Plan De Negocio Empresa De Internet

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MAKING E-BUSINESS YOUR BUSINESS

Business Plan

Miami, April 6 2000

1221 Brickell Av. 9th Floor, Miami FL, 33131
Tel: (305)995-8275 Fax: (305)5477851

PRIVATE AND CONFIDENTIAL

Mr.______________ COPY # ________ Date ________

In connection with your consideration of a possible investment in Mercadoempresarial.com INC, aDelaware Corporation (“Mercadoempresarial.com”), you are being furnished information concerning Mercadoempresarial.com. As a condition to your being furnished such information, you agree to treat any information, including but not limited any information in electronic means, concerning Mercadoempresarial.com which is furnished to you by or on behalf of Mercadoempresarial.com (herein collectivelyreferred to as the “mercadoemprearial.com Business Plan”) in accordance with the provisions of this letter and to take or abstain from taking certain other actions herein set forth. The term “mercadoemprearial.com Business Plan” does not include information which (i) is already in your possession, provided that such information is not known by you to be subject to another confidentiality agreement withor other obligation of secrecy to Mercadoempresarial.com or another party, or (ii) becomes generally available to the public other than as a result of a disclosure by you or your directors, officers, employees, agents or advisors, or (iii) becomes available to you on a non-confidential basis from a source other than Mercadoempresarial.com or its advisors, provided that such source is not known byyou to be bound by a confidentiality agreement with or other obligation of secrecy to Mercadoempresarial.com or another party.

You hereby agree that the mercadoempresarial.com Business Plan will be used solely for the purpose of evaluating a possible transaction between Mercadoempresarial.com and you, and that such information will be kept confidential by you; provided, however, that (i)any of such information may be disclosed to your directors, officers and employees and representatives or your advisors who need to know such information for the purpose of evaluating any such possible transaction between Mercadoempresarial.com and you (it being understood that such directors, officers, employees and representatives or your advisors shall be informed by you of the confidentialnature of such information and shall be directed by you to treat such information confidentially), and (ii) any disclosure of such information may not be made without Mercadoempresarial.com´s prior written consent.

In addition, without the prior written consent of Mercadoempresarial.com, you will not, and will direct such directors, officers, employees and representatives not to, discloseto any person either the fact that discussions or negotiations are taking place concerning a possible transactions between Mercadoempresarial.com and you or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof.

In the event that you do not proceed with the transaction which is the subject of this letter within a reasonabletime, you shall promptly redeliver to Mercadoempresarial.com all written material included in the mercadoempresarial.com Business Plan and, except as provided below, any other written material containing or reflecting any information in the mercadoempresarial.com Business Plan and, except as provided below, will not retain any copies, extracts or other reproductions in whole or in part of suchwritten material including but not limited any information in electronic means. All documents, memoranda, notes and other writings whatsoever prepared by you or your advisors based on the information in the mercadoempresarial.com Business Plan shall be destroyed.

You acknowledge that the mercadoempresarial.com Business Plan is unique and valuable to Mercadoempresarial.com, and that...