| ADDENDUM B | |
| NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT | |
| This agreement is effective as of March 10, 1997 by and between Delta Steel, | |
| Inc., a Texas corporation, hereafter referred to as "Delta" or "party", and FWT, | |
| Inc., a Texas corporation, hereafter referred to as "FWT" or "party". | |
| WITNESSETH: | |
| 1.0 Both parties understand the nature and character of this Agreement, and | |
| intend for this to be a fully binding agreement. | |
| The parties may use all legal | |
| means at their disposal to enforce this Agreement. | |
| Reference to Delta and FWT | |
| includes any subsidiary, affiliated or parent companies, and the directors, | |
| officers, employees, agents, representatives and contractors of the respective | |
| companies. | |
| 1.1 "Period of Affiliation", as used below, refers to the period of the | |
| business relationship between the parties under the Cooperative Production | |
| Agreement dated March 10, 1997. | |
| 1.2 Consideration for compliance with this Agreement is the opportunity to | |
| work under the aforementioned Cooperative Production Agreement and any | |
| remuneration in any form agreed to by the parties. | |
| This Agreement is intended to | |
| extend beyond the Period of Affiliation. | |
| 2.0 Both parties agree that its representatives and employees will not at any | |
| time, either during or subsequent to the Period of Affiliation, either directly | |
| or indirectly, disclose to others or use any secret, confidential or proprietary | |
| information and know-how of the other party (whether or not developed by the | |
| other party) without that party's written consent. | |
| The term "secret, | |
| confidential or proprietary information and know-how" shall include, but shall | |
| not be limited to, company plans, customers, costs, programs, prices, computer | |
| programs and methods used, developed, investigated, made or sold, at any time, | |
| either before or during the parties' Period of Affiliation. | |
| 2.1 Salary and compensation information is considered confidential and | |
| proprietary information, and is fully subject to the disclosure restrictions of | |
| this Agreement. | |
| 3.0 The rights and obligations of the parties hereto shall be construed under | |
| the laws of the State of Texas and shall be binding upon the heirs, legal | |
| representatives and assigns with respect to the subject matter thereof. | |
| No | |
| changes to this Agreement shall be effective unless made in writing and executed | |
| by both parties. | |
| DELTA STEEL, INC. FWT, Inc. | |
| P.O. | |
| Box 2289 P.O. | |
| Box 8597 | |
| Houston, TX 77252 Fort Worth, TX 76124 | |
| BY: /s/ R. A. EMBRY BY: /s/ T. W. MOORE | |
| ----------------------- -------------------------- | |
| TITLE: PRESIDENT TITLE: PRESIDENT | |
| -------------------- ----------------------- | |
| DATE: 3/10/97 DATE: 3/31/97 | |
| --------------------- ------------------------ | |