Common use of Non-Competition Clause in Contracts

Non-Competition. During the term of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During In consideration of the Employer’s obligations hereunder, during the term of the Employee's ’s employment hereunder and until one year after termination of during the Employee's employment hereunderDesignated Period (as defined herein), the Employee will not (ai) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's terminationNorth America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in a the business involving of providing publishing and printing services journals, catalogs, and books or relating to the operation of retail drug stores or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee's ’s termination or has notified any activity related thereto of which the Employee had knowledge that it the Employer proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "“Designated Industry"”), (bii) divert to any competitor of the Employer any customer of the Employer, or (ciii) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment by or hire or offer employment to, with any person to whom competitor of the Employer has offered employmentEmployer. The Employee will continue term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to be bound by the provisions longer of this ss.9 until their expiration (a) twelve (12) months and shall not be entitled to any compensation from (b) the Employer with respect thereto except as provided in ss.6(d) hereofSeverance Period. If at any time the provisions of this ss.9 §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the Employee's period extending to the first anniversary of his termination of employment hereunder and until one year after for any reason other than termination of the Employee's Executive’s employment hereunderby the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageExecutive shall not, directly or indirectly, alone manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as a shareholder (other than as a holder of less than five percent (5%an “Association” with) of the common stock of any publicly traded person, corporation), partnerpartnership, officer, director, employee trust or consultant of any other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged or becomes engaged in the Subject Businesses so long as the Executive is not personally involved in a business involving or relating to material respect in the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time Subject Businesses of such terminationPerson, expended substantial resources (the "Designated Industry"), (b) divert to it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by court having jurisdiction determines that the provisions of this ss.9 until their expiration Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to any compensation from injunctive or other equitable relief for the Employer with respect thereto except as provided in ss.6(d) enforcement hereof. If at any time However, in no event shall an asserted violation of the provisions of this ss.9 shall be determined Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, the Executive under this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinAgreement.

Non-Competition. During The Employee shall not, at any time during the term Employment Term and for a period (the "Restricted Period") of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunder, the Employee will not three (a3) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageyears thereafter, directly or indirectly, alone except where specifically contemplated by the terms of his employment or as a shareholder this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other than as a holder of less than five percent (5%) of capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of any which is publicly traded corporation)held and of which the Employee shall not own or control, partnerdirectly or indirectly, officer, director, employee in the aggregate securities which constitute 5% or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time more of the Employee's termination voting rights or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time equity ownership of such termination, expended substantial resources (the "Designated Industry"), Competing Entity; or (b) solicit or divert to any competitor business or any customer from the Subsidiary or any Affiliate of the Employer Subsidiary or assist any customer of the Employerperson, firm or corporation in doing so or attempting to do so; or (c) solicit cause or encourage seek to cause any officerperson, key employee firm or consultant corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Employer to leave its employ for alternative employment Subsidiary or hire assist any person, firm or offer employment to, any person to whom the Employer has offered employmentcorporation in doing so. The Employee will continue to be bound by the provisions agrees that, notwithstanding any other provision of this ss.9 until their expiration Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall not be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employer with respect thereto except as provided in ss.6(dEmployee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) hereof. If at and any time Closing Bonus theretofore paid to the provisions of this ss.9 shall be determined to be invalid or unenforceableEmployee, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this ss.9 sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so amended reimbursed by the Employee shall be valid the total of all such lump-sum payments and binding as though any invalid or unenforceable provision had not been included hereinClosing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. During The Employee shall not, at any time during the term Employment Term and for a period (the "Restricted Period") of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunder, the Employee will not three (a3) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageyears thereafter, directly or indirectly, alone except where specifically contemplated by the terms of his employment or as a shareholder this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other than as a holder of less than five percent (5%) of capacity for, any Competing Entity which conducts its business within the Territory; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of any which is publicly traded corporation)held and of which the Employee shall not own or control, partnerdirectly or indirectly, officer, director, employee in the aggregate securities which constitute 5% or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time more of the Employee's termination voting rights or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time equity ownership of such termination, expended substantial resources (the "Designated Industry"), Competing Entity; or (b) solicit or divert to any competitor business or any customer from the Subsidiary or any Affiliate of the Employer Subsidiary or assist any customer of the Employerperson, firm or corporation in doing so or attempting to do so; or (c) solicit cause or encourage seek to cause any officerperson, key employee firm or consultant corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Employer to leave its employ for alternative employment Subsidiary or hire assist any person, firm or offer employment to, any person to whom the Employer has offered employmentcorporation in doing so. The Employee will continue to be bound by the provisions agrees that, notwithstanding any other provision of this ss.9 until their expiration Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall not be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employer with respect thereto except as provided in ss.6(dEmployee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) hereof. If at and any time Closing Bonus theretofore paid to the provisions of this ss.9 shall be determined to be invalid or unenforceableEmployee, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees shall forfeit his right to receive any such severance compensation and Closing Bonus; PROVIDED, HOWEVER, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this ss.9 sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so amended reimbursed by the Employee shall be valid the total of all such lump-sum payments and binding as though any invalid or unenforceable provision had not been included hereinClosing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. During (a) The Executive agrees that his services hereunder are of a special character, and his position with the term Employer places him in a position of confidence and trust with the EmployeeEmployer's employment hereunder artists, clients, customers and until one year after termination employees. The Executive and the Employer agree that in the course of the Employee's employment hereunder, the Employee Executive has and will not (a) anywhere within New Jerseycontinue to develop a personal acquaintanceship and relationship with the Employer's artists, New York clients and customers, and a knowledge of those artists', clients' and customers' affairs and requirements which may constitute the Employer's primary or Pennsylvania or anywhere within 100 miles only contact with such artists, clients and customers. The Executive consequently agrees that it is reasonable and necessary for the protection of any store operated by the goodwill and business of the Employer at that the time Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the Employer's employ the Executive will not, without the prior written consent of the Employee's terminationEmployer, engage, either directly or indirectly, alone or in any capacity whether as a shareholder promoter, proprietor, partner, joint venturer, employee, agent, consultant, director, officer, manager, equity holder (other than except as a an equity holder of holding less than five percent (5%) of the common stock of any a publicly traded corporation)company's issued and outstanding equity securities, partneror otherwise) work for, officeract as a consultant to or own any interest in any direct competitor of the Employer which operates in or provides services essentially the same as the Employer in any portion of the geographic territory where the Employer operates or sells its products or services, directorexcept as allowed pursuant to Section 3(c) of this Agreement. The Executive further agrees that during the Term, employee and for the one year period following the Executive's termination of employment with the Employer, the Executive will not solicit, entice, induce or consultant persuade: (i) any employee, artist, client or customer of the Employer; or (ii) any other business organization that is engaged person or becomes entity had been engaged in a business involving negotiations with the Employer to become, an employee, artist, client or relating customer of the Employer during the six month period prior to the operation Executive's termination of retail drug stores employment with the Employer, to alter, terminate or in refrain from extending or renewing any contractual or other business activity that relationship with the Employer, or commence a similar or substantially similar relationship with the Executive, any entity with whom the Executive is affiliated or employed by or any direct competitor of the Employer. Notwithstanding the foregoing, when the Executive's employment with the Employer is conducting at terminated, for whatever reason, the time Executive may continue to do business, without violating the terms hereof, with, any customer, client or artist of the Employee's termination Employer which was a customer, client or has notified artist of the Employee that it proposes to conduct and for which Executive, or any company controlled by the Employer hasExecutive, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinEffective Date.

Non-Competition. During Employee agrees that during Employee’s employment and for a period of twelve (12) months after the term of the Employee's employment hereunder and until one year after termination of employment (the Employee's employment hereunder“Non-Competition Period”), except in the case where Employee will is terminated by uniQure without cause, Employee shall not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or perform Prohibited Activities (whether as an employee, consultant, independent contractor, member of a shareholder (other than as a holder board of less than five percent (5%) of the common stock of any publicly traded corporation)directors, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other capacity) to a Competing Organization within the Geographic Area assigned to Employee in Employee’s position(s) with uniQure, or where Employee provided services or had a material presence or influence, during any time within the last two (2) years of employment with uniQure. Notwithstanding the foregoing, nothing herein shall prevent Employee from becoming employed by or otherwise rendering services to a Competing Organization whose business activity is diversified, if the scope of Employee’s services to such Competing Organization is limited to identifiable parts, segments, entities or business units of such business that, are not engaged in providing or producing Competing Services. Employee agrees that if Employee seeks to become employed or otherwise renders services to such a Competing Organization during the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer hasrestricted period, prior to the time of Employee’s employment or rendering such termination, expended substantial resources (the "Designated Industry")services, (bi) divert to Employee shall provide uniQure with written assurance from such Competing Organization and from Employee that Employee will not render services directly or indirectly in connection with any competitor Competing Services, and (ii) Employee receives written approval of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative Employee’s intended employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and rendering such services (such approval shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 unreasonably withheld and shall be determined provided by uniQure within ten (10) days from receipt of the written assurances set forth in subsection (i)). uniQure may, in its sole discretion, waive all or a portion of the Non-Competition Period. uniQure and Employee mutually agree that the following consideration offered to be invalid or unenforceableEmployee in Employee’s employment agreement supports Employee’s promises, by reason of being vague or unreasonable as undertakings, and obligations under this Section 5(c) regarding post-employment non-competition: the equity grants associated with Employees Employment Agreement, bonus payments and additional severance benefits, which consideration Employee acknowledges and agree is adequate, fair, reasonable, and mutually agreed upon. The “Geographic Area” assigned to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinis worldwide.

Non-Competition. During The Employee acknowledges that he will acquire specialized knowledge and experience in the term business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment hereunder by the Company and until for a period of one (1) year after termination thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employee's employment hereunderEmployment Term), the Employee will not (a) anywhere within New Jerseyshall not, New York unless acting pursuant hereto or Pennsylvania or anywhere within 100 miles of any store operated by with the Employer at the time prior written consent of the Employee's termination, engageBoard, directly or indirectly, alone render any services of a business, commercial, or as a shareholder (other than as a holder of less than five percent (5%) of professional nature to any Person, whether for compensation or otherwise, within the common stock of any publicly traded corporation)United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores solicit for employment or in any other business activity that the Employer is conducting at the time fashion hire any of the Employee's termination employees or has notified agents of the Employee that it proposes Company or its Affiliates or, with respect to conduct and for which the Employer hastwo (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the time termination of such terminationemployment hereunder; provided, expended substantial resources (however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "Designated Industryin competition with" and "), (b) divert in conflict with" shall not be deemed to apply to any competitor Person whose activities do not involve similar lines of business now or hereafter undertaken by the Employer Company or any customer of Affiliate. In the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by event that the provisions of this ss.9 until their expiration and shall not Section should ever be entitled adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the jurisdiction, then such provisions of this ss.9 shall be determined deemed reformed in such jurisdiction to be invalid the maximum time, geographic, service or unenforceable, product limitations permitted by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinapplicable law.

