CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

(hereinafter “DEALER”). Total Green and Dealer are sometimes collectively referred to herein as “parties” and each individually as a “party”.

WHEREAS, Total Green has developed apparatus relating to Direct Exchange Geothermal heating and cooling has acquired technical know-how, trade secrets and other proprietary information relating to such geothermal water heating system; and

WHEREAS, Total Green desires to disclose to Dealer its Confidential Information (as defined below) relating to its geothermal heating system for the purpose of evaluating and determining whether a mutually beneficial business relationship can be developed between the parties.

NOW, THEREFORE, in consideration of the above premises and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound agree as follows:

1. Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all confidential, trade secret, and proprietary data or information disclosed by Total Green to Dealer that is (a) designated as “confidential,” “proprietary,” or other similar designation; or (b) disclosed orally or visually observed and identified as Confidential Information at the time of disclosure followed by a written summary made by Total Green and provided to Dealer within thirty (30) days from the date of disclosure, which describes in reasonably sufficient detail the identification and nature of such Confidential Information. This Agreement and the subject matter hereof shall constitute Confidential Information. Confidential Information shall not include information or data which (a) is or becomes publicly available through no act or omission of Dealer; (b) is already known by Dealer prior to disclosure; (c) is received by Dealer from a third party who received it from Total Green under no restriction on disclosure by Total Green; or (d) is independently developed by Dealer. If Dealer is required to disclose any Confidential Information pursuant to a valid and proper requirement of a governmental agency or court of competent jurisdiction, then Dealer shall provide Total Green with notice of such requirements after Dealer becomes aware of such requirements so that Total Green may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.

2. Nondisclosure. Dealer agrees to accept the Confidential Information for the purpose of evaluating a possible future business relationship between the parties. Dealer covenants and agrees that it shall regard and treat each item of information or data constituting Confidential Information as strictly confidential. Confidential Information shall be disclosed only to those employees, servants and agents (including, but not limited to, legal counsel) of Dealer as may be required to make the aforesaid evaluation and determination. Dealer and its employees, servants and agents shall not use, reproduce or disseminate to any person any Confidential Information except in furtherance of the aforesaid objects of this Agreement. The covenants expressed in this Section 2 for each item of Confidential Information shall apply for ten (10) years from the date of disclosure of such Confidential Information.

3. Entire Agreement; Binding Effect. This Agreement, together with any attachments hereto, constitutes the entire agreement between the parties in relation to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties, whether written or oral, consistent or inconsistent with this Agreement. All covenants and obligations contained herein shall inure to the benefits of the parties hereto and their respective successors and assigns.

4. Independent Parties. It is expressly understood that the parties are independent of one another and that neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto.

5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of Ohio. The parties agree that any court or administrative agency of competent subject matter jurisdiction in Ohio shall exercise personal jurisdiction over the parties hereto for purposes of resolving any dispute arising out of this Agreement.

6. Severability; Waiver. All sections and subsections of this Agreement are severable, and the unenforceability or invalidity or any of the sections or subsections of this Agreement shall not affect the validity or enforceability of the remaining sections or subsections of this Agreement, but such remaining sections or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the parties. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

7. Modification; Counterparts. No modification to any provision hereof shall be effective unless stated in writing and signed by both parties hereto. This Agreement may be executed in two or more counterparts, each of which shall take effect as an original, and all of which, together, shall evidence one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Confidentiality and Nondisclosure Agreement as of the date first set forth above.