Page 1 of 7

Confidentiality and non-disclosure Agreement

THIS AGREEMENT is made as of, and effective on ___________________ between; Swaen en Zoon BV. io (the Entrepreneur), with offices at Heuvelstraat 152, 5038 AJ Tilburg, and Investor Tech Ltd. (the Investor), with offices at Amstelplein 13, 1093 BC Amsterdam.. Entrepreneur and Investor desire to enter into an Agreement (i) defining the relative rights of Entrepreneur and Investor with respect to Confidential information (as defined below) owned and/or disclosed by Entrepreneur or its customers or clients to which Investor may have access or may contribute as a result of Investors services to Entrepreneur and (ii) setting forth the obligation of Investor to refrain from competing with Entrepreneur during the period in which Investor services are provided to Entrepreneur and for a period of time thereafter as provided herein. The execution and delivery of this Agreement by Entrepreneur and Investor is a condition for the purpose of examining, pursuing and / or establishing a business relationship and / or negotiating a contract between the parties, whereas the Investor is willing to receive disclosure of the Confidential Information pursuant to the terms of this agreement. NOW, THEREFORE, in consideration of the mutual understandings and Agreements set forth herein, the parties hereby agree as follows:
1. Nondisclosure and Nonuse of Confidential Information.

(a) Investor shall not, without Entrepreneurs prior written consent, (i) disclose or use at any time, either during the period of service or thereafter, any Confidential Information (as defined in article 1.c of this Agreement) of which Investor is or becomes aware, except to the extent that such disclosure or use is directly related to and required by Investor's performance of duties assigned to Investor by Entrepreneur, (ii) make or permit to be made copies or other reproductions of Confidential Information, and (iii) make any use of Confidential Information in any way except for purpose set forth above. Investor shall take all reasonably necessary steps to safeguard the secrecy of the Confidential Information and to protect it against unauthorized disclosure, misuse, espionage, loss and theft. (b) Investor shall not disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction or the status of such discussions or negotiations. (c) As used in this Agreement, the term "Confidential Information" means confidential and proprietary trade secret information and materials that are valuable and that are not generally known to the public or Entrepreneurs competitors, and that is used, being developed or obtained by Entrepreneur in connection with its business or formation of its business, including but not limited to (i) products or services, (ii) fees, costs, sales data, marketing plans, and pricing structures, (iii) designs and unpublished promotional materials, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting
Initials: B.R.M. Swaen R.J. Zoon E.P.M. Vermeulen D.A. Pereira Dias Nunes

Page 2 of 7

and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiii) all technology and trade secrets, (xiv) Information of the types described above which Entrepreneur obtained from a third party and which Entrepreneur treats as confidential, whether or not owned or developed by Entrepreneur, and (xv) all similar and related information in whatever form. (d) Confidential Information shall not include (i) any information that has been published in any form and which was made generally available to the public prior to the date that Investor propose to disclose or use such information, (ii) any information that has become publicly known trough no acts of Investors, (iii) any information that was received by Investor without breach of this agreement, from a third party without restrictions as to the use and disclosure of this information, (iv) information that was independently developed by Investor without the use of the Confidential Information or (v) information that was ordered to be publicly released by the requirement of a government agency. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (e) This Agreement and Investors duty to hold the Confidential Information in confidence shall remain in effect until (i) Entrepreneur sends Investor written notice releasing it from this Agreement, or (ii) Confidential Information disclosed under this Agreement ceases to be a trade secret.
2. Entrepreneur's Ownership of Intellectual Property.

(a) In the event that Investor, as a result of his activities on behalf of, in collaboration with or by association with Entrepreneur generates, authors or contributes to any invention, design, new development, device, product, method or process (whether or not patentable or reduced to practice or comprising Confidential Information), any copyrightable work (whether or not comprising Confidential Information) or any other form of Confidential Information relating directly or indirectly to Entrepreneur's business as now or hereinafter conducted (collectively, "Intellectual Property"), Investor acknowledges that such Intellectual Property is the exclusive property of Entrepreneur and hereby assigns all right, title and interest in and to such Intellectual Property to Entrepreneur. Nothing contained herein shall be construed as granting or implying any transfer of rights to Investor in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information. (b) All inventions shall be the sole and exclusive property of Entrepreneur, and shall be deemed part of the Confidential Information of Entrepreneurs for the purposes of this Agreement, whether or not fixed in a tangible medium of expression.

