Confidentiality Agreement

This Confidentiality Agreement ("Agreement") is made and agreed to by Simon & Co., Inc. ("Simon"), representative for the Property, and the undersigned ("Purchaser") and/or the undersigned ("Buying Broker") regarding the property described herein ("Property").

Purchaser and/or Buying Broker Has Requested information from Simon for the purpose of evaluating a possible acquisition of the Property. The Owner of the property has authorized Simon to deliver information concerning the Property, much of which is highly confidential, only to those potential purchasers who sign this Agreement.

The Parties Agree, in consideration of the covenants and agreements contained herein, as follows:

1. Purchaser and/or Buying Broker will not disclose, permit the disclosure of, release, disseminate or transfer, any information obtained hereunder ("Information") to any other person or entity.

2. If Purchaser and/or Buying Broker is a corporation, partnership, limited liability company or other non-natural legal entity, the person(s) signing this Agreement on its behalf will take all appropriate precautions to limit the dissemination of the Information only to those persons within the entity who have need to know of the information, and who are specifically aware of the Agreement and agree to honor it.

3. This Agreement applies to all Information received from Broker, now or in the future, which is not readily available to the general public and shall include any marketing materials. Purchaser and/or Buying Broker understands that all information shall be deemed confidential, valuable and proprietary such that its unauthorized disclosure, even without intent to harm, could cause substantial and irreparable harm to the Owner of the Property and Simon.

4. All information shall be used for the sole purpose of evaluating the potential acquisition of the Property, and it shall not at any time, or in any manner, be used for any other purpose.

5. If, upon review of this Information, Purchaser no longer has any further interest in the subject property or does not wish to pursue negotiations leading to its acquisition, Purchaser agrees to return said Information in its entirety and original form to Simon. If delivered electronically, Purchaser and/or Buying Broker shall permanently destroy all Information. Photocopying or other duplication is strictly prohibited.

6. Purchaser and/or Buying Broker shall not contact directly any persons concerning the Property, other than Simon, without Simon's written permission.

7. Neither Simon nor Owner of the Property make any representations or warranty, express or implied, as to the accuracy or completeness of any information provided by them. Purchaser and/or Buying Broker assumes full and complete responsibility for reconfirmation and verification of all Information received and expressly waives all rights of recourse against Simon and the Owner of the Property with respect to the same.

8. The Persons signing on behalf of Purchaser and Broker represent that they have the authority to bind the party for whom they sign.

9. This Agreement shall be governed and construed in accordance with the laws of the State of Arizona.