CONFIDENTIALITY AGREEMENT

The Confidential Information will be kept confidential and will not, without the prior written consent of Discloser, be disclosed by Recipient or any of its directors, officers, employees, agents or representatives (collectively "Representatives") in any manner whatsoever, in whole or in part, and will not be used by Recipient or any of its Representatives, directly or indirectly, for any purpose other than in connection with its review of the Possible Transaction. Moreover, Recipient agrees to transmit the Confidential Information only to those Representatives who need to know the Confidential Information for the purpose of reviewing the Possible Transaction, who are informed by Recipient of the confidential nature of the Confidential Information, and who are provided with a copy of, and agree to be bound by, the terms of this agreement. Recipient will be responsible for any breach of this agreement by any of its Representatives, and will defend, indemnify and hold harmless Discloser from and against any and all losses, damages, charges, fees and expenses (including reasonable attorneys' fees) arising out of or resulting from such breach.

Without the prior written consent of Discloser, neither Recipient nor any of its Representatives will disclose to any other person the fact that the Confidential Information has been made available or any of the terms, conditions or other facts with respect thereto. The term "person" as used in this agreement shall be interpreted to include, without limitation, any corporation, company, group, partnership, limited liability company, trust or individual. Notwithstanding the foregoing, and subject to the terms of Section 5 below, the restrictions contained in this Section 2 shall not apply to Recipient to the extent any such disclosure is required to be disclosed by any applicable law.

Without the prior written consent of Discloser, neither Recipient nor any of its Representatives shall copy, reprint, duplicate or recreate any of the written Confidential Information, in whole or in part. Upon the request of Discloser, Recipient shall return all written Confidential Information and all copies thereof to Discloser, immediately, without retaining any copies thereof.

Recipient acknowledges that Discloser and its representatives make no representation or warranty as to the accuracy or completeness of any of the Confidential Information. Recipient agrees that Discloser and its representatives shall have no liability to Recipient or to any of its Representatives as a result of the use of or reliance upon any of the Confidential Information by Recipient and its Representatives.

In the event that Recipient or anyone to whom Discloser transmits any of the Confidential Information pursuant to this agreement is requested or becomes legally compelled to disclose any of the Confidential Information, Recipient will provide Discloser with prompt written notice thereof so that Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement, and will cooperate with Discloser in any effort Discloser undertakes to obtain such a protective order or other remedy. In the event that such protective order or other remedy is not obtained, or Discloser waives compliance with the provisions of this agreement, Recipient will furnish only that portion of the Confidential Information which Recipient is so legally required to furnish and will exercise its best efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

Recipient agrees that Discloser shall be entitled to equitable relief including, without limitation, injunction and specific performance in the event of a breach of any of the provisions of this agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach of this agreement by Recipient or any of its Representatives but shall be in addition to all other remedies available at law or in equity.

No failure or delay by Discloser in exercising any right, power or privilege under this agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. In the event any court shall determine that any provision of this agreement is invalid, such determination shall not affect the validity of any other provisions of this agreement, which shall remain in full force and effect and shall be construed so as to be valid under applicable laws.

This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed within such Commonwealth, and shall be construed without the aid of any cannon, custom or rule of law requiring construction against the draftsman.

The obligations of Recipient under this agreement shall survive the termination of negotiations concerning the Possible Transaction.