Non-Competition. During (i) the term of the EmployeeExecutive's employment hereunder with the Company and until one (ii) the two (2) year after termination period immediately following the Executive's Date of the Employee's employment hereunderTermination, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageSunbeam Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for (a "Competitive Business") which the Employer has, prior to the time of competes with any business then being conducted by such termination, expended substantial resources Sunbeam Entity; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee or consultant of any of the Employer Sunbeam Entities to leave its the employ of any of the Sunbeam Entities for alternative employment by or hire with any Competitive Business; and (C) shall not solicit, divert or offer employment totake away, or attempt to divert or to take away, the business or patronage of any person to whom of the Employer has offered employmentcustomers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Executive while employed by the Company; provided, however, that nothing herein shall prohibit the Executive from owning a maximum of two percent (2%) of the outstanding stock of any publicly traded corporation. The Employee will continue to be bound Following the Date of Termination, ownership by the Executive of not more than five percent (5%) of any publicly traded corporation shall not constitute a violation hereof. If, at any time, the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(dSection 10(c) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 10(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 10(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 10(c), the design, manufacture and marketing of outdoor barbecue grills, casual outdoor and indoor furniture and small kitchen appliances shall be construed to be a Competitive Business; provided, however, that the gross revenues derived from sales of such products by such competitor are greater than the lesser of (i) 10% of its total revenues and (ii) $500,000,000.

Non-Competition. During the term of the Employee's ’s employment hereunder and until one year for the Designated Period (as defined below) after termination of the Employee's ’s employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's terminationDesignated Territory (as defined below), engage, directly or indirectly, alone or as a shareholder (other than as a holder of capital stock of Holdings or its successors or assigns, or as a holder of less than five two percent (52%) of the common stock of any publicly traded corporation), partner, officer, director, employee employee, consultant or consultant of advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in a the business involving of installing, selling, servicing or relating to the operation of retail drug stores monitoring residential or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources commercial security systems (the "“Designated Industry"”), (b) divert to any competitor of the Employer any Interface Company any customer of the Employerany Interface Company, or (c) solicit or encourage any officer, key employee or consultant of the Employer any Interface Company to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer any Company has offered employment. For purposes hereof, the term “Designated Period” shall mean one year, the term “Designated Territory” shall mean any state in which Employer and its subsidiaries have in the aggregate at least 500 customers at the time of Employee’s termination and the term “Interface Company” shall mean any affiliate or subsidiary of Holdings. The Employee acknowledges that the provisions of this Section 9 are essential to protect the business and goodwill of the Employer. The Employee will continue to be bound by the provisions of this ss.9 Section 9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofabove. If at any time the provisions of this ss.9 Section 9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the term In consideration of the Employee's employment hereunder mutual covenants provided for herein and until one year after termination of the Employee's employment hereunder, compensation to be paid to the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer Seller at the time Closing, for a period of five (5) years from the Employee's terminationClosing Date, (the “Non-Compete Period”) Seller, except as an employee or consultant to the Company, Buyer and/or any of their Affiliates, shall not engage, directly or indirectly, alone in the business of designing, manufacturing, marketing, modifying, distributing or as a shareholder selling of refrigeration systems for use in medical, clinical, research and scientific laboratory applications (other than as a holder of the “Restricted Business”) worldwide; provided, however, that Seller may acquire or otherwise own less than a five percent (5%) equity interest in a publicly held enterprise engaged in the Restricted Business as long as Seller does not render advice or assistance to such enterprise. In addition, during the Non-Compete Period, Seller shall not, directly or indirectly, persuade or attempt to persuade any employee of the common stock Company to leave the Company’s employ, or to become employed by any Person other than the Company for the purpose of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged engaging in a business involving or relating to the operation of retail drug stores or in any other business activity Restricted Business; provided that the Employer is conducting at foregoing shall not restrict the time Seller from (i) soliciting employees through general solicitations or (ii) soliciting employees through use of a recruiting firm provided that the Seller did not instruct the recruiting firm to approach employees of the Employee's termination or has notified the Employee Company. Seller agrees that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration Section 8.1 are reasonable and necessary for Buyer’s protection and that if any portion thereof shall be held contrary to law or invalid or unenforceable in any respect in any jurisdiction, or as to one or more periods of time, geographic area, areas of business activities, or any part thereof, the remaining provisions shall not be affected but shall remain in full force and effect and that any such invalid or unenforceable provision shall be deemed, without further action on the part of any Person, modified and limited to the extent necessary to render the same valid and enforceable in such jurisdiction. Seller further agrees that the remedies at law in the event of a breach of or a default under this Section 8.1 would be insufficient and that Buyer shall be entitled to the immediate grant of equitable relief including, but not limited to, the remedy of specific performance to enjoin any compensation from breach, or the Employer with respect thereto except as provided in ss.6(d) hereof. If at continuation of any time breach, of the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinSection 8.1.

Non-Competition. During the term of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunderAs a condition to receiving any benefits pursuant to this Agreement, the Employee will agrees that during his period of employment and through the first anniversary of his Date of Termination, the Employee shall not (a) anywhere within New Jerseyengage in or become associated with any Competitive Activity. For purposes of this Section 10, New York a "Competitive Activity" shall mean any business or Pennsylvania other endeavor that engages in any country in which the Company or anywhere within 100 miles its Affiliates have business operations in a business that directly or indirectly competes with all or any substantial part of any store operated by of the Employer business in which the Company or its Affiliates is engaged at the time of the Employee's terminationDate of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if he becomes involved as an owner, engageemployee, directly officer, director, independent contractor, agent, partner, advisor, lender, or indirectlyin any other capacity calling for the rendition of the Employee's personal services, either alone or as with any individual, partnership, corporation or other organization that is engaged in a shareholder (other than as a holder Competitive Activity and his involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than five two percent (5%) of the common stock of any publicly traded corporation), partnerwhether or not such corporation is in competition with the Company. If, officerat any time, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During In view of the unique nature of the business of the Employer and the need of the Employer to maintain its competitive advantage in the industry through the protection of its trade secrets and proprietary information, the Employee agrees that during the term of his employment with the Employee's employment hereunder Employer and until for a period of one (1) year after termination of the Employee's employment hereunderthereafter, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageshall not, directly or indirectly, alone within the United States of America or as a shareholder (its Territories or Possessions or within any other than as a holder of less than five percent (5%) country in which the Employer or any affiliate of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that Employer is engaged in or becomes engaged actively contemplating engaging in any activity described below (i) engage in, (ii) own greater than a business involving 5% interest in, be employed by, or relating to the operation of retail drug stores consult for, or act as an advisor to, any business, person or entity which engages in, or (iii) otherwise participate in any way in, research, development, manufacturing, marketing, selling or licensing activities, or in any other business activity, that may reasonably be deemed by the Employer to be in competition with any activity that in which the Employer or any subsidiary of the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employerthen, or (c) solicit or encourage any officeris then contemplating becoming, key employee or consultant engaged in the field of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofinternet telephony. If at any time the foregoing provisions of this ss.9 shall be determined deemed to be invalid or unenforceable, unenforceable or are prohibited by the laws of the state or place where they are to be performed by reason of being vague or unreasonable as to area, duration or scope place of activityperformance, this ss.9 section shall be considered divisible and shall become and be immediately amended to include only such area, duration time and scope of activity such area as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matterthis Agreement; and the Employee agrees and the Employer expressly agree that this ss.9 section, as so amended amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee further agrees that during, and for a period of one (1) year after termination of, the Employee's employment hereunder, he shall not solicit, or arrange to have any other person or entity solicit, any person or entity engaged by the Employer as an employee, customer, supplier, or consultant or advisor to, the Employer to terminate such party's relationship with the Employer. The time periods provided for in this Section 8 shall be extended for a period of time in which Employee is in violation of any of the provisions of this Section 8.

Non-Competition. During In return for the term performance of the Employee's employment hereunder management duties described in Section 1 hereof, during the Employment Term and until for a period of two years thereafter in the event of the termination of this Agreement pursuant to the provision of Section 5(b) (ii) hereof or one year after thereafter in the event of the termination of this Agreement pursuant to the Employee's employment hereunderprovisions of Sections 5(a)(i), the Employee will not (a5(a)(ii), 5(a)(iii) anywhere within New Jerseyor 5(b)(i) hereof, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageExecutive shall not, directly or indirectly, alone in any capacity whatsoever, either on his own behalf or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant on behalf of any other person or entity with whom he may be employed or associated, own any interest in, participate or engage in the day-to-day supervision, management, development, marketing or operation of any senior, assisted living or semi-acute care facilities or such other business organization that is engaged or becomes as Employer may be engaged in as of the date of the applicable Section 5 termination event (the "Business") which is competitive with any of Employer's facilities. For purposes hereof, a business involving facility will be deemed competitive with one of Employer's facilities if such facility is located within five (5) miles of a facility owned, operated or relating to the operation managed by Employer or within five (5) miles of retail drug stores or in any other business activity that the a facility which Employer is conducting at developing or with respect to which Employer has signed a letter of intent or term sheet or binding contract for the time of the Employee's termination acquisition, development or has notified the Employee that it proposes to conduct and for which the Employer has, management thereof dated on or prior to the time date of such termination. Furthermore, for a period of two years after any applicable Section 5 termination event, Executive shall not, directly or indirectly, solicit, attempt to hire or hire any employee of Employer. Notwithstanding the foregoing, nothing herein shall prohibit Executive from owning 5% or less of any securities of a competitor engaged in the same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise. In the event of termination of this Agreement pursuant to the provisions of Sections 5(a)(i), 5(a)(iii) or 5(b)(i) however, the covenant not to compete set forth in the first sentence of this Section 6(b) shall only be effective, at the election of Employer, if Employer makes a quarterly payment in advance, commencing on the effective date of such termination, expended substantial resources (the "Designated Industry"), (b) divert to Executive equal to $50,000. Such payments are in addition to any competitor of the Employer any customer of the Employer, or (cTermination Compensation payable pursuant to Section 5(d) solicit or encourage any officer, key employee or consultant of the Employer hereof. If this Agreement is terminated pursuant to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and Sections 5(a)(ii) or 5(b)(ii) hereof, then Executive shall not be entitled to receive any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinpayments.

