_________________________________________________, herein known as PROSPECT, acknowledges and agrees that PROSPECT approached __________________________________________________________________________________, who is a TRANSACTION BROKER (BROKER), and that BROKER was the first to advise PROSPECT of the availability of and details concerning the following business opportunities and real properties:
                 FBBA LISTING #                                                        FBBA BUSINESS TYPE                                    BUSINESS DESCRIPTION
1)_______________________________________________________________________________________________________________________________________
2)_______________________________________________________________________________________________________________________________________
3)_______________________________________________________________________________________________________________________________________
4)_______________________________________________________________________________________________________________________________________
5)_______________________________________________________________________________________________________________________________________
6)_______________________________________________________________________________________________________________________________________

PROSPECT understands and agrees that all dealings concerning said business opportunity will be handled through BROKER and that BROKER HAS ENTERED INTO AN AGREEMENT FOR PAYMENT OF A COMMISSION WITH THE SELLER. PROSPECT further agrees that information received with respect to the above-mentioned opportunity will be kept in strict confidence, will not be used to compete with the SELLER and that PROSPECT shall not disclose this information to any person, excluding those parties specifically involved in the transaction itself and the PROSPECT’S sole purpose in seeking information about the business is to purchase a business. In the event that PROSPECT violates this confidentiality covenant or any other covenant herein and/or with respect to SELLER, then BROKER, Listing BROKER and SELLER shall be entitled to all remedies provided by law, including but not limited to injunctive relief and damages. The same remedies shall be afforded and available to the BROKER in the event that the PROSPECT and/or the SELLER circumvent the BROKER. BROKER shall be deemed to include all and any other BROKERS with whom BROKER is co-operating.

All data on business opportunities are provided for information purposes only. No representation is made by BROKER as to the accuracy of the data provided. BROKER encourages PROSPECT to thoroughly review and independently verify to PROSPECT’S own satisfaction that the data provided are substantially representative of the business activity of the SELLER and can be relied upon when considering the purchase of said business opportunity of SELLER. PROSPECT acknowledges that PROSPECT has been advised to seek the independent counsel of an attorney and/or an accountant to verify the information supplied to BROKER by SELLER and to examine any and all applicable documentation relevant to the transaction.

In the event that PROSPECT discloses the availability of said designated business opportunity of SELLER to any third party and this third party purchases the business without the BROKER, then PROSPECT, in addition to the remedies specified hereinabove, will also be responsible for the payment of BROKER’S compensation which would have been payable on the listed selling price or minimum compensation, whichever is greater.

PROSPECT agrees that he will not within two years from this date deal directly or indirectly with the SELLER without the BROKER’S written consent and should the PROSPECT do so directly or indirectly and a sale, management agreement, lease or other financial arrangement, including leasing the SELLER’s premises from the SELLER or Landlord is consummated, the PROSPECT shall be liable for all and any damages which the BROKER may suffer, including but not limited to the compensation which would have been payable on the listed selling price or minimum compensation, whichever is greater and PROSPECT further agrees in terms of Section 475.42(1)(j) of the Florida Statutes, the BROKER at BUYER’S expense shall have the right to place any appropriate lien and encumbrance on the business and real estate or both, necessary to collect any compensation and this shall be the necessary authorization and consent as is required by the Statute. BUYER further grants BROKER a security interest under the FLORIDA UNIFORM COMMERCIAL CODE in and to all furniture, fixtures, inventory, accounts receivable and general tangibles of the BUSINESS as security for such commissions due in the future arising out of any options which a BUYER may subsequently exercise and authorizes BROKER to file this Agreement as a financing statement to perfect such security interest for the purpose hereof the prospect shall include any corporation which the BUYER may use to purchase the said business.

This Contract shall be governed by the laws of the State of Florida. The parties agree that prior to the institution of Arbitration as hereinafter set out, they will have the option of attempting to settle any dispute or claim between them whether arising out of this document, the breach, or the interpretation thereof, to non-binding mediation in terms of the Florida Mediation Act 44 Florida Statutes. All cost of mediation shall be born equally by the parties. The parties and the Broker specifically and irrevocably agree, subject to the provision for Mediation referred to above, to submit any controversy or claim arising out of or relating to this Contract, or the breach thereof, to resolution by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (A.A.A.). A judgment upon any award rendered by the arbitrators shall be entered by a court having subject matter jurisdiction therein and all parties expressly waive any challenge to the use of arbitration in accordance with this Paragraph. The parties hereto agree that jurisdiction and venue for the hearing of the arbitration and the entry of judgment upon said arbitration award shall be in _________ County, Florida. The arbitrators are directed to award the expenses of the arbitration, including required travel and other expenses of the arbitrators and any costs of the arbitrators’ representatives, the costs and charges of the American Arbitration Association, all reasonable attorney’s fees and costs, to the prevailing party in the arbitration. The Broker shall be entitled to all information and copies of all documents relating to the mediation or arbitration from the Mediator or Arbitrator and the parties. If the parties waive their rights to Arbitration, which waiver must be in writing and signed by the parties, they agree that any court of competent jurisdiction shall award the costs of the suit, including reasonable attorney’s fees and expenses, to the prevailing party.

The SELLER is the intended beneficiary of all covenants of Prospect, which benefit the SELLER, including without limitation, the covenants concerning the use of information disclosed to Prospect, and may bring an appropriate action to enforce such covenants. The Prospect acknowledges receiving a copy of this document. A facsimile copy of this document and any signatures shall be considered for all purposes as originals.

204-12/98 COPYRIGHT TO FBBA Page 1 of 1