CONFIDENTIALITY AGREEMENT

In connection with Prospective Purchaser’s consideration of a proposed transaction  (the “Transaction”) with the owners (collectively, the “Owner”) of a distribution building known as 21 Steel Road S, Morrisville, PA (the “Property”), NAI James E. Hanson. (“Agent”) on behalf of the Owner, is prepared to furnish Prospective Purchaser with certain confidential and proprietary information (“Information”) concerning the Property.  It is also anticipated that the parties will engage in discussions regarding the Transaction and express opinions regarding future activities of the Owner (collectively “Discussions”).  All such Discussions and Information is herein collectively referred to as “Evaluation Material”.

Prospective Purchaser acknowledge and agree that it is imperative that all Evaluation Material remain confidential. Accordingly, Prospective Purchaser agrees that before any of Prospective Purchaser’s affiliates, or Prospective Purchaser’s or such affiliates’ agents, advisors, or representatives (each, “Representative”) may be given access to the Evaluation  Material,  each  such  affiliate  and  Representative shall agree to be bound by the terms of this Agreement. Prospective Purchaser agree to be bound by the terms of this Agreement. Prospective Purchaser agrees to be responsible for any breach of this Agreement by Prospective Purchaser’s affiliates or their Representatives. Prospective Purchaser agrees to indemnify and hold the Owner and Agent harmless from any costs or damages, including reasonable attorneys’ fees, resulting from such breach.

To maintain the confidentiality of the Evaluation Material, Prospective Purchaser, and each individual or entity agreeing to be bound by this Agreement agree:

1. Not to use or allow the  use  for  any purpose  of any Evaluation Material or notes, summaries, or other material derived by Prospective Purchaser, Prospective Purchaser’s affiliates, or their Representatives from the Evaluation Material (collectively,  “Notes”)  except  to  determine whether Prospective Purchaser wishes to propose to enter into a Transaction with the Owner and the terms thereof;
2. Not to disclose or allow disclosure to others  of  any  Evaluation  Material or  Notes  except those individuals employed by Prospective Purchaser, its affiliates or their  Representatives  who are specifically assisting Prospective Purchaser in  making  the determinations referred to in clause (a) above (it being understood that Prospective Purchaser’s Representatives shall be informed by Prospective Purchaser of this requirement and the confidential nature of such information and shall be directed by Prospective Purchaser to treat such information confidentially);

1. Not to disclose or allow disclosure to persons other than those described in clause (b) above that the Evaluation Material has been made available to Prospective Purchaser that Prospective Purchaser, Prospective Purchaser’s affiliates, or their Representatives have inspected any Evaluation Material or that Prospective Purchaser or Prospective Purchaser’s affiliates and the Owner may be considering a Transaction or have had, are having or propose to have any discussions with respect thereto.

Any disclosure not in accordance with the foregoing shall require written consent from the Owner.

The Owner may elect at any time to terminate further access by Prospective Purchaser to Evaluation Material and Prospective Purchaser agree that upon any such termination, Prospective Purchaser will promptly (and in any case within 14 days of the Owner’s request) return or destroy (with a certificate of destruction being provided to  the  Owner)  all  Evaluation  Material except Notes and will cause all Notes and photocopies thereof to be destroyed (with  a  certificate  of  destruction being provided to the Owner). No such termination will affect Prospective Purchaser’s obligations hereunder or those of any Representatives, all of which obligations shall continue in effect.

This Agreement shall be inoperative as to particular portions of the Evaluation Material if such information

(i) becomes generally available to the public  other  than as a result of a disclosure by Prospective Purchaser,  Prospective Purchaser’s affiliates, or their Representatives, (ii) was available to Prospective Purchaser on a non-confidential basis prior to its disclosure to Prospective  Purchaser by the Owner or its agents, advisors, or representatives, or (iii) becomes available to Prospective Purchaser on a non-confidential basis from a source other than the Owner or its  agents, advisors or representatives when such source is entitled, to the best of Prospective Purchaser’s knowledge, to make such disclosure. This Agreement shall (a) be binding upon Prospective Purchaser, Prospective Purchaser’s affiliates, and their Representatives for a period of two years from the date hereof, and (b) be governed by and construed in accordance with the laws of the State of New Jersey.

If Prospective Purchaser, Prospective Purchaser affiliates, or  their  Representatives are  requested or required  (by  oral  questions,  interrogatories,  requests  for  information,  subpoena,  civil  investigative demand, or  similar  process or by applicable  rules  or regulations  to which Prospective  Purchaser is subject) to disclose any Evaluation Material or Notes, it is agreed that Prospective  Purchaser will provide the Owner with prompt notice of  such request(s)  or  requirement(s), to the extent practicable, so that the Owner may seek an appropriate protective order and/or waive  Prospective  Purchaser’s  compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Prospective Purchaser, Prospective Purchaser’s affiliates, or their Representatives are, in the opinion of Prospective Purchaser’s counsel or Prospective Purchaser Representatives’ counsel, as the case may be, compelled to disclose Evaluation Material or Notes under pain of liability for contempt or other censure or penalty, Prospective Purchaser may disclose such information without liability hereunder.  In such event, Prospective Purchaser will furnish only that portion of the Evaluation Material or Notes which is legally required or consented to by Owner and will exercise best efforts to obtain reliable assurance that confidential treatment will be accorded the Evaluation Material.