Non-Competition. During the term of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New JerseyIn view of the unique and valuable services it is expected Employee will render to the Company, New York or Pennsylvania or anywhere within 100 miles and in consideration of any store operated the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Employer at the time of the Employee's terminationCompany under this Agreement or otherwise, engage, directly or indirectly, alone or Participate In (as a shareholder (other than as a holder of less than five percent (5%defined below) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business or organization, whether or not such business or organization that now is engaged or becomes shall then be competing with or of a nature similar to the business or profession of the Company or any of the Companies, and (ii) for a period of two years after he ceases to be employed by the Company under this Agreement as a result of Employee's voluntary action or pursuant to Section 11(a) hereof, he will not compete with or be engaged in a the same business involving as or relating to the operation of retail drug stores or in Participate In any other business activity that or organization which during such two year period competes with or is engaged in the Employer is conducting at same business as the time Company or any of the Employee's termination Companies with respect to any product or has notified the Employee that it proposes service sold or proposed to conduct and for which the Employer has, prior be sold or activity engaged in or proposed to be engaged in up to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor cessation within a 100-mile radius of the Employer any customer location of the Employer, Company's or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom Companies' principal offices on the Employer has offered employment. The date on which Employee will continue ceases to be bound employed by the Company under this Agreement, except that in each case the provisions of this ss.9 until their expiration and shall Section 7 will not be entitled to any compensation from deemed breached merely because Employee owns not more than 1% of the Employer with respect thereto except as provided outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on Nasdaq, or is regularly traded in ss.6(d) hereof. If at any time the provisions over-the-counter market by a member of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereina national securities exchange.

Non-Competition. During In view of the unique nature of the business of the Employer and the need of the Employer to maintain its competitive advantage in the industry through the protection of its trade secrets and proprietary information, the Employee agrees that during the term of his employment with the Employee's employment hereunder Employer and until for a period of one (1) year after termination of the Employee's employment hereunderthereafter, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageshall not, directly or indirectly, alone within the United States of America or as a shareholder (its Territories or Possessions or within any other than as a holder of less than five percent (5%) country in which the Employer or any affiliate of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that Employer is engaged in or becomes engaged actively contemplating engaging in any activity described below (i) engage in, (ii) own greater than a business involving 5% interest in, be employed by, or relating to the operation of retail drug stores consult for, or act as an advisor to, any business, person or entity which engages in, or (iii) otherwise participate in any way in, research, development, manufacturing, marketing, selling or licensing activities, or in any other business activity, that may reasonably be deemed by the Employer to be in competition with any activity that in which the Employer or any subsidiary of the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employerthen, or (c) solicit or encourage any officeris then contemplating becoming, key employee or consultant engaged in the field of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofinternet telephony. If at any time the foregoing provisions of this ss.9 shall be determined deemed to be invalid or unenforceable, unenforceable or are prohibited by the laws of the state or place where they are to be performed by reason of being vague or unreasonable as to area, duration or scope place of activityperformance, this ss.9 section shall be considered divisible and shall become and be immediately amended to include only such area, duration time and scope of activity such area as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matterthis Agreement; and the Employee agrees and the Employer expressly agree that this ss.9 section, as so amended amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employer further agrees that during, and for a period of one (1) year after the termination of, the Employee's employment hereunder, he shall not solicit, or arrange to have any other person or entity solicit, any person or entity engaged by the Employer as an employee, customer, supplier, or consultant or advisor to, the Employer to terminate such party's relationship with the Employer. The time periods provided for in this Section 8 shall be extended for a period of time in which Employee is in violation of any of the provisions of this Section 8.

Non-Competition. During The Employee acknowledges and recognizes the term highly competitive nature of the businesses of the Firm. The Employee further acknowledges that the Employee has been and shall be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of the Firm, and has been and shall be provided with the opportunity to develop relationships with clients, prospective clients, consultants, employees, representatives and other agents of the Firm, and the Employee further acknowledges that such proprietary information and relationships are extremely valuable assets in which the Firm has invested and shall continue to invest substantial time, effort and expense. The Employee agrees that while employed by the Firm and thereafter until (i) three months after the Employee’s date of Termination of Employment for any reason other than a termination by the Firm without Cause or (ii) one month after the date of the Employee's employment hereunder ’s Termination of Employment by the Firm without Cause (in either case, the date of such Termination of Employment, the “Date of Termination,” and until one year after termination of such period, the Employee's employment hereunder“Noncompete Restriction Period”), the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageshall not, directly or indirectly, alone on the Employee’s behalf or as a shareholder (other than as a holder of less than five percent (5%) of the common stock on behalf of any publicly traded other person, firm, corporation), association or other entity, as an employee, director, advisor, partner, officerconsultant or otherwise, directorprovide services or perform activities for, employee or consultant acquire or maintain any ownership interest in, a “Competitive Enterprise.” For purposes of this Agreement, “Competitive Enterprise” shall mean a business (or business unit) that (x) engages in any other business organization activity or (y) owns or controls a significant interest in any entity that engages in any activity, that in either case, competes anywhere with any activity that is similar to an activity in which the Firm is engaged up to and including the Employee’s Date of Termination. Notwithstanding anything in this Appendix, the Employee shall not be considered to be in violation of this Appendix solely by reason of owning, directly or becomes indirectly, any stock or other securities of a Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in any such Competitive Enterprise) if the Employee’s interest does not exceed 5% of the outstanding capital stock of such Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in such Competitive Enterprise). The Employee acknowledges that the Firm is engaged in a business involving or relating to throughout the operation world. Accordingly, and in view of retail drug stores or in any other business activity that the Employer is conducting at the time nature of the Employee's termination or has notified ’s position and responsibilities, the Employee agrees that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(dParagraph (b) hereof. If at any time the provisions of this ss.9 shall be determined applicable to each jurisdiction, foreign country, state, possession or territory in which the Firm may be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and engaged in business while the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinis providing services to the Firm.

Non-Competition. During the term of the Employee's employment hereunder and until one year two (2) years after termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During In return for the term performance of the Employee's employment hereunder management duties described in Section 1 hereof, during the Employment Term and until for a period of one year after thereafter in the event of the termination of this Agreement pursuant to the Employee's employment hereunderprovisions of Sections 5(a)(ii) or 5(b) hereof, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageExecutive shall not, directly or indirectly, alone in any capacity whatsoever, either on Executive's own behalf or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant on behalf of any other business organization that is engaged person or becomes engaged entity with whom he may be employed or associated, (i) own any interest in, participate or engage in a business involving the day-to-day supervision, management, development, marketing or relating to the operation of retail drug stores any senior, assisted living or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources semi-acute care facilities (the "Designated IndustryBusiness")) either located within seven (7) miles from any facility in which Employer has a direct or indirect interest as of the date of the termination of this Agreement or within seven (7) miles from any facility or development site which Employer is pursuing as of the date of the termination of this Agreement, or (ii) pursue any senior, assisted living or semi-acute facility or any development site therefor (a) which Employer is pursuing as of the date of the termination of this Agreement, (b) divert with respect to any competitor which Employer has otherwise expressed an interest in pursuing prior to the date of the Employer any customer termination of the Employerthis Agreement, or (c) solicit of which Executive became aware prior to the date of termination of this Agreement but which Executive did not present to Employer (unless, after the Employment Term, such facility or encourage any officer, key employee site is presented to Employer and Employer elects not to pursue such facility or consultant site). The provisions of the Employer immediately preceding sentence shall not apply in the event (1) a Change of Control (as defined in the Stock Incentive Plan) has occurred and (2) as a result of the Change of Control, Executive's duties and responsibilities have significantly changed or are significantly diminished and (3) Executive terminates this Agreement pursuant to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(dSection 5(b) hereof. If at Furthermore, for a period of two years after any time applicable Section 5 termination event, Executive shall not, directly or indirectly, solicit, attempt to hire or hire any employee of Employer. Notwithstanding the provisions foregoing, nothing herein shall prohibit Executive from owning 5% or less of this ss.9 shall be determined to be invalid any securities of a competitor engaged in the same Business if such securities are listed on a nationally recognized securities exchange or unenforceable, by reason traded over-the-counter on the National Association of being vague Securities Dealers Automated Quotation System or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinotherwise.

Non-Competition. During the term Employment Period and for the longer of (i) one year following the date of termination of employment hereunder or (ii) the period in which the Employee receives severance under the provisions of Section 7(c) or Section 7(d) (collectively, the “Covered Period”), the Employee agrees not to engage in any Competitive Activity anywhere in the United States or any foreign territory where the Company or any subsidiary of the Employee's employment hereunder and until one Company is then conducting business on behalf of any party other than the Company or any subsidiary of the Company. As used herein, the term “Competitive Activity” shall mean the following: (i) any line of business engaged in by the Company or any of its subsidiaries during the one-year after period prior to termination of the Employee's ’s employment hereunderwhich accounted for greater than 25% of the gross revenues of the Company and its subsidiaries, the Employee will not on a consolidated basis (aa “Competitive Business”); (ii) anywhere within New Jerseyserving as an officer, New York director, employee, consultant, advisor, agent or Pennsylvania or anywhere within 100 miles representative of any store operated by the Employer at the time of the Employee's terminationperson, engagecorporation, partnership, limited liability company, sole proprietorship, association or other business enterprise engaged in a Competitive Business (each a “Competitive Enterprise”); (iii) owning or acquiring, directly or indirectly, alone any interest in any Competitive Enterprise; (iv) soliciting any employee of the Company or any of the Company’s subsidiaries to leave the employ of the Company or such subsidiary or hiring any of the foregoing persons; provided, however, by way of clarification, the Employee shall not be deemed in breach of this clause (iv) in the event he or his new employer launches a general job search (through advertisement, job posting, or recruiter) that does not exclusively target the Company’s employees; or (v) soliciting or inducing, explicitly or implicitly, any Client (as defined below) to withdraw, curtail or cancel its business relationships with the Company or any subsidiary thereof, provided, however, the Employee shall not be deemed in breach of this clause (v) as a shareholder (result of mass advertising or mass marketing campaigns aimed at prospects on customer lists obtained by the Employee or his new employer from sources other than as a holder the Company, and not in violation of this Agreement, and which do not expressly target the Company’s Clients in particular. The Company acknowledges and agrees that nothing contained in this Section 8 shall be interpreted to prohibit or preclude the Employee, (x) in connection with the fulfillment of his duties and responsibilities hereunder, from terminating the services of any employee, agent or other representative of the Company (or any subsidiary thereof) at the Board of Directors’ request or in the ordinary course of business, or (y) from owning less than five percent (5%) of the common capital stock or other equity interests of any publicly publicly-traded corporationcompany listed on a major securities exchange or securities market (e.g., NASDAQ), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During (i) the term of Consulting Period and (ii) the Employee's employment hereunder and until one two-year after period immediately following the expiration or earlier termination of the Employee's employment hereunderConsulting Period, the Employee will Consultant (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageAcquisition Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other "Competitive Business" which competes with any business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of then being conducted by such termination, expended substantial resources Acquisition Entity; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee employee, independent contractor, vendor or consultant of any of the Employer Acquisition Entities to leave its the employ for alternative employment of, or hire or offer employment tootherwise cease his relationship with, any person of the Acquisition Entities; and (C) shall not solicit, divert or take away, or attempt to whom divert or to take away, the Employer has offered employmentbusiness or patronage of any of the customers or accounts, or prospective customers or accounts, of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the time the Consultant was engaged by any Acquisition Entity (including any employment of the Consultant prior to the date hereof). The Employee Notwithstanding anything herein to the contrary, the Consultant will continue not be in violation of this provision if he owns five percent or less of the outstanding voting stock of a publicly-traded corporation as to be bound by which the Consultant is neither an officer, director, nor employer. If, at any time, the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(dSection 6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Consultant agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6(d), Consultant and Company agree that Competitive Business shall mean the corrections or penal management businesses and the administration or servicing thereof, and the inmate telephone business and the pay telephone business generally.

