<PAGE>
AGREEMENT FOR EXCHANGE OF
CONFIDENTIAL INFORMATION
WHEREAS Kenny Industrial Services, L.L.C. (the "Interested Party") and
Canisco Resources, Inc. ("CANISCO") agree (and each of the undersigned
represents that such entity's board has approved this agreement) that the mutual
objective of this Agreement for Exchange of Confidential Information (this
"Confidentiality Agreement") is to provide for the disclosure of non-public,
confidential and/or proprietary information (the "Information").
In consideration for CANISCO's release of certain information about the
properties and operation of CANISCO, the Interested Party hereby agrees as
follows:
1. The Interested Party, and its agents, representatives, advisors and
employees who are actively participating in the evaluation of the
Information will keep it confidential and not disclose or reveal the
Information and use the same care and discretion to avoid disclosure,
publication or dissemination of the Information as it uses with its own
non-public, confidential and/or proprietary information.
2. The Interested Party agrees to be responsible for any beach of this
Agreement by such agents, representatives, advisors and employees.
3. The Interested Party agrees not to use the Information for any purpose
other than in connection with the evaluation of CANISCO.
4. The Interested Party shall not disclose to any person the fact the
Information has been made available, that discussions or negotiations are
taking place or have taken place concerning a possible transaction, or any
of the terms, conditions or other facts with regard to any such possible
transaction, including the status thereof.
5. In the event that the Interested Party is requested pursuant to, or
required by, applicable law or regulation or by legal process to disclose
any Information, the Interested Party agrees to provide CANISCO with prompt
written notice of such request or requirement in order to enable CANISCO to
seek an appropriate protective order or other remedy, to consult with
CANISCO with respect to CANISCO taking steps to resist or narrow the scope
of such request or legal process, or to waive compliance, in whole or in
part, with the terms of this Confidentiality Agreement. In any such event,
the Interested Party will use its reasonable best efforts to ensure that
all Information that is disclosed will be accorded confidential treatment.
6. No obligation of confidentiality applies to any Information that the
Interested Party already possesses without obligation of confidentiality,
develops independently from a source which is not prohibited from
disclosing the information or becomes public knowledge without breach of
this Confidentiality Agreement.
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Agreement for Exchange of Confidential Information
Page 2
7. For a period of one year from the date of this Confidentiality Agreement,
the Interested Party will not employ, solicit for employment or otherwise
disrupt the employment relationship of any person per the attached Schedule
A.
8. For a period three weeks from the date hereof, neither CANISCO nor any of
its directors, officers, employees, agents, financial advisors or
controlling persons shall directly or indirectly encourage, solicit,
initiate, or participate in any way in any discussion or negotiation with,
or provide any information to, or afford any access to the properties,
offices, or other facilities, to the officers and employees, or to the
books and records, of CANISCO or otherwise assist, facilitate or encourage
any person concerning any proposed merger, consolidation, share exchange,
business combination, recapitalization, equity investment, liquidation, or
similar transaction involving CANISCO, its subsidiaries, or its
shareholders, as applicable, a direct or indirect sale of all or any
significant portion of the assets or business of CANISCO or any of its
subsidiaries or a direct or indirect sale or issuance of any capital stock
of CANISCO (a "Competing Transaction"). CANISCO shall immediately
communicate to the Interested Party the terms of any proposal, offer,
discussion, or inquiry relating to a Competing Transaction and the identity
of the party making such proposal, offer, or inquiry.
9. Without prejudice to the right and remedies otherwise available to CANISCO,
CANISCO shall be entitled to equitable relief by injunction if the
Interested Party breaches or threatens to breach any of the provisions of
this Confidentiality Agreement. It is further understood and agreed that no
failure or delay by CANISCO in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other exercise of any right, power or
privilege hereunder.
10. Neither CANISCO or any of its directors, officers, employees, agents,
financial advisors or controlling persons makes any express or implied
representation or warranty as to the accuracy or completeness of any
Information. The Interested Party agrees that CANISCO shall have no
liability to the Interested Party related to or arising from the use of the
Information or for any errors therein or omissions therefrom. The
Interested Party also agrees that it is not entitled to rely on the
accuracy or completeness of the Information.
11. This Confidentiality Agreement shall be governed by and construed in
accordance with the laws of Delaware. Nothing in this Confidentiality
Agreement requires CANISCO to disclose any information which it chooses not
to disclose. CANISCO may terminate this Confidentiality Agreement at any
time with no obligation. In the event this Confidentiality Agreement is
terminated, the Interested Party is obligated to return all documents or
other materials of any kind provided by CANISCO, including but not limited
to notes, summaries, copies, reproductions, and analyses. In the event of
termination, the terms of Paragraph 7 shall continue to be binding. This
Confidentiality Agreement contains all the terms between the parties and no
modifications shall be binding unless in writing signed by both parties.
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Agreement for Exchange of Confidential Information
Page 3
/s/ Michael Rothman /s/ Ted Mansfield
----------------------------- -----------------------------
By: Michael Rothman By: Ted Mansfield
Kenny Industrial Resources, L.L.C. Canisco Resources, Inc.
Title: CEO Title: President
Date: June 9, 2000 Date: June 9, 2000
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SCHEDULE A
CANISCO RESOURCES
Ted Mansfield
Mark J. Chuplis
Mike Olson
Alan Tomson
MANSFIELD INDUSTRIAL COATINGS
Dean Mansfield
Howard Vezinat
Kenneth Harrell
Richard Young
Terry Smith
Leonard Hawkins
Robby Roberts
CANNON SLINE
William C. Wells
Thomas F. Rogers
James Madison
Joseph R. Olexovitch
Cathey Perkins
Ray Heckle
Leeann Olson
Per Klykken
Larry Natale
