or
   beneficial) in or have any interest as an employee, salesman, consultant, officer,
   director, investor, shareholder, in, or otherwise aid or assist in any manner, any firm, corporation,
   partnership, proprietorship or other business that engages in the United States in a
   business which is similar to that in which Company is engaged.

6. During the Restricted Period, Recipient shall not solicit or assist any other person to solicit any
   business (other than for Company) from any present or past customer of the Company; or
   request or advise any present or future customer of the Company to withdraw, curtail or cancel
   its business dealings with the Company; or commit any other act or assist others to commit any
   other act which might injure the business of the Company.

7. During the Restricted Period, Recipient shall not directly or indirectly (i) solicit or encourage any
   employee of the Company to leave the employ of the Company or (ii) hire any employee who
   has left the employ of Company if such hiring is proposed to occur within one year after the
   termination of such employee's employment with the Company. During the Restricted Period,
   Recipient shall not directly or indirectly solicit or encourage any consultant then under contract
   with the Company to cease to work for the Company.




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Non-Disclosure Agreement
8. The Recipient acknowledges and agrees that the Confidential Information is a valuable and unique
   asset of the Company and that the provisions of this Agreement are made for the benefit
   of the Recipient and for the benefit of the Company, and that in the event of any breach of this
   Agreement, the Company will be harmed and unable to be made whole by monetary damages.
   If Recipient breaches or threatens to commit a breach of any of the provisions of this Agreement
   (the "Restrictive Covenants"), the Company shall have the following rights and remedies, each of
   which shall be in addition to, and not in lieu of, any other rights and remedies available to the
   Company under law or in equity:
    (a)     Specific Performance. The right and remedy to have the Restrictive Covenants specifically
            enforced or to have any actual or threatened breach thereof enjoined by any
            court having equity jurisdiction, all without the need to post a bond or any other security
            or to prove any amount of actual damage or that money damages would not provide an
            adequate remedy, it being acknowledged and agreed that any such breach or threatened
            breach will cause irreparable injury to the Company and that monetary
            damages will not provide an adequate remedy to the Company; and
   (b)      Accounting and Indemnification. The right and remedy to require Recipient (i) to account for
            and pay over to the Company all compensation, profits, monies, accruals,
            increments or other benefits derived or received by Recipient or any associated party
            deriving such benefits as a result of any such breach of the Restrictive Covenants; and
            (ii) to indemnify the Company against any other losses or damages (including reasonable
            attorneys' fees and court costs) which may be incurred by them and which
            result from or arise out of any such breach or threatened breach of the Restrictive Covenants.

9. Company and Recipient intend to and do hereby confer jurisdiction to enforce the Restrictive
   Covenants upon the courts of New Jersey for a dispute arising anywhere within the geographic
   scope of such covenants.

10. In the event of any action, suit, or other proceeding concerning the negotiation, interpretation,
    validity, performance, or breach of this Agreement, the Company shall be entitled to recover all
    of its attorneys' fees, expenses, and costs, not limited to costs of suit, incurred in each and every such
    action, suit, or other proceeding, including any and all appeals or petitions relating
    thereto.

11. Miscellaneous.
    (b)     This Agreement sets forth the entire understanding of the parties with respect to thesubject
            matter hereof, supersedes all existing agreements between them concerning
            such subject matter, and may be modified only by a written instrument duly executed by
            each party.
    (b)     The terms and provisions of this Agreement shall be binding upon, and shall inure to the
            benefit of, the parties hereto, their personal representatives, administrators, executors,
            heirs, successors and assigns.

    (c)     The failure of either party hereto at any time to enforce performance by the other party of any
            provision of this Agreement shall in no way affect such party's rights thereafter to
            enforce the same, nor shall the waiver by either party of any breach of any provision
            hereof be deemed to be a waiver by such party of any other breach of the same or any
            other provision hereof.


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Non-Disclosure Agreement
    (d)   All notices, payments, and other communications required or permitted under this Agreement
          shall be deemed given and receive when delivered in person or deposited
          in the United States mail, postage prepaid and either registered or certified, addressed to the
          Company, or such other address as Company may direct in writing,
          and in the case of the Recipient, to the last known address provided by Recipient in the
          Company's files. The parties agree to notify each other immediately of any
          change of address.

          All notices, requests and other communications shall be deemed given on the date of
          actual receipt or delivery as evidenced by written receipt, acknowledgement or other
          evidence of actual receipt or delivery to the address. Any party hereto may from time
          to time designate a different address or a different or additional person to which all such
          notices or communications thereafter are to be given.

    (e)   Time is hereby declared to be of the essence of this Agreement and of every part hereof.

    (f)   All sections, clauses and covenants contained in this Agreement are severable, and in
          the event any of them shall be held to be invalid by any court, this Agreement shall be
          interpreted as if such invalid Sections, clauses, or covenants were not contained herein.
          Without limitation, the parties intend that the covenants contained in this Agreement shall be
          severable insofar as the geographic and time restrictions set forth herein, same
          are concerned. If, in any judicial proceedings, a court shall refuse to enforce the geographic
          and/or time restrictions set forth herein shall be reduced to the extent
          necessary to permit enforcement of the foregoing covenant to the fullest extent possible.

    (g)   This Agreement is to be governed by and construed in accordance with the laws of the State
          of New Jersey, applicable to contracts made and to be performed wholly within
          such State, and without regard to the conflicts of laws principles thereof. Any suit
          brought hereon shall be brought in the state or federal courts sitting in New Jersey, the
          parties hereto hereby waiving any claim or defense that such forum is not convenient or
          proper. Each party hereby agrees that any such court shall have in personal jurisdiction over it
          and consents to service of process in any manner authorized by New Jersey law.
          The parties hereto waive the right to a trial by jury in any legal proceedings involving the
          enforcement hereof.


    (h)   Where the context so requires, the use of the masculine gender shall include the feminine
          and/or neuter genders and the singular shall include the plural, and vice versa,
          and the word "person" shall include any corporation, firm, partnership, or other form of
          association.

    (i)   The language in all parts of this Agreement shall in all cases be construed simply,
          according to its fair meaning, and not strictly for or against any of the parties hereto.




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Non-Disclosure Agreement



IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) shown below.



CDM Professional Services, LLC                    Consultant



                                                  Sign:


Peter A. Mollica
Managing Partner                                  Print:
12/28/07


                                                  Date:




                                         Print Form

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