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. Page 1 of 5 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. Page 2 of 5 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 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. (b) 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. 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. 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. Page 3 of 5 (b) (c) 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) (f) Time is hereby declared to be of the essence of this Agreement and of every part hereof. 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. 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. 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. 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. (g) (h) (i) Page 4 of 5 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 12/28/07 Print: Date: Print Form Page 5 of 5