HÜGG CONSULTING

1. Nature and Purpose. Hugg Consulting & Development LLC and Counterparty wish to explore the possibility of a business relationship, and in that regard each of them may provide the other with certain non-public information relating to its business which it considers to be confidential and proprietary. The purpose of this Agreement is to define the parties' rights and obligations with respect to such information. This Agreement does not obligate either party to disclose any information to the other or enter into any other agreement or arrangement.

2. Confidential Information. "Confidential Information" means any and all information, technical data or know-how (including, but not limited to, information relating to research, products, services, software, designs, specifications, drawings, developments, discoveries, inventions, processes, trade secrets, samples, prototypes, facilities, engineering, techniques, customers, vendors, distributors, end users, employees, costs, pricing, internal procedures, business and marketing plans or strategies, finances, projections, markets, business trends, business opportunities and other significant and valuable business information) disclosed or made available by or on behalf of either party (the "Disclosing Party") to the other party (the "Receiving Party") or Receiving Party's or any of its affiliated companies' officers, directors, employees, representatives or agents (including, but not limited to, financial advisors, attorneys and accountants) (collectively, "Representatives"), either directly or indirectly in any form whatsoever (including, but not limited to, written, oral, visual or electronically recorded), and all analyses, compilations, forecasts, studies, notes or other documents prepared therefrom: (i) that has been marked or designated as confidential; (ii) whose confidential nature has been made known by Disclosing Party, orally or in writing, to Receiving Party; or (iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential.

3. Exclusions. Confidential Information does not include information, technical data or know-how which is: (i) known to Receiving Party at the time it is disclosed or made available to Receiving Party as shown by Receiving Party's written records; (ii) known to the public or generally available to the public at the time it is disclosed or made available to Receiving Party, or becomes known to the public or generally available to the public after the date it is disclosed or made available to Receiving Party, through no fault or breach of this Agreement by Receiving Party; (iii) disclosed or made available to Receiving Party by a third party who is not breaching any obligation of confidentiality to Disclosing Party; or (iv) independently developed by Receiving Party without reference to the Confidential Information.

4. Use Limitations. Receiving Party shall not use the Confidential Information for its own use or for any purposes except those purposes expressly set forth above, and shall not reverse engineer, disassemble or decompile any of the Confidential Information.

5. Non-Disclosure. Receiving Party shall not disclose the Confidential Information to any third parties or to any of its Representatives except those Representatives who have a legitimate need to know the Confidential Information for accomplishing the stated purposes described herein. Prior to any such disclosure to any of its Representatives, Receiving Party shall advise each Representative recipient of any Confidential Information of the confidential nature of such information. Receiving Party will cause such Representatives to observe the terms of this Agreement and will be responsible for any breach of this Agreement by, or attributable to, any of such Representatives. Receiving Party shall treat the Confidential Information with at least the same degree of care as it accords to its own confidential information of a similar nature; provided that in no event shall Receiving Party exercise less than reasonable care to protect the Confidential Information.

6. Legal Action Requiring Disclosure. If either party is requested or required by law (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demand or similar process) to disclose any information included in the other party's Confidential Information, such party shall, unless prohibited by law, promptly notify the other party of such request or requirement so that the other party may seek an appropriate protective order or other remedy and/or waive compliance with this Agreement. In the absence of a protective order or other remedy or the receipt of a waiver hereunder, such party will disclose only that portion of the other party's Confidential Information, which is required, as advised by counsel.

7. Return or Destruction of Materials. At any time upon the request of Disclosing Party, Receiving Party will either destroy or return to Disclosing Party all materials in its possession (and all materials in any of its Representatives' possession) which contain any Confidential Information, and shall, at Disclosing Party's written request, certify in writing that all copies (in any form or media) have been destroyed or returned to Disclosing Party. Notwithstanding the foregoing, Receiving Party and its Representatives may retain copies of Confidential Information: (i) to the extent required by applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or professional association or other professional obligations; and (ii) on their respective computer back-up, archiving or disaster recovery systems, provided Receiving Party and its Representatives shall continue to comply with all confidentiality and non-disclosure obligations under this Agreement for any copies of Confidential Information so retained.

