Confidentiality and Non-Disclosure Agreement

Eagle Biomass Inc.

Waste Collection and Biomass Handling—Fuel Plant Demonstration Strategy

In order to induce Eagle Biomass (the “Company”) to furnish to the undersigned, and all associated, access to certain confidential and propriety information relating to Company’s products and/or processes, formulas, equipment and systems and in consideration of being furnished with such information, the undersigned hereby agrees, on its or his or her behalf as well as on behalf of the undersigned’s employees, agents and representatives, as follows:

1. It is acknowledged and agreed by the undersigned that unless otherwise specifically labeled or identified as such by the Company, any and all written and oral information (including, without limitation, all models, photographs, drawings, diagrams, tabulations, reports, formulas and the like) furnished, or to be furnished, in connection with the conduct of the Company’s business, as well as any analyses, compilations, data, studies or other documentation or materials prepared by the undersigned, its employees, agents or representatives containing, or based on, such furnished information (all of the foregoing will hereafter collectively be called the “Information”), are and shall remain the sole proprietary property of the Company and is to be treated in all respects as confidential in nature; provided, however, the Information shall not include any portion thereof which (a) is now or which hereafter, through no act or failure on the part of the undersigned, becomes generally known or available; (b) is already known to the undersigned at the time of receipts thereof; of. (c) is hereafter furnished to the undersigned by a third party without restriction on disclosure.

2. The undersigned will not, without the prior written consent of the Company use the Information for any purpose other than as shall be necessary for the evaluation and/or development of the Company’s business, nor will the undersigned manufacture and strategize or help others to manufacture and strategize any product or services which incorporates, or is based upon, any of the information.

3. The undersigned will not, whether directly or indirectly, by agent, employee or representative disclose, disseminate, divulge or otherwise publish the Information, either in whole or in part, to any person whatsoever; provided, however, that the Information may be disclosed to, and only to, those of the undersigned’s employees, agents or representatives who need the Information for the purpose of assisting the undersigned in evaluating the Information provided (it being understood that prior to any such disclosure, those employees, agents or representatives shall be informed by the undersigned to treat such Information confidentially and shall agree with the undersigned to be bound by this agreement). The undersigned shall be responsible for any breach of this agreement caused by his/her employees, agents or other representatives.

4. Upon the request of the Company, the undersigned will promptly return to the Company all Information in tangible form including, without limitation, all models, photographs, drawings, diagrams, tabulations, records, reports, documents, correspondence, memoranda and other materials furnished to the undersigned any of their employees, agents and representatives and will not retain any copies thereof. Upon request of the Company, the undersigned will also destroy any analyses, compilations, data, studies or other documents or materials prepared by the undersigned and constituting any part of the Information, and will certify such destruction to the Company in writing.

5. Nothing herein shall require the Company to disclose to the undersigned any Information; nor shall anything herein be construed as granting or conferring the undersigned any license or right to use any product or process developed in connection or as a result of the undersigned’s relationship with the Company.

6. The undersigned acknowledges that the restrictions contained in this agreement are reasonable and necessary in order to protect the legitimate interests of the Company and that remedies at law may be inadequate to the protect the Company against an actual or threatened breach of this agreement. Therefore, the undersigned acknowledges that the Company shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach of this agreement, in addition to all other remedies available at law or equity.

7. This agreement shall be binding upon the respective successors and assigns of the parties hereto and shall be governed and constructed in accordance with the laws of the State of Illinois. The undersigned agrees any action to be filed in connection with or arising out of this Agreement shall be filed in the federal or state courts of Illinois, located in Cook County, Illinois. In the event that litigation shall be instituted to enforce or effectuate any provisions of this Agreement, Company shall be entitled to tax as costs, in addition to all other costs otherwise taxable, a reasonable amount on account of attorneys' fees necessarily incurred in connection with such litigation

8. The undersigned acknowledges that the making, execution and delivery of this agreement have been induced by no representations, statements, warranties or agreements of the Company other than those herein expressed.

9. This agreement embodies the entire understanding of the parties; there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter herein.

10. This agreement is deemed to be effective as of the ___14_____ day of ____05____, 2012__.