Non-Competition. During the term of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunderAs a condition to receiving any benefits pursuant to this Agreement, the Employee will agrees that during his period of employment and through the first anniversary of his Date of Termination, the Employee shall not (a) anywhere within New Jerseyengage in or become associated with any Competitive Activity. For purposes of this Section 10, New York a "Competitive Activity" shall mean any business or Pennsylvania other endeavor that engages in any country in which the Company or anywhere within 100 miles its Affiliates have business operations in a business that directly or indirectly competes with all or any substantial part of any store operated by of the Employer business in which the Company or its Affiliates is engaged at the time of the Employee's terminationDate of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if he becomes involved as an owner, engageemployee, directly officer, director, independent contractor, agent, partner, advisor, lender, or indirectlyin any other capacity calling for the rendition of the Employee's personal services, either alone or as with any individual, partnership, corporation or other organization that is engaged in a shareholder (other than as a holder Competitive Activity and his involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than five two percent (5%) of the common stock of any publicly traded corporation), partnerwhether or not such corporation is in competition with the Company. If, officerat any time, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section _ shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During (i) the term of Consulting Period and (ii) the Employee's employment hereunder and until one two- year after period immediately following the expiration or earlier termination of the Employee's employment hereunderConsulting Period, the Employee will Consultant (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageAcquisition Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other "Competitive Business" which competes with any business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of then being conducted by such termination, expended substantial resources Acquisition Entity; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee employee, independent contractor, vendor or consultant of any of the Employer Acquisition Entities to leave its the employ for alternative employment of, or hire or offer employment tootherwise cease his relationship with, any person of the Acquisition Entities; and (C) shall not solicit, divert or take away, or attempt to whom divert or to take away, the Employer has offered employmentbusiness or patronage of any of the customers or accounts, or prospective customers or accounts, of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the time the Consultant was engaged by any Acquisition Entity (including any employment of the Consultant prior to the date hereof). The Employee Notwithstanding anything herein to the contrary, the Consultant will continue not be in violation of this provision if he owns five percent or less of the outstanding voting stock of a publicly-traded corporation as to be bound by which the Consultant is neither an officer, director, nor employer. If, at any time, the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(dSection 6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Consultant agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6(d), Consultant and Company agree that Competitive Business shall mean the corrections or penal management businesses and the administration or servicing thereof, and the inmate telephone business and the pay telephone business generally.

Non-Competition. During the term of the Employee's employment --------------- hereunder and until for a period of one (1) year thereafter or for a period of one year after any termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, member, director, employee employee, consultant or consultant otherwise of any other business or organization that is engaged or becomes engaged in a business involving or relating to the operation development and/or sale of retail drug stores or software and/or the provision of services which (in any other business activity that the specific markets penetrated by the Employer is conducting or as to which, at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such terminationexpiration of the initial or any extended term of this Agreement or at or prior to termination of the Employee's employment, expended substantial resources it has taken significant steps to penetrate)(i) directly compete with the software sold by the Employer and/or with the services provided by the Employer or (the "Designated Industry"), (bii) divert to compete with any competitor other business activity of the Employer (collectively referred to as "Competitive Business"); provided, however, that the Employee shall not be prevented from being employed by or consulting with any customer division, subsidiary or affiliate of any company engaged in a Competitive Business so long as the Employerdivision, subsidiary or affiliate of such company does not directly or indirectly engage in any Competitive Business or (cb) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment. If during the said one-year period the Employee is employed or retained by another company, he shall, at least twenty one (21) days prior to commencement of employment or hire or offer employment to, any person to whom other duties for such company notify the Employer has offered employmentas to the name, address and telephone number of such company and the name of his new supervisor. The Employer shall have the option to take reasonable steps to verify that such employment shall not violate the provisions of this Section 9. The Employee will continue to be bound by the provisions of this ss.9 until their expiration expiration, and shall not be entitled to any compensation from the Employer with respect thereto except as may be provided in ss.6(d) hereof; provided, however, that this ss.9 shall not apply if the Employer shall default in the payment of any amount due to the Employee pursuant to ss.6(d) hereof and shall have failed to cure such default within twenty (20) days after written notice from the Employee specifying such default. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During In return for the term performance of the Employee's employment hereunder duties described in Section 1, during the Employment Term and until one year after for a period of two years thereafter in the event of the termination of this Agreement pursuant to the Employee's employment hereunderprovisions of Sections 4(a)(i), 4(a)(ii), 4(b)(i), 4(b)(ii), or 4(e) (the Employee will not (a) anywhere within New Jersey"Restrictive Period"), New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageExecutive shall not, directly or indirectly, alone in any capacity whatsoever, either on his own behalf or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant on behalf of any other business organization person or entity with whom he may be employed or associated, compete with the Business (as hereinafter defined) in any of the following described manners: (i) perform services of the types that Executive performs on behalf of Employer for himself, or any affiliate of himself or for any competitor of Employer if such competitor engages in the Business within the United States and any other geographic area or territory wherein Employer is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting Business at the time of the EmployeeExecutive's termination of services hereunder ("Restrictive Geographic Area"); or has notified (ii) solicit or accept any Business (or help any other person solicit or accept any Business) from any person or entity that on the Employee that it proposes to conduct and for which the date of this Agreement is a vendor, customer or tenant of Employer has, prior to or at the time of such terminationtermination of this Agreement any vendor, expended substantial resources (customer or tenant that is actively being pursued by Employer and that Executive knows is being pursued. Furthermore, during the "Designated Industry")Restrictive Period, (b) divert Executive shall not, directly or indirectly, induce or attempt to persuade any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant customer, vendor or tenant of the Employer or any such entity being actively pursued by Employer to leave terminate its employ for alternative employment business relationship with Employer or hire not proceed with a business relationship with the Group. Notwithstanding the foregoing, nothing herein shall prohibit Executive from owning 5% or offer employment to, less of any person to whom securities of a competitor engaged in the Employer has offered employmentsame Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise. The Employee will continue to be bound by So long as Executive is in compliance with the provisions of this ss.9 until their Section 6(b), and in addition to the payments required under any other section of this Agreement, Employer will pay Executive an amount equal to [$_________] per calendar month in arrears for a period of two years beginning with the first calendar month after termination of this Agreement pursuant to the provisions of Sections 4(a)(i), 4(b)(i), or 4(e). Upon written notice at any time prior to 30 days before the expiration and of the first year after termination, Employer or Executive may elect to limit the Restrictive Period relating to a termination of this Agreement pursuant to Sections 4(a)(i), 4(b)(i) or 4(e) to one year; whereupon, the [$________] monthly payments shall cease at the end of said first year. If this Agreement is terminated pursuant to the provisions of Sections 4(a)(ii) or 4(b)(ii), then Executive shall not be entitled to receive any compensation from amounts during the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinRestrictive Period.

Non-Competition. During (a) In the term event of the Employee's employment hereunder and until one year after termination of the EmployeeExecutive's employment hereunderby the Company without Cause or by the Executive for Good Reason and for a period equal to the number of months of Base Salary paid pursuant to Section 4(d)(ii) or Section 4(d)(v) herein (whether or not a lump sum is elected), whichever is applicable, (the "Restricted Period"), the Employee will Executive shall not (ai) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone for his own account or for the account of others, as an officer, director, stockholder, owner, partner, employee, promoter, consultant, manager or otherwise participate in the promotion, financing, ownership, operation, or management of, or assist in or carry on through a shareholder proprietorship, corporation, partnership or other form of business entity or otherwise the, location development, mining and processing of coal (the "Business"), within the United States or any other than country in which the Company is conducting or is actively planning to conduct Business as of the date of such termination, or (ii) solicit or contact in an effort to do business with any person who was a holder customer of less the Company during the term of this Agreement, or any affiliate of any such person, if such solicitation or contact is in competition with the Company. Provided, however, that the Executive may, after the Termination Date, elect not to be subject to the restrictions of the previous sentence by delivering written notice to the Company, delivered as provided in Section 10, irrevocably waiving his right to any future payment of amounts otherwise owing to him under Sections 4(d)(ii) or Section 4(d)(v) whichever is applicable. Any violation of the provisions of the first sentence hereof shall cause the Executive to forfeit all right to further compensation under Section 4(d)(ii) or 4(d)(v) above as applicable. Nothing in this Section 6 shall prohibit the Executive from acquiring or holding any issue of stock or securities of any person that has any securities registered under Section 12 of the Securities Exchange Act of 1934 as amended, listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. so long as (x) the Executive is not deemed to be an "affiliate" of such person as such term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act of 1933, as amended, and (y) the Executive, members of his immediate family or persons under his control do not own or hold more than five percent (5%) of the common stock any voting securities of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employmentperson. The Employee will continue to be bound by the provisions of clause (i) of this ss.9 until their expiration and Section 6(a) shall not be entitled effective as to any compensation from the Employer with respect thereto except termination that occurs as provided a result of and within one hundred eighty (180) days of a Change in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinControl.

