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CONFIDENTIAL PROPRIETARY INFORMATION AGREEMENT

WHEREAS, TIGHITCO Inc. of Ladson, SC, and I, wish to exchange certain proprietary information owned &/or managed by each of them relating to manufacturing and providing information on products and services to each other.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto do hereby agree as follows:

Any party to this Agreement receiving information hereunder (the "Recipient") agrees to keep in confidence and prevent the unauthorized disclosure to any person or persons outside its organization, and agrees further not to use for a purpose other than for evaluation (or for those purposes specified in any formal contract entered into between the parties referencing this Agreement) any and all data and information which is disclosed to it hereunder in written or other tangible, retainable form in the English language and which is clearly identified by stamp or legend as being proprietary (“Proprietary Information”) by the other party (the “Transmitting Party”), or information which is disclosed verbally, visually, or in other non-written or non-tangible media by the Transmitting Party under this Agreement designated as Proprietary at the time of such disclosure and confirmed in writing as Proprietary within fifteen (15) days after such disclosure; provided, however, that the Recipient shall not be liable for disclosure or use of any such data or information:

1. which was known to Recipient prior to receipt of the same from Transmitting Party; or is independently developed by Recipient without reference to or access to Proprietary Information disclosed hereunder;
2. after it becomes generally known or available through no act or failure to act on the part of Recipient;
3. after it is received by Recipient from an independent source not having a duty of confidentiality to Transmitting Party;
4. which is disclosed inadvertently despite the exercise of the same degree of care as Recipient normally takes to preserve and safeguard its own proprietary information, but no less than a reasonable degree of care;
5. which is disclosed by Transmitting Party to a third party on an unrestricted basis.

Recipient further agrees that any media, documents, physical article or device supplied to Recipient by Transmitting Party in connection with any disclosure hereunder and any information stored thereon is the property of Transmitting Party and shall be returned by Recipient to Transmitting Party within thirty (30) days from receipt by Recipient of a request from Transmitting Party for such return without Recipient retaining any copy or copies of such information.

Recipient agrees that access to any Proprietary Information hereunder by its employees and advisors will be on a need-to-know basis only in furtherance of the purposes set forth above, and Recipient agrees that it will inform all such employees having access to Proprietary Information hereunder of the terms of this Agreement and will obtain each such employee’s assurance of compliance with the intent of this Agreement. Recipient will obtain the prior written approval of the Transmitting Party in each instance prior to any disclosure of any Proprietary Information hereunder to persons other than its employees and advisors and will maintain a reasonable record of access and use of all such Proprietary Information hereunder.

No rights or obligations other than those expressly recited herein are to be implied from this Agreement. No representation or warranty is made by the Transmitting Party hereunder with respect to any Proprietary Information disclosed hereunder; nothing herein shall be construed as compelling either party to make any disclosures hereunder and no license is hereby granted directly or indirectly under any patent, know how, or with respect to any disclosures made hereunder.

All rights and obligations granted hereunder, and any use or disclosure of Proprietary Information, are subject to applicable U.S. law including the U.S. Government Export Administration Regulations, International Traffic in Arms Regulations and Munitions lists as may from time to time be in effect.

This Agreement shall remain in effect for a period of five (5) years; provided, however, any termination of this Agreement shall not affect the rights and obligations of the parties with respect to Proprietary Information supplied hereunder prior to such termination.

This constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications or understandings relative thereto. This Agreement may not be modified or amended except in writing signed by both parties with specific written references to this Agreement.