Prospective Purchaser recognize that during the course of discussions with the Owner, Prospective Purchaser may become acquainted with property level employees of the Owner and their employment information. Prospective Purchaser recognize that these employees are valuable resources of the Owner, its subsidiaries and affiliates.  Prospective  Purchaser agree that it will not, for a period of one year following the termination  of  any  discussions  with  the  Owner  concerning this Transaction solicit, induce or recruit any of these employees to leave the employment of the Owner, its subsidiaries or affiliates.

Prospective Purchaser also acknowledge that the breach of any provision of this Agreement will cause irreparable harm for which remedies at law will be inadequate. Accordingly, in the  event of  any breach or threatened or attempted breach of any provision hereof by Prospective Purchaser, the Owner shall, in addition to all  other  remedies,  be  entitled  to  a  temporary  and  permanent  injunction restraining such breach, and to a decree for specific performance of the provisions hereof, without  being required to show actual damages or to furnish any bond or other security.

With respect to all Evaluation Material furnished to Prospective Purchaser,  Prospective understand and agree that none of Agent, the Owner, or their respective affiliates, agents, advisors, or representatives make any representations or warranties, express or implied, with respect thereto. Prospective Purchaser also agree that none of Agent, the Owner, or their respective affiliates, agents, advisors, or representatives shall assume any responsibility or have any liability to Prospective Purchaser, or any of your affiliates  or your or their Representatives resulting from  the selection or use of the Evaluation Material by Prospective Purchaser, or such affiliates, or your or their Representatives.

Prospective Purchaser understand and agree that Agent has no power  or  authority to in any way bind the Owner with respect to any transaction involving the  Owner.  Prospective  Purchaser also understand and agree that no contract or agreement providing for  any  Transaction  shall  be deemed to exist between Prospective Purchaser and the Owner unless  and until a final definitive  agreement  has been executed and delivered by both parties, and Prospective Purchaser hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Transaction unless and until Prospective Purchaser and the Owner shall have entered into a final definitive  written agreement. Prospective Purchaser also agree that unless and until a final definitive agreement between Prospective Purchaser and the Owner regarding a Transaction has been executed and delivered, neither Prospective Purchaser nor the Owner will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Prospective Purchaser further acknowledge and agree that the Owner reserves the right, in its sole discretion, to reject any and all proposals made by Prospective Purchaser or any of its  Representatives with regard to a Transaction, and to terminate discussions and negotiations with Prospective Purchaser at any time. Prospective Purchaser further understand that the Owner shall be free to conduct any process for any Transaction with respect to the Property, if and as the Owner, in its sole discretion, shall determine (including, without limitation, negotiating with any other interested party and entering into a definitive agreement with another interested party without prior notice to Prospective Purchaser or any other person).

Prospective Purchaser shall not visit the Property without the consent of Agent or the Owner. Except in the ordinary course of business unrelated to the proposed sale of the Property or any leasing, Prospective Purchaser shall not contact any tenants or employees of the Property nor any mortgagees, if any, who have an interest in the Property.

Notwithstanding anything to the contrary contained herein, each party and its  related  parties,  confirm  that there is no limitation on disclosing, the tax treatment or the tax structure of the proposed Transaction and all materials of any kind (including opinions or other tax analyses) relating to such “tax treatment”  or  “tax structure” that are provided to it, except that each party and its related  parties  may  not  disclose  (i) information to the extent that disclosure would violate applicable federal or state securities laws, (ii) information identifying the parties, and (iii) (except to the extent relevant to such  tax  treatment  or  tax structure) any nonpublic commercial or financial information. For this purpose, the “tax treatment” is the purported or claimed income tax treatment of a transaction and the “tax structure” is any fact that may be relevant to understanding the purported or claimed income tax treatment of a transaction. The preceding sentences are intended to cause the proposed Transaction to be treated as not having been offered under conditions of confidentiality for purposes of Treasury Regulation 1.6011-4(b)(3) (or any successor provision) promulgated under 6011.  This authorization of tax disclosure is retroactively effective to the commencement of the first discussions between the parties regarding the proposed Transaction contemplated herein.

Prospective Purchaser hereby acknowledge that Prospective Purchaser is  aware  that  the United States securities laws prohibit any person who has material,  non-public  information  concerning  the parent of the Owner or a possible investment in, or  transaction  involving,  the  Owner  from  purchasing  or selling securities or indebtedness of the Owner’s  parent  or  from  communicating  such  information  to  any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase or sell such securities or indebtedness.

Prospective Purchaser acknowledges that Agent has been retained by the Owner to represent Owner in any Transaction. Prospective Purchaser also acknowledges that it shall be responsible for any commissions or compensation owing any other brokers, salespersons, finders or similar parties with whom Prospective Purchaser deals in connection with the purchase of the Property. Prospective Purchaser hereby agrees  to indemnify,  defend and hold  the  Owner  and Agent harmless from and against any and all claims  for a brokerage commission or other compensation asserted any   broker,  salesperson, finder or similar party with whom Prospective Purchaser deals in  connection  with  the  purchase  of  the Property. Prospective Purchaser further unconditionally and irrevocably agrees to waive any claim against the Owner for a commission or other compensation with respect to Prospective Purchaser’s purchase of the Property. Notwithstanding anything contained herein to the contrary, the provisions of this paragraph will survive the termination of this letter agreement or the closing of the sale of the Property.

The undersigned have all requisite power and authority to execute and deliver this Agreement on behalf of Prospective Purchaser.