Non-Competition. During In return for the term consideration stated in this Agreement, including the promise of COMSYS to provide Employee with confidential information, Employee agrees that, during Employee’s employment and for two (2) years after the termination of employment, Employee shall not directly or indirectly possess an ownership interest in, manage, control, participate in, consult with, or render services for any other person, firm, association or corporation, engaged in the business of the Employee's employment hereunder and until one year after termination Company without the prior written consent of the Employee's employment hereunderCompany, in the United States or any other geographic area where the Company are conducting business, because such activity would unavoidably and unfairly compromise the Company legitimate protectible business interests in their confidential information, clients, employees, suppliers, and business relationships. Employee will not (a) anywhere within New Jerseyagrees that Employee shall not, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, either directly or indirectly, alone or during Employee’s employment and for two (2) years after termination of employment, in any capacity whatsoever (either as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partneran employee, officer, director, employee stockholder, proprietor, partner joint venturer, consultant or consultant otherwise) (a) solicit, contact call upon communicate with, or attempt to communicate with any of the Company clients or potential clients for the purpose of providing services to such client, or (b) sell any services to any client or potential client of the Company. Employee agrees that Employee shall not directly or indirectly during Employee’ employment and for two (2) years after termination of employment, through any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores entity, either alone or in conjunction with any other business activity that person or entity employ, solicit, induce, or recruit, any person employed by the Employer Company at any time within the one (1) year period immediately preceding such employment, solicitation, inducement or recruitment. For the purposes of this Agreement, “potential client” shall be defined as those entities whom the Company have prepared a proposal for the provision of services and such proposal or quotation is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, pending within sixty (60) days prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor termination of the Employer employment relationship, and “client” shall be defined as those entities with whom the Company have conducted any customer business during the twelve (12) month period prior to termination of the Employeremployment relationship. For the purposes of this Agreement, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound “services” shall mean activities performed by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If Company at any time within the provisions one (1) year period preceding termination of Employee’s employment. Employee agrees that it is his intention that any restriction contained in this ss.9 shall be section that is determined to be invalid or unenforceable, unenforceable be modified by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined any court having jurisdiction to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 enforceable, and, as so amended shall modified, to be valid and binding as though any invalid or unenforceable provision had not been included hereinfully enforced.

Non-Competition. During (i) the term of Executive’s employment with the Employee's employment hereunder Corporation and until one year after termination of (ii) the Employee's employment hereunderPost-Employment Non-Competition Period, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York the geographical areas in which the Corporation or Pennsylvania or anywhere within 100 miles any of any store operated by the Employer at the time of the Employee's termination, engageits subsidiaries is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder shareholder, principal, agent, partner, officer, director, executive or consultant of any other organization, in any business which involves or relates to providing services to a Competitive Business (other than as defined below); (B) shall not solicit or encourage any officer, executive, employee, independent contractor, vendor or consultant of the Corporation or any of its subsidiaries to leave the employ of, or otherwise cease or reduce his or its relationship with, the Corporation or any of its subsidiaries; provided that a holder general solicitation not targeted at any such officer, executive, employee, contractor, vendor or consultant shall not violate this Section 5(d); and (C) shall not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the customers, accounts or venders, of the Corporation or any of its subsidiaries which were served by any such entity within twenty-four (24) months of the time the Executive ceases to be employed by the Corporation. This Section 6(d) shall not prohibit the Executive from owning less than five percent (5%) % of the common stock of any publicly traded corporation)entity whose common stock is listed on a national exchange, partnerinterdealer quotation system, or over-the-counter bulletin board; provided that the Executive is not an officer, director, employee or consultant of such entity. If the Executive violates any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and Section 5(d), following his termination of employment, the computation of the time period provided herein shall not be entitled to any compensation tolled from the Employer with respect thereto except as provided first date of the breach until the earlier of (1) the date judicial relief is obtained by the Corporation, (2) the Corporation states in ss.6(dwriting that it will seek no judicial relief for said violation, or (3) hereofthe Executive provides satisfactory evidence to the Corporation that such breach has been remedied. If If, at any time time, the provisions of this ss.9 Section 5(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 5(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 5(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.. For purposes of this Section 5, Executive and the Corporation agree that:

Non-Competition. During the term Term of this Agreement, and for a period of twelve (12) months thereafter (the Employee's employment hereunder and until one year after termination of the Employee's employment hereunder“Non–Competition Period”), the Employee will REFERRING AGENT shall not (a) anywhere within New Jerseycontact, New York initiate contact with, or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's terminationattempt to do business with, engage, either directly or indirectly, alone any Completed Client Introduction whether an individual or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of an entity, and if an entity, any publicly traded corporation), partner, officer, director, employee manager, shareholder, member, consultant, employee, agent or consultant other affiliate of such Completed Client Introduction, for the purpose of introducing such Completed Client Introduction to any competing individual or entity with a similar business to GTN’s Business. Additionally, at any time GTN is gathering information for a proposal to a Client Introduction (for the three month period set forth in Section 1 above) and/or Completed Client Introduction (for the Non– Competition Period) and/or providing pricing and terms to a Client Introduction (for the three month period set forth in Section 1 above) and/or Completed Client Introduction (for the Non–Competition Period), REFERRING AGENT shall not reveal any of the information for such proposal and/or such pricing and/or terms directly or indirectly to any competing individual or entity with a similar business to GTN’s Business. The Parties agree that any such action(s) by REFERRING AGENT shall cause GTN irreparable damage for which there is no adequate remedy at law. Accordingly, in such event, GTN shall be entitled to seek temporary and/or permanent injunctive relief against each such breach or violation from any court of competent jurisdiction immediately upon request, without the need to obtain a bond or other business organization that is engaged or becomes engaged security. The right of GTN to seek injunctive relief shall not limit in a business involving or relating any manner GTN’s right to the operation of retail drug stores seek other and/or additional remedies at law or in equity. If REFERRING AGENT violates any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of the previous paragraph of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer Section with respect thereto except as provided in ss.6(dto a Completed Client Introduction, REFERRING AGENT shall pay to GTN any and all compensation paid to REFERRING AGENT pursuant to this Agreement within thirty (30) hereof. If at days of any time the provisions such finding by a court of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinlaw.

Non-Competition. (i) During the term of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunderNon-Compete Period, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageExecutive shall not, directly or indirectly, alone (A) solicit or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of encourage any publicly traded corporation), partner, officer, director, employee client or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor customer of the Employer or any customer direct or indirect subsidiary of the Employer, or (c) solicit any person or encourage entity who was such a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer or any officerdirect or indirect subsidiary of the Employer, key employee any existing business arrangements with the Employer or consultant any direct or indirect subsidiary of the Employer or to transfer existing business from the Employer or any direct or indirect subsidiary of the Employer to leave its employ for alternative employment any other person or hire or offer employment toentity, (B) provide services in any person capacity to whom any entity in any geographic area in which the Employer has offered employmentor any direct or indirect subsidiary of the Employer conducts that business, or is actively planning to conduct that business, as of the date of such termination (the “Non-Competition Area”) if (i) the entity competes with the Employer or any direct or indirect subsidiary of the Employer by engaging in the Business, or (ii) the services to be provided by the Executive are competitive with the Business and substantially similar to those previously provided by the Executive to the Employer; or (C) own an interest in any entity described in Section 7(d)(i)(B)(i) immediately above. The Employee Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, the Executive will continue to be bound by the provisions provide a copy of this ss.9 until their expiration Section 7 of this Agreement to such entity, and such entity shall not be entitled acknowledge to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofwriting that it has read this Agreement. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees The Executive acknowledges that this ss.9 covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as so amended shall a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be valid an insufficient remedy for the Employer and binding as though any invalid or unenforceable provision had not been included hereinequitable enforcement of the covenant would be proper.

Non-Competition. During (i) the term of Executive’s employment with the Employee's employment hereunder Corporation and until one year after termination of (ii) the Employee's employment hereunderPost-Employment Non-Competition Period, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York the geographical areas in which the Corporation or Pennsylvania or anywhere within 100 miles any of any store operated by the Employer at the time of the Employee's termination, engageits subsidiaries is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee executive or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination which involves or has notified the Employee that it proposes relates to conduct and for which the Employer has, prior providing services to the time of such termination, expended substantial resources a Competitive Business (the "Designated Industry"defined below), ; (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee executive, independent contractor, vendor or consultant of the Employer Corporation or any of its subsidiaries to leave the employ of, or otherwise cease his relationship with, the Corporation or any of its employ for alternative employment subsidiaries; provided that a general solicitation not targeted at any such officer, executive, contractor, vendor or hire consultant shall not violate this Section 6(d); and (C) shall not solicit, divert or offer employment totake away, or attempt to divert or to take away, the business or patronage of any person to whom of the Employer has offered employment. The Employee will continue customers or accounts, of the Corporation or any of its subsidiaries which were served by any such entity within twenty-four (24) months of the time the Executive ceases to be bound employed by the Corporation. This Section 6(d) shall not prohibit the Executive from owning less than 5% of the common stock of any entity whose common stock is listed on a national exchange, interdealer quotation system, or over-the-counter bulletin board; provided that the Executive is not an officer, director, employee, agent or consultant to such entity. If the Executive violates any of the provisions of this ss.9 until their expiration and Section 6(d), following his termination of employment, the computation of the time period provided herein shall not be entitled to any compensation tolled from the Employer with respect thereto except as provided first date of the breach until the earlier of (i) the date judicial relief is obtained by the Corporation, (ii) the Corporation states in ss.6(dwriting that it will seek no judicial relief for said violation, or (iii) hereofthe Executive provides satisfactory evidence to the Corporation that such breach has been remedied. If If, at any time time, the provisions of this ss.9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.. For purposes of this Section 6, Executive and the Corporation agree that:

