The undersigned has been advised that GVA Kidder Mathews (GVAKM) has been retained by Skippers (The "Seller") with respect to providing information on the Skippers Restaurant chain (The "Property"). The Seller has indicated that all inquiries and communications with respect to the contemplated sale of the Seller's interest in the Property be directed to GVAKM.

The entity or person listed below as "Buyer" is interested in the possible Purchase of the Property. If applicable, Buyer is represented by the entity or person listed below as "Broker." Buyer represents that it has the experience and financial capabilities to evaluate and purchase the Property. All information furnished to Buyer and/or Broker by the Seller or by GVAKM shall not be duplicated, and it shall be used solely for Buyer's evaluation of the purchase of the Property for its own account as a principal.

GVAKM has available for review certain information ("Confidential Information") concerning the Property. On behalf of the Seller, GVAKM may make such Confidential Information available to the undersigned upon execution of this Confidentiality Agreement. The Confidential Information is intended solely for your own, limited use in considering whether to pursue negotiations to acquire the Property. This is not an agreement to sell the Property or an offer of sale. No agreement binding upon the Seller, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until the Seller enters into a formal binding agreement of sale.

The Confidential Information contains brief, selected information pertaining to the business and affairs of the Seller, and has been prepared by GVAKM primarily from information supplied by the Seller for the Seller's agent. It does not purport to be all-inclusive or to contain all the information that a prospective purchaser may require or desire. Such information was received from third party sources and has not been independently verified by GVAKM. Financial information contains estimates based on assumptions and may not represent the current or future performance of the Property. Buyer agrees that Buyer's decision to purchase the Property shall be based solely on Buyer's independent investigation and evaluation of the Property and all information relating to the Property and not on any information provided by either Seller or GVAKM. Buyer and Broker agree that the Seller and GVAKM shall have no liability with respect to any information provided by the Seller or GVAKM. Neither GVAKM nor Seller make any representations or warranties, expressed or implied, as to the accuracy or completeness of the Confidential Information, and no legal liability is assumed or to be implied with respect thereto.

By executing this Confidentiality Agreement Buyer and Broker agree that the information provided is confidential, that each of them will hold and treat it in the strictest confidence, and that neither Buyer nor Broker will not disclose or permit anyone to disclose the Confidential Information to any person, firm or entity without prior authorization of the Seller and GVAKM, except that the information may be disclosed to Buyer's partners, employees, legal counsel and lenders or pursuant to a court order (and the undersigned shall obtain the agreement of any parties to which Confidential Informant is to be disclosed to be bound by the terms of this letter). Photocopying or other duplication is strictly prohibited. Seller expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in the Property and to terminate discussion with any party at any time with or without notice. If you do not wish to pursue acquisition negotiations, you hereby agree to return the Confidential Information and deliver copies of any reports or surveys prepared by, or on behalf of, the undersigned concerning the Property to GVAKM.

The undersigned acknowledges that it is undertaking its investigation of the Property at its sole risk, and that under no circumstance will any amounts expended by the undersigned, for its due diligence investigation or review, be paid or reimbursed by Seller or GVAKM.

Buyer and Broker agree that, in no event shall the undersigned or any of its agents or contractors contact any tenant of the Property or any governmental authority concerning the Property, or make any physical inspection or testing of the Property, without prior written consent of GVAKM or Seller.