8. Proprietary Rights and Ownership. All right, title and interest in and to the Confidential Information shall be and remain vested in Disclosing Party. Nothing in this Agreement shall grant Receiving Party any license or right of any kind with respect to the Confidential Information, other than to use the Confidential Information for the limited purposes expressly provided in this Agreement, which may be revoked at any time upon written notice to Receiving Party. Receiving Party shall not remove any proprietary, copyright, trade secret or other legend or label from any form of the Confidential Information.

9. Term; Survival. The term of this Agreement shall commence as of the Effective Date and continue for a period of three (3) years from and after the Effective Date, unless sooner terminated by either party upon written notice to the other party. Notwithstanding the foregoing, Receiving Party's obligations under this Agreement shall survive the expiration or sooner termination of this Agreement and continue for a period of five (5) years from the date of disclosure (except that Receiving Party's obligations under this Agreement with respect to trade secret information shall continue for the longer of five (5) years or so long as such information constitutes a trade secret under applicable law).

10. Remedies. Receiving Party acknowledges and agrees that the Confidential Information obtained and to be obtained by it pursuant to this Agreement is valuable competitive and/or proprietary information of Disclosing Party, that the use of the Confidential Information in any manner not sanctioned by this Agreement may severely injure Disclosing Party, and that the Confidential Information is being furnished to Receiving Party in reliance upon the covenants and agreements made by Receiving Party in this Agreement. Receiving Party further acknowledges that Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief for a breach of Receiving Party's obligations under this Agreement, and further agrees to waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such remedy. Such remedy will be in addition to any other rights or remedies, whether at law or in equity, which may be available to Disclosing Party.

11. No Representations or Warranties. Disclosing Party makes no representation or warranty whatsoever with respect to the Confidential Information. Disclosing Party shall not be liable in any manner for the Confidential Information, including without limitation any liability for the Confidential Information being inaccurate or incomplete in any respect.

12. Notice of Immunity. An individual is immune from criminal and civil liability under any Federal or State trade secret law for disclosure of a trade secret that is made: (i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (iii) to the individual's attorney in a lawsuit for retaliation by an employer for reporting a suspected violation of law if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

13. Successors and Assigns. Neither party will assign or transfer this Agreement or any rights or obligations hereunder (by operation of law, sale of assets, merger, reorganization or otherwise) without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed. This Agreement shall be binding upon the permitted successors and assigns of both parties.

14. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements or understandings with respect thereto, whether written or oral, and may not be amended, modified or altered in any way except by a writing executed by both parties.

15. Waiver. Neither party shall be deemed to have waived any term or provision of this Agreement unless such waiver shall be in writing. The waiver of a term or provision of this Agreement by a party on one occasion shall not constitute a continuing waiver thereof or a waiver as to other terms or provisions hereof.

16. Severability. The provisions of this Agreement shall be severable, and if any of them is held to be invalid or unenforceable for any reason, such provision shall be modified to the extent necessary to cure such invalidity. The invalidity or unenforceability of one provision shall not affect any other provision of this Agreement.

17. Relationship of Parties. It is not the intention of the parties to create, nor shall this Agreement be construed as creating, any relationship of employer and employee, franchisor and franchisee, master and servant, principal and agent, partnership or joint venture between the parties. Each party shall be deemed an independent contractor at all times throughout the term of this Agreement, and neither shall have the express or implied right or authority to assume or create any obligation on behalf of the other.

18. Governing Law; Attorneys' Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the conflicts of law provisions thereof. Each party irrevocably and unconditionally consents to the jurisdiction of the state and federal courts located in Hennepin County, Minnesota, for any actions, suits or proceedings arising out of or relating to this Agreement and agrees to waive the defense of an inconvenient forum. In the event of any litigation or other legal proceedings between the parties, the prevailing party shall be entitled to reasonable attorneys' fees and all costs of proceedings incurred in enforcing this Agreement.

19. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully executed counterparts. This Agreement may be executed by delivery of a facsimile copy of an executed signature page, or delivery via email of PDF or other electronic copy of an executed signature page, with the same force and effect as the delivery of an originally executed signature page.