Non-Competition. During the term of the Employee's You hereby agree that during your employment hereunder with MSO and until one year after termination of the Employee's employment hereunder, the Employee will not during any Tail Period (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporationdefined below), partneryou shall not engage in or become associated with a Competitive Activity (as defined below). A “Competitive Activity” shall mean any business which is competitive with any business of MSO and its affiliates with respect to which you performed any duties during your employment with MSO and its affiliates and their predecessors. You shall be deemed to be “engaged in or associated with a Competitive Activity” if you become an owner, employee, officer, director, employee independent contractor, agent, partner, advisor, or consultant of render personal services in any other business capacity, with or for any individual, partnership, corporation or other organization (collectively, an “Enterprise”) that is engaged in a Competitive Activity, provided, however, that notwithstanding anything to the contrary, you shall not be prohibited from (a) owning less than five percent of the stock in any publicly traded Enterprise engaging in a Competitive Activity, or becomes (b) being an employee, independent contractor or otherwise providing services to an Enterprise that is engaged in a business involving Competitive Activity so long as your services relate to an aspect or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time endeavor of such terminationEnterprise that is distinct from, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment and unrelated to, and you have no influence or control over, such Enterprise’s pursuit of a Competitive Activity. “Tail Period” shall mean the period, if any, commencing on the date that your employment with MSO terminates, and ending on the twelve-month anniversary of such date. If, at any person to whom the Employer has offered employment. The Employee will continue to be bound by time, the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 paragraph shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 paragraph shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees you agree that this ss.9 paragraph as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. You agree that the remedies at law for any breach or threat of breach by you of this paragraph will be inadequate, and that, in addition to any other remedy to which MSO may be entitled at law or in equity, MSO will be entitled to seek a temporary or permanent injunction or injunctions or temporary restraining order or orders to prevent breaches thereof. Your such agreement shall not be deemed to prohibit you from opposing such relief on the basis of a dispute of facts related to any such application.

Non-Competition. During (i) the term of the EmployeeExecutive's employment hereunder with the Company and until one (ii) the one-year after period immediately following the expiration or earlier termination of the Employee's Employment Period provided that said one-year period shall be extended for an additional year in the event the Executive (as opposed to the Company) terminates his employment hereunderduring the Employment Period, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageXxxxxx Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee Executive or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources Competitive Business; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee Executive, independent contractor, vendor or consultant of any of the Employer Xxxxxx Entities to leave its the employ for alternative employment of, or hire or offer employment tootherwise cease his relationship with, any person of the Xxxxxx Entities; and (C) shall not solicit, divert or take away, or attempt to whom divert or to take away, the Employer has offered employmentbusiness or patronage of any of the customers or accounts, or prospective customers or accounts, of any Xxxxxx Entity, which were contacted, solicited or served by any Xxxxxx Entity during the time the Executive was employed by any Xxxxxx Entity. The Employee will continue to be bound by If the Executive violates any of the provisions of this ss.9 until their expiration and Section 6(d), following his termination of employment, the computation of the time period provided herein shall not be entitled to any compensation tolled from the Employer with respect thereto except as provided first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in ss.6(dwriting that it will seek no judicial relief for said violation, or (iii) hereofthe Executive provides satisfactory evidence to the Company that such breach has been remedied. If If, at any time time, the provisions of this ss.9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the pay telephone business, (iii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, and/or (iv) any significant business that the Xxxxxx Entities are engaged in on the date of termination or expiration of the Employment Period.

Non-Competition. During (i) the term of Consulting Period and (ii) the Employee's employment hereunder and until one three-year after period immediately following the expiration or earlier termination of the Employee's employment hereunderConsulting Period, the Employee will Consultant (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageEntity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of competes with any business then being conducted (a "Competitive Business") by such termination, expended substantial resources Entity; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee employee, independent contractor, vendor or consultant of any of the Employer Entities to leave the employ of, or otherwise cease its employ for alternative employment or hire or offer employment torelationship with, any person of the Entities; and (C) shall not solicit, divert or take away, or attempt to whom divert or to take away, the Employer has offered employmentbusiness or patronage of any of the customers or accounts, or prospective customers or accounts, of any Entity, which were contacted, solicited or served by any Entity during the time the Consultant was engaged by any Entity (including during the time of any prior engagement of the Consultant prior to the date hereof). The Employee will continue to be bound by If the consultant violates any of the provisions of this ss.9 Section 6(d), following the expiration or earlier termination of the Consulting Period, the computation of the time period provided herein shall be tolled form the first date of the breach until their expiration and shall not be entitled the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation or (iii) the Consultant provides satisfactory evidence to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofCompany that such breach has been remedied. If If, at any time time, the provisions of this ss.9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Consultant agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6(d), Consultant and Company agree that businesses engaged in the pay telephone business, the inmate telephone business, and all businesses engaged in any business that any Entity is engaged in as of the date hereof shall be construed to be a Competitive Business.

Non-Competition. During the term of the Employee's employment hereunder and until one (1) year after termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of in any store operated by region in which the Employer at the time or any of its subsidiaries (including, without limitation, any of the Employee's terminationBishxx Xxxpanies) operate, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a the business involving of manufacturing or relating to the operation of retail drug stores distributing aluminum, wood or vinyl windows or doors or in any other business activity that the Employer or any of the Bishxx Xxxpanies is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer in the Designated Industry any customer of the EmployerEmployer or of any of the Bishxx Xxxpanies, or (c) solicit or encourage any officer, key employee or consultant of the Employer or of any of the Bishxx Xxxpanies to leave its employ for alternative employment by or hire or offer employment to, with any person to whom competitor of the Employer has offered employment. The Employee will continue to be bound by or of any of the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from Bishxx Xxxpanies in the Employer with respect thereto except as provided in ss.6(d) hereofDesignated Industry. If at any time the provisions of this ss.9 Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During (i) the term of the EmployeeExecutive's employment hereunder with the Company and until one (ii) the one-year after period immediately following the expiration or earlier termination of the Employee's employment hereunderEmployment Period, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York the geographical areas in which the Company or Pennsylvania or anywhere within 100 miles any of any store operated by the Employer at the time of the Employee's termination, engageits subsidiaries is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee executive or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination which involves or has notified the Employee that it proposes relates to conduct and for which the Employer has, prior providing services to the time of such termination, expended substantial resources a Competitive Business (the "Designated Industry"defined below), ; (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee executive, independent contractor, vendor or consultant of the Employer Company or any of its subsidiaries to leave the employ of, or otherwise cease his relationship with, the Company or any of its employ for alternative employment subsidiaries; and (C) shall not solicit, divert or hire take away, or offer employment toattempt to divert or to take away, the business or patronage of any person to whom of the Employer has offered employmentcustomers or accounts, of the Company or any of its subsidiaries, which were served by any such entity during the time the Executive was employed by the Company. The Employee will continue to be bound by If the Executive violates any of the provisions of this ss.9 until their expiration and Section 6(d), following his termination of employment, the computation of the time period provided herein shall not be entitled to any compensation tolled from the Employer with respect thereto except as provided first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in ss.6(dwriting that it will seek no judicial relief for said violation, or (iii) hereofthe Executive provides satisfactory evidence to the Company that such breach has been remedied. If If, at any time time, the provisions of this ss.9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that "Competitive Business" shall mean (i) the inmate telephone business, (ii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, (iii) the billing, collection and/or validation business within the inmate telephone industry, and/or (iv) any material line of business that the Company or any of its subsidiaries are engaged in on the date of termination, expiration or non-extension of the Employment Period; provided, however, that Competitive Business shall not include an organization where the activities described in (i) through (iv) do not represent a material portion of such organization's revenues and the Executive's primary duties do not relate to such activities.

Non-Competition. During (i) the term of the EmployeeExecutive's employment hereunder with the Company and until one (ii) the two (2) year after termination period immediately following the Executive's Date of the Employee's employment hereunderTermination, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageSunbeam Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for (a "Competitive Business") which the Employer has, prior to the time of competes with any business then being conducted by such termination, expended substantial resources Sunbeam Entity; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee or consultant of any of the Employer Sunbeam Entities to leave its the employ of any of the Sunbeam Entities for alternative employment by or hire with any Competitive Business; and (C) shall not solicit, divert or offer employment totake away, or attempt to divert or to take away, the business or patronage of any person to whom of the Employer has offered employmentcustomers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Executive while employed by the Company; provided, however, that nothing herein shall prohibit the Executive from owning a maximum of two percent (2%) of the outstanding stock of any publicly traded corporation. The Employee will continue to be bound Following the Date of Termination, ownership by the Executive of not more than five percent (5%) of any publicly traded corporation shall not constitute a violation hereof. If, at any time, the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(dSection 10(c) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 10(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 10(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 10(c), the design, manufacture and marketing of outdoor barbecue grills and small kitchen appliances shall be construed to be a Competitive Business; provided, however, that the gross revenues derived from sales of such products by such competitor are greater than the lesser of (i) 10% of its total revenues and (ii) $500,000,000.

Non-Competition. During In consideration of the Employer’s obligations hereunder, during the term of the Employee's ’s employment hereunder and until one year after termination of during the Employee's employment hereunderDesignated Period (as defined herein), the Employee will not (ai) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's terminationNorth America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in a the business involving of providing publishing and printing services for periodicals, magazines, books, journals or relating to the operation of retail drug stores catalogs or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee's ’s termination or has notified any activity related thereto of which the Employee had knowledge that it the Employer proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "“Designated Industry"”), (bii) divert to any competitor of the Employer any customer of the Employer, or (ciii) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment by or hire or offer employment to, with any person to whom competitor of the Employer has offered employmentEmployer. The Employee will continue term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to be bound by the provisions longer of this ss.9 until their expiration (a) twelve (12) months and shall not be entitled to any compensation from (b) the Employer with respect thereto except as provided in ss.6(d) hereofSeverance Period. If at any time the provisions of this ss.9 §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During The Executive covenants and agrees that, during the term of the Employee's Executive’s employment hereunder and until for a period of one (1) year after termination of thereafter (to the Employee's employment hereunderextent permitted by law), the Employee Executive will not (a) anywhere within New Jerseyat any time, New York in the United States or Pennsylvania any other jurisdiction in which the Company. the Parent or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's terminationtheir respective corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, engage, directly or indirectly, alone or whether as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)principal, partnerinvestor, employee, consultant, independent contractor, officer, director, employee board member, manager, partner, agent, or consultant of otherwise, alone or in association with any other person, firm, corporation, or business organization organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the Parent, or any of their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s position or becomes service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company, the Parent, or any of their corporate controlled affiliates, or is otherwise competitive with the Company’s, the Parent’s, or any of their corporate controlled affiliates’ products or services; provided, however, that the foregoing will not prohibit the Executive from (i) serving on a board of directors (or comparative bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 11) and the termination of the Executive’s employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is not predominantly engaged in a business involving or relating to supporting the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employeronline education, or (cB) solicit an online learning company that does not provide higher education, or encourage any officer(iii) serving as a faculty member, key employee “scholar in residence” or consultant similar academic position, provide, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of less than one percent (1%) of the Employer to leave its employ for alternative employment or hire or offer employment to, outstanding stock of any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and corporation listed on a national securities exchange shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions deemed a violation of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinSection 9(a).