3. Noncompetition.
Initials: B.R.M. Swaen

R.J. Zoon

E.P.M. Vermeulen

D.A. Pereira Dias Nunes

Page 3 of 7

(a) Investor acknowledges and agrees with Entrepreneur that Investor's services to Entrepreneur are unique in nature and that Entrepreneur would be irreparably damaged if Investor were to provide similar services to any person or entity competing with Entrepreneur or engaged in a similar business. Investor accordingly covenants and agrees with Entrepreneur that during the period commencing with the date of this Agreement and ending on the later of two years after the date of termination of Investor services Agreement with Entrepreneur (the "Noncompetition Period"), Investor shall not, directly or indirectly, either for themselves or for any other individual, corporation, partnership, joint venture or other entity, participate in any business (including, without limitation, any division, group or franchise of a larger organization) anywhere in the world which engages, can engage or which proposes to engage in the development, manufacturing, designing, assembly and sale of capital equipment and related services for the business hereafter conducted by Entrepreneur (a "Competitor"). For purposes of this Agreement, the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity located in Austria, Belgium, Belarus, Bulgaria, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Russia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine and the United Kingdom (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise); provided that Investor may own, directly or indirectly, solely as a passive investment, securities of any Competitor traded on any national securities exchange, provided that Investor is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, "beneficially own" five percent (5%) or more of any class of securities of such Competitor. (b) Investor agrees that, without prior written consent of the Entrepreneur, it shall not establish, manage or holder any other position in any enterprise that is regarded to be in competition with Entrepreneur or can facilitate competition, either directly or indirectly. This Investor agrees that it shall not accept or acquire any position (including to a position of partner, director, supervisor, manager, staff member, agent, consultant, etc) in any Competitor; it will not provide to such Competitors any advisory services or any other assistance that can facilitate competition (such as engaging in any business the scope of which is identical or similar to the business which Entrepreneur is undertaking or shall undertake). (c) Investor agrees that, during the duration of this agreement and two years after this agreement has ended, Investor warrants not to instigate, entice, encourage, solicit, or otherwise attempt to affect, directly or indirectly, any other staff member of Entrepreneur for the purpose of leaving Entrepreneur and serving Investor or any other individual or entity. Investor warrants not to solicit Entrepreneurs clients or former clients for seizing their business and gaining direct or indirect benefits. 4. Return of Materials. Upon Entrepreneurs request, Investor shall within 30 days return all original materials provide by Entrepreneur and any copies, notes or other documents in Investors possession pertaining to Confidential Information.
Initials: B.R.M. Swaen R.J. Zoon E.P.M. Vermeulen D.A. Pereira Dias Nunes

Page 4 of 7

5. General Provisions.

(a) Entrepreneur Subsidiaries. For purposes of Sections 1, 2 and 3 of this Agreement, the term "Entrepreneur" shall include all subsidiaries of Entrepreneur. (b) Not an Employment Agreement. Investor and Entrepreneur acknowledge and agree that this Agreement is not intended and should not be construed to grant Investor any right to (continued) employment with Entrepreneur. (c) No Rights Granted. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in Confidential Information to Investor. (d) Absence of Conflicting Agreements. Investor hereby warrant and covenant that (i) the services Agreement with Entrepreneur and the execution, delivery and performance of this Agreement do not and shall not result in a breach of the terms, conditions or provisions of any Agreement, instrument, order, judgment or decree to which Investor is subject, (ii) Investor are not a party to, or bound by any employment Agreement, non-compete Agreement or confidentiality Agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by Entrepreneur, this Agreement shall be the valid and binding obligation of Investor, enforceable in accordance with its terms. (e) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. (f) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Entrepreneur and Investor and their respective successors and assigns; provided that the rights and obligations of Investor under this Agreement may not be assigned or delegated without the prior written consent of Entrepreneur. (g) Choice of Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall, in principle, be governed by the internal law, and not the law of conflicts, of the Netherlands. (h) Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that breach of any term or provision of this Agreement shall materially and irreparably cause harm and that parties in their respective sole discretion and in addition to any other remedies they may have at law or in equity, shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction in order to enforce or prevent any (further) violations of the provisions of this Agreement. (i) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of Entrepreneur and Investor.
Initials: B.R.M. Swaen

R.J. Zoon

E.P.M. Vermeulen

D.A. Pereira Dias Nunes

Page 5 of 7

(j) Prior. There could be multiple versions of this contract in circulation. Should a dispute arise under this Agreement; the Dutch version is applicable.
6. Notice.

(a) Notice may be delivered in person, or by courier or registered mail. (b) Notices shall be delivered to the following addresses, unless modified by way of a prior written notice. To Investor: InvestorTech ltd. Amstelplein 13 Attention: E.P.M. Vermeulen and D.A. Pereira Dias Nunes 1096 BC Amsterdam The Netherlands To Entrepreneur: Swaen & Zoon B.V. io. Heuvelstraat 152 Attention: B.R.M. Swaen and R.L. Zoon 5038 AJ Tilburg The Netherlands IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. Entrepreneur(s): Name: Signature: __________________________________________________________________ B.R.M. Swaen______________________________________________________

Name: Signature:

R.L. Zoon_________________________________________________________

Initials: B.R.M. Swaen

R.J. Zoon

E.P.M. Vermeulen

D.A. Pereira Dias Nunes

Page 6 of 7

__________________________________________________________________

Initials: B.R.M. Swaen

R.J. Zoon

E.P.M. Vermeulen

D.A. Pereira Dias Nunes

Page 7 of 7

Investor(s): Name: Signature: __________________________________________________________________ E.P.M. Vermeulen___________________________________________________

Name: Signature:

D.A. Pereira Dias Nunes______________________________________________

__________________________________________________________________

Initials: B.R.M. Swaen

R.J. Zoon

E.P.M. Vermeulen

D.A. Pereira Dias Nunes