PRESCOTT-MARTINI, LLC CONFIDENTIALITY AGREEMENT

sets forth the conditions and obligations which will govern the use, duplication, and disclosure of any Confidential information (as defined below) that may be disclosed by one party to the other, and is effective on the date the last party signs it (the "Effective Date"

Disclosure. The parties or their respective Affiliates intend to engage in discussions concerning a potential business transaction, and may in the future engage in discussions concerning other transactions (each a "Proposed Transaction" In connection with a Proposed Transaction, the parties or their respective Affiliates may disclose to each other technical, financial or other information, material, or data which is written, oral or in any other form, electronic or otherwise, which is considered confidential and proprietary. An "Affiliate" shall mean any entity which controls, which is controlled by, or which is under common control with a Party.

Confidential information. "Confidential information" means any information owned or disclosed by or on behalf of a party or any of its Affiliates (the "Disclosing Party") that: (a) is marked as confidential, proprietary, or with a similar legend; (b) is otherwise confirmed to be confidential or proprietary; or(c) the party or its Affiliate receiving the information (the "Receiving Party") should reasonably believe to be confidential based upon its content, including, without limitation, network configurations or maps, trade secrets, technical solutions, or specifications, business or marketing strategies or plans, pricing or other terms, methodologies, and/or other such specific information disclosed during the course of negotiations or the conduct of business between the parties. Confidential information will include information of a third party that the Disclosing Party may disclose only under a confidentiality agreement. Notwithstanding any other term or condition of this Agreement, Customer's use of Prescott's services to transmit, access, retrieve or store Customer's information shall be governed by the applicable service agreement between Prescott and Customer and shall not be considered Confidential information under this Agreement.

Public information. The Receiving Party will have no obligation with respect to Confidential information that: (a) was already known to the Receiving Party, without restriction, prior to disclosure by the Disclosing Party, as demonstrated by written records in existence at the time of disclosure; (b) is publicly known otherwise than by the breach of this Agreement by the receiving party; (c) has been subsequently received lawfully from a third party and is without restriction; or (d) has been independently developed by the Receiving Party.

Non-disclosure Obligation. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees: (a) not to disclose, or permit its Affiliates to disclose, Confidential information, or the existence of this Agreement and/or the discussions relating to the Proposed Transaction; (b) to use the same degree of care and diligence to protect Confidential information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce or copy the Confidential information, in whole or in part,

except as necessary for the evaluation or conduct of the Proposed Transaction; and (d) to notify the Disclosing Party upon discovery of any loss or unauthorized

disclosure of the Confidential information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential information to such of the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a "Receiving Party Representative") who reasonably require such access to accomplish the purposes stated above and who have agreed to be bound by terms no less protective and not materially different from this Agreement.

The Receiving Party may make copies, notes, summaries, or extracts ("Derivatives") of the Confidential information only as necessary for the authorized purpose(s A breach of this Agreement by a Receiving Party Representative will constitute a breach of this Agreement by the Receiving Party. If the Receiving Party is required by written court order, subpoena, regulation, or operation of law to disclose any Confidential information, the Receiving Party will provide the Disclosing Party with prompt notice to enable the Disclosing Party to intervene prior to disclosure; and if such protection is not obtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party will disclose only that portion of the Confidential information which it is legally required to disclose.

Term and Duration of Protection. This Agreement may be terminated by either party upon written notice to the other party. The obligations relating to use and protection will survive termination of this Agreement and will end five years from the latter or (a) the termination of this Agreement; or (b) final disclosure of Confidential information under this Agreement, provided however, that the parties' confidentiality obligations under this Agreement will survive with respect to any Confidential information that constitutes a trade secret under applicable law, and will remain in effect until trade secret protection is lost under applicable law.

No Additional Rights. Unless otherwise agreed in writing, the Receiving Party will not have any rights or obligations respecting the Confidential information other than those specifically set forth in this Agreement. Without limiting the generality of any other provision of this Agreement, and unless otherwise agreed in writing: (a) no license is hereby or otherwise granted, directly or indirectly, under any patent, copyright or other proprietary right of the Disclosing Party; and (b) neither party will be obligated to disclose information to the other party or to enter into any further agreements relating to the Proposed Transaction or any information. Unless otherwise agreed in writing, a party and its Affiliates may terminate discussions regarding the Proposed Transaction at any time. The Receiving Party's obligations under this Agreement respecting the Confidential information will survive termination of such discussions. The Disclosing Party will have no right to review, copy or otherwise access the Derivatives prepared by the Receiving Party.

Disposition of Confidential information. The Receiving Party will, upon written request of the Disclosing Party, either, at the Disclosing Party's election, (a) return to the Disclosing Party all Confidential information (other than the Derivatives), including all copies thereat, or (b) destroy all Confidential information (including the Derivatives) and provide the Disclosing Party with a written certification.

Injunctive Relief. It is agreed that a violation of this Agreement may cause irreparable harm lo the non-

violating party and such party will be entitled to seek injunctive relief and/or specific performance, in addition to any other remedies available to it at law or, where applicable, in equity.

Export Laws. The parties acknowledge that the export laws of the United States may applyi to the export of information disclosed hereunder outside of the United States, and each party will be solely responsible for compliance therewith. Other Provisions. Unless otherwise agreed in writing: (a) this Agreement will be governed by the laws of the State of Delaware without regard to any contrary choice of laws principles; (b) this Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both parties; (c) a party may waive any rights under this Agreement only by written waiver duly signed by such party, and no failure to exercise or delay in exercising a right under this Agreement will constitute a waiver of such right; (d) the rights and obligations of each party under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the consent of the other party and any such attempt will be void, and this Agreement will inure to the benefit of the parties hereto and their respective successors and permitted assigns; (e) no provision of this Agreement will affect, limit or restrict either party's right to engage in any business in any place and at any time, whatsoever, provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (f) NOTHING IN THIS

AGREEMENT WILL BE CONSTRUED AS A WARRANTY OF THE ACCURACY OF THE CONFIDENTIAL INFORMATION

DISCLOSED BY A PARTY; (g) the invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement; (h) all notices under this Agreement must be in writing and will be deemed delivered to and received by a party, and will otherwise become effective, on the date of actual delivery (by personal delivery, express delivery service or certified mail) to the party's general counsel at the Notice Address of such party set forth below; (i) this Agreement may be executed in counterparts; and signatures exchanged by facsimile are effective for all purposes hereunder to the same extent as original signatures.