Non-Competition. During The Executive hereby agrees with the Corporation that during the term of his employment hereunder, and in certain instances, as provided below, for a period following termination of his employment hereunder, (i) he shall not, directly or indirectly, engage in, or be employed by, or act as a consultant to, or be a director, officer, owner or partner of, or acquire any interest in (other than an interest of 1% or less in the Employee's outstanding capital stock of a publicly traded corporation), any business activity or entity which competes with the Corporation or any of its subsidiaries, (ii) he shall not solicit any employee of the Corporation or any of its subsidiaries to leave the employment hereunder thereof or in any way interfere with the relationship of such employee with the Corporation or its subsidiaries, unless he believes in good faith at such action during the term of his employment by the Corporation is in the best interests of the Corporation, and until one year (iii) he shall not induce or attempt to induce any customer supplier, licensee or other individual, corporation or other business organization having a business relation with the Corporation or its subsidiaries to cease doing business with the Corporation or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or other person and the Corporation or its subsidiaries; provided, however, that as to the period after termination of the EmployeeExecutive's employment hereunder, the Employee will not restrictive covenants set forth in this paragraph (ac) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the shall apply only for that time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and period for which the Employer has, prior to Executive has received or is receiving the time severance benefits described in subparagraphs (ii) and (iii) of such termination, expended substantial resources Paragraph 9(b) or subparagraphs (the "Designated Industry"), i) and (bii) divert to any competitor of the Employer any customer of the Employer, or (cParagraph 9(d) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as Agreement; but provided in ss.6(d) hereof. If further that at any time following the provisions termination of this ss.9 employment hereunder, the Executive shall be determined released from said restrictive covenants if he waives further payment of benefits under said subparagraphs and repays to be invalid or unenforceable, by reason the Corporation that portion of being vague or unreasonable as any benefits already received under those subparagraphs which corresponds to area, duration or scope any period of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had time which has not been included herein.yet elapsed. (d)

Non-Competition. During (i) the term of the EmployeeExecutive's employment hereunder with the Company and until one (ii) the one-year after period immediately following the expiration or earlier termination of the Employee's employment hereunderEmployment Period, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageXxxxxx Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee Executive or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources Competitive Business; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee Executive, independent contractor, vendor or consultant of any of the Employer Xxxxxx Entities to leave its the employ for alternative employment of, or hire or offer employment tootherwise cease his relationship with, any person of the Xxxxxx Entities; and (C) shall not solicit, divert or take away, or attempt to whom divert or to take away, the Employer has offered employmentbusiness or patronage of any of the customers or accounts, or prospective customers or accounts, of any Xxxxxx Entity, which were contacted, solicited or served by any Xxxxxx Entity during the time the Executive was employed by any Xxxxxx Entity. The Employee will continue to be bound by If the Executive violates any of the provisions of this ss.9 until their expiration and Section 6(d), following his termination of employment, the computation of the time period provided herein shall not be entitled to any compensation tolled from the Employer with respect thereto except as provided first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in ss.6(dwriting that it will seek no judicial relief for said violation, or (iii) hereofthe Executive provides satisfactory evidence to the Company that such breach has been remedied. If If, at any time time, the provisions of this ss.9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the pay telephone business, (iii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, (iv) the billing, collection and/or validation business, and/or (v) any line of business in which the Xxxxxx Entities derive 10% or more of their annual revenue and which they designate as a separate line of business for financial reporting purposes on the date of termination or expiration of the Employment Period.

Non-Competition. During Employee covenants and agrees that during the term hereof and for a period of one (1) year following the termination of Employee's employment hereunder for any reason or expiration of this Agreement (or two (2) years following (i) a non-renewal of the Agreement by the Company, and until payment made to Employee, as required in Section 5(h) above, or (ii) any termination, if the Company elects to pay to Employee, in addition to all other amounts payable under this Agreement, an amount equal to the sum of (A) one year after additional Year's Base Salary at the rate then in effect and (B) the Target Bonus (calculated with reference to the date of termination of the Employee's employment hereunder), the such sum to be payable in bi-monthly installments during such second year), Employee will not shall not, on any vessel or within one hundred (a100) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by non-vessel venue where, or from which, the Employer at Company is then conducting, or had in the time then preceding two (2) years conducted, any part of the Employee's terminationits business, engage, directly or indirectly, alone whether as an individual, sole proprietor, or as a principal, agent, officer, director, employer, employee, consultant, independent contractor, partner or shareholder of any firm, corporation or other entity or group or otherwise, in any Competing Business; provided, however, that if the Company chooses not to renew this Agreement and does not pay Employee pursuant to Section 5(h) hereof, then Employee will not be bound by any non-compete as provided in this Section 6(b). For purposes of this Agreement, the term "Competing Business" shall mean any individual, sole proprietorship, partnership, firm, corporation or other entity or group which offers or sells or attempts to offer or sell (i) spa services, skin or hair care products or degree or non-degree educational programs in massage therapy, skin care or related courses or (ii) any other services then offered or sold by the Company. Notwithstanding the foregoing, Employee is not precluded from (i) maintaining a passive investment in publicly held entities provided that employee does not have more than as a holder of less than five percent (5%) beneficial ownership in any such entity; or (ii) serving as an officer or director of any entity, the majority of the common stock voting securities of any publicly traded corporation)which is owned, partnerdirectly or indirectly, officerby the Company (collectively, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated IndustryPermitted Activity"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During Executive acknowledges that his or her services to be rendered hereunder are of a special and unusual character that have a unique value to Company and the term conduct of its Business, the loss of which cannot adequately be compensated by damages in an 9 Exhibit 10.31 action at law. In view of the Employee's employment hereunder and until one year after termination unique value to Company of the Employee's employment services of Executive for which Company has contracted hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time and because of the Employee's terminationconfidential information to be obtained by or disclosed to Executive as herein above set forth, engageand as a material inducement to Company to enter into this Agreement and to pay and make available to Executive the compensation and other benefits referred to herein, Executive covenants and agrees that Executive will not, directly or indirectly, alone whether as principal, agent, trustee or as a shareholder through the agency of any corporation, partnership, association or agent (other than as a the holder of less not more than five percent (5%) of the common total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges): (a) while employed under this Agreement (i) work for (in any capacity, including without limitation as a director, officer or employee) any other entity engaged in cruises, with a minimum fleet size of 1,000 berths (including ships under construction or publicly traded corporationannounced to be built), or cruise related businesses of any such entity or (ii) recruit, or otherwise influence or attempt to induce employees of Company to leave the employment of Company; and (b) for the two (2) year period immediately following the termination of Executive's employment pursuant to this Agreement (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity engaged in cruises, with a minimum fleet size of 1,000 berths (including ships under construction or publicly announced to be built), or cruise related businesses of any such entity. Executive further agrees that during the Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by Company or its affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Executive’s employment with Company); or (ii) solicit, induce, or influence any proprietor, partner, officerstockholder, lender, director, employee officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or consultant of any other business organization that is engaged person or becomes engaged in entity which has a business involving relationship with Company or relating its affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time extent of such termination, expended substantial resources (the "Designated Industry"), (b) divert to relationship with Company or any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer subsidiaries. Executive has offered employment. The Employee will continue to be bound by carefully read and considered the provisions of Sections 9, 10, and 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of Company, its officers, directors, shareholders, and other employees, for the protection of the business of Company, and to ensure that Executive devotes his or her entire professional time, energy, and skills to the business of Company. Executive acknowledges that he or she is qualified to engage in businesses other than that described in this ss.9 until their expiration Section 11. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 9, 10 and shall not be entitled to any compensation from 11, the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time parties agree that the provisions of this ss.9 restrictions contained therein shall be determined enforced to be invalid or unenforceable, the maximum extent permitted by reason law as more particularly set forth in Section 13 below. In the event that any of being vague or unreasonable as to area, duration or scope of activity, this ss.9 said restrictions shall be considered divisible held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and shall become and be immediately amended to only such areathat as so modified, duration and scope of activity as the covenant shall be determined to be reasonable and as fully enforceable as if it had been set forth herein by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinparties. 10 Exhibit 10.31 12.

Non-Competition. During The nature of Employee’s employment with Employer has given Employee access to trade secrets and confidential information, including information about Employer’s technology and customers. Therefore, during the term two (2) years following the closing of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunderMerger, the Employee will not engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any business or activity whose efforts are in competition with (ai) anywhere within New Jersey, New York the products or Pennsylvania services manufactured or anywhere within 100 miles marketed by Employer and/or any of any store operated by the Employer its subsidiaries at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) closing of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the EmployerMerger, or (cii) solicit the products or encourage services which have been under research or development by Employer and/or any officerof its subsidiaries during Employee’s employment, key employee and which Employer and/or any of its subsidiaries has demonstrably considered for further development or consultant commercialization. The geographic scope of this restriction shall extend to anywhere Employer and/or any of its subsidiaries is doing business, has done business or intends to do business. Employee acknowledges that the restrictions are reasonable and necessary for protection of the business and goodwill of Employer. If, within two years following the date of closing of the Merger, Employee violates this Non-Competition provision, Employee shall thereupon immediately forfeit all cash payments received for accelerated equity in the Merger and all payments made or to be made under Section 5.1 of the Change of Control Agreement and return to Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employmentall such payments theretofore made. The Employee will continue to be bound parties acknowledge and agree that the Change of Control Agreement is being modified only by adding the provisions above provision in the event and upon effectiveness of this ss.9 until their expiration the closing of the Merger\ and shall not be entitled to any compensation from that nothing else in the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions Change of this ss.9 Control Agreement shall be determined to be invalid or unenforceable, affected by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Addendum. The parties further acknowledge and agree that this Addendum shall be considered divisible and shall become and be immediately amended to only such area, duration and scope null if the closing of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had Merger does not been included hereinoccur.

Non-Competition. During The Consultant agrees that he shall not at any time prior to one (1) year after the term expiration or termination of this Agreement for any reason, own, manage, operate, be a director or an employee of, or a consultant to or provide any services, consultation or advice to any person, business, corporation, partnership, trust, limited liability company or other firm or enterprise ("Person") which is engaged in marketing, selling or distributing products, or in developing product candidates in or for the United States, which contain opioid anti-abuse or abuse deterrent technology or technology meant to achieve all or some of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunder, the Employee will not same effects as Acura’s Aversion® Technology or are potentially competitive with: (a) anywhere within New JerseyAcura’s products or product candidates in development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology or any similar abuse deterrent technology (hereinafter the “Non-compete”). For avoidance of doubt, New York the Non-compete shall apply only to the extent that Consultant’s service, consultation or Pennsylvania advice for any Person directly relates to opioid anti-abuse or anywhere within 100 miles abuse deterrent technology, including Acura’s Aversion Technology. For avoidance of any store operated doubt, product candidates are as evidenced by the Employer current written product development plan and/or business plan of Acura at the time of termination of this Agreement and/or described in Acura’s most recent filing on Form 8-K, Form 10-K or Form 10-Q with the Employee's termination, engage, directly or indirectly, alone or Securities and Exchange Commission as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time date of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to this Agreement. If any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to Section 2.3, or any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this Section 2.3, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of being vague the scope thereof or unreasonable otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect Acura's right to the relief provided for herein in the courts of any other jurisdictions as to areabreaches or threatened breaches of such provisions in such other jurisdictions, duration or scope of activitythe above provisions as they relate to each jurisdiction being, for this ss.9 shall be considered divisible purpose, severable into diverse and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinindependent covenants.

Non-Competition. During Employee acknowledges that Employer is not obligated to provide him or her with the benefits set forth in this Agreement, and that such benefits, particularly the provisions for severance pay, continuation of benefits, paid outplacement and modification of his or her incentive stock option agreements, constitute a bona fide advancement for Employee. Employee hereby waives any right to assert or claim otherwise. In return for the right to receive such benefits and this advancement, Employee hereby agrees that, during the term of this Agreement and for a period of one year following the termination of Employee's employment hereunder and until one year after termination of with the EmployeeCompany, without Employer's employment hereunderprior written consent, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageshall not, directly or indirectly, alone own, have any interest in, act as an officer, director, agent, employee or as consultant of, or assist in any way or in any capacity any person, firm, association, partnership, corporation or other entity which is a shareholder creator, manufacturer, distributor, seller or provider of non-meat or vegetarian food products or otherwise engaged in a business that is substantially similar to and/or competes with the business then engaged in by Employer (other than as a holder "Competitive Entity") in any geographical area where Employer engages in such business. The restrictions of this section prohibiting ownership in a Competitive Entity shall not apply to Employee's ownership of less than five percent (5%) of the common stock publicly-traded securities of any publicly traded corporation)Competitive Entity. While the Employee and Employer acknowledge that the restrictions contained in this section are reasonable, partnerin the unlikely event that any court should determine that any of the restrictive covenants contained in this section, officeror any part thereof, directoris unenforceable because of the duration of such provision, employee the area covered thereby or consultant of any other business organization that is engaged basis, such court shall have the power to reduce the duration or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time area of such terminationprovision or otherwise amend it and, expended substantial resources (the "Designated Industry")in its reduced form, (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to such provision shall then be bound by the provisions of this ss.9 until their expiration enforceable and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinenforced.

Non-Competition. During (i) the term of the EmployeeExecutive's employment hereunder with the Company and until one (ii) the one-year after period immediately following the expiration or earlier termination of the Employee's employment hereunderEmployment Period, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageXxxxxx Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee Executive or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources Competitive Business; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee Executive, independent contractor, vendor or consultant of any of the Employer Xxxxxx Entities to leave its the employ for alternative employment of, or hire or offer employment tootherwise cease his relationship with, any person of the Xxxxxx Entities; and (C) shall not solicit, divert or take away, or attempt to whom divert or to take away, the Employer has offered employmentbusiness or patronage of any of the customers or accounts, of any Xxxxxx Entity, which were served by any Xxxxxx Entity during the time the Executive was employed by any Xxxxxx Entity. The Employee will continue to be bound by If the Executive violates any of the provisions of this ss.9 until their expiration and Section 6(d), following his termination of employment, the computation of the time period provided herein shall not be entitled to any compensation tolled from the Employer with respect thereto except as provided first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in ss.6(dwriting that it will seek no judicial relief for said violation, or (iii) hereofthe Executive provides satisfactory evidence to the Company that such breach has been remedied. If If, at any time time, the provisions of this ss.9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, (iii) the billing, collection and/or validation business within the inmate telephone industry, and/or (iv) any material line of business that the Xxxxxx Entities are engaged in on the date of termination, expiration or non-extension of the Employment Period.

Non-Competition. During The Executive agrees that during the term Term of Employment, and for the Employee's employment hereunder unexpired Term of Employment otherwise remaining but for termination thereof in accordance with Section 5, and until one year after termination during any Term of Consultancy (the Employee's employment hereunder, the Employee will "Non-competition Period") he shall not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of in any store operated by the Employer at the time of the Employee's termination, engagemanner, directly or indirectly, through any person, firm or corporation, alone or as a shareholder (other than member of a partnership or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, an officer, director, stockholder, investor or employee of or consultant of to any other business organization that is engaged corporation or becomes enterprise, engage or be engaged in any business being conducted by the Company or any of its subsidiaries as of the termination of the Term of Employment in any geographic area in which the Company or any of its subsidiaries is then conducting such business. Within seven (7) days following the termination of the Term of Employment the Company shall deliver to the Executive a written description of the businesses being conducted by the Company and its subsidiaries as of the date of such termination and the respective geographic areas in which such businesses are then being conducted. If the Company shall fail to deliver such written description within such seven (7) day period, the Executive may deliver to the Company a written demand therefor and the Company shall have seven (7) days following the delivery of such written demand to deliver such written description to the Executive, and the Executive shall have no liability for any breach of the covenant contained in this Section 7.2 or Section 7.3 which may occur during the period commencing on the termination of the Term of Employment and ending on the date of the delivery of such written description to the Executive, and, if the Company shall fail to deliver such written description to the Executive by the end of the second seven-day period specified above, the Executive shall thereupon be discharged from any obligations or covenants under this Section 7.2 or Section 7.3 (and released from any liability for any alleged breach thereof). Notwithstanding the foregoing, subsequent to the termination of the Term of Employment the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is competitive with a business involving activity being conducted by the Company or relating to the operation any of retail drug stores or in any other business activity that the Employer is conducting at the time its subsidiaries as of the Employee's termination or has notified of the Employee that it proposes to conduct and for which the Employer hasTerm of Employment if, at least sixty (60) days prior to the time commencement of such terminationcompetitive activity, expended substantial resources (the "Designated Industry")Executive delivers to the Company a written release, (b) divert in form and substance satisfactory to the Company, releasing the Company from all further obligations to the Executive pursuant to this Agreement, pursuant to any competitor other agreement or arrangement with the Company or any subsidiary of the Employer any customer Company or otherwise, other than the right of the Employer, Executive to receive benefits or (c) solicit or encourage payments under any officer, key employee or consultant retirement plan of the Employer to leave Company and/or its employ for alternative employment or hire or offer employment tosubsidiaries, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except and/or as provided in ss.6(d) hereof. If at any time Section 13; provided that nothing contained in this Section 7.2 shall release or otherwise affect the provisions obligations of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinExecutive contained in Section 8.

Non-Competition. During the term In consideration of the compensation and other benefits to be paid to the Employee under this Agreement and other additional valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in view of the unique value to Corporation of the services of Employee and the confidential information obtained by or disclosed to Employee pursuant to the employment relationship embodied herein, for and in additional consideration of One Hundred and no/100 Dollars ($100.00), which is payable within ninety (90) days of termination of employment and additional valuable consideration (such additional consideration acknowledged by Corporation and Employee as including but not limited to Employee's employment hereunder and until one year Employee's continued employment), the Employee agrees that, beginning on the data of this agreement and continuing for two (2) years after the date which is the later of (a) the termination of the Employee's employment hereunder, with the Employee will not Corporation (a) anywhere within New Jersey, New York including any period of this Employee's continued employment or Pennsylvania engagement as an employee or anywhere within 100 miles of any store operated by the Employer at the time consultant following expiration of the Employee's termination, engageterm of this Agreement) (the "Termination Date") he shall not, directly or indirectly, alone for his own account or as agent, employee, officer, director, trustee, member, consultant or partner, or as a shareholder stockholder or equity owner of any corporation or any other entity (other than as a holder of except that he may own securities constituting less than five percent (5%) of the common stock any class of securities of a public company) , or member of any publicly traded corporation)firm or otherwise, partner(a) engage or attempt to engage, officerin the Restricted Territory (as hereinafter defined) , director, employee in the business (as hereinafter defined) or consultant of any other business organization that or activity which is engaged the same as, substantially similar to or becomes engaged in a directly or indirectly competitive with the business involving or relating to conducted by the operation of retail drug stores or in any other business activity that the Employer is conducting corporation at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry")date, (b) divert to employ or solicit the employment of any competitor of person who is employed by the Employer Corporation at the Employee's termination date or at any customer of time during the Employersix-month period preceding the Employee's termination date, or (c) canvass or solicit business in competition with the business conducted by the Corporation immediately prior to the termination date from any person or encourage any officer, key employee entity who during the six-month period preceding the termination date shall have been a customer or consultant client of the Employer to leave its employ for alternative employment Corporation, or hire or offer employment to, from any person or entity which the Employee has reason to whom believe might thereafter become a customer or client of the Employer has offered employmentCorporation as a result of marketing, contacts or other facts and circumstances of which the Employee is aware, (d) willfully dissuade or discourage any person or entity from using, employing or conducting business with the Corporation or (e) disrupt or interfere with, or seek to disrupt or interfere with, the business or contractual relationship between the Corporation and any supplier who during the six-month period preceding the termination date shall have supplied components, materials or services to the Corporation. The For purposes of this Agreement, the term Restricted Territory shall mean anywhere in the world. Business is defined as the inventing, developing, marketing, sales, and manufacture of gaming and gaming related products and services and any other lawful business activity engaged in by the Corporation on the termination date. Notwithstanding the foregoing, the restrictions imposed by this Section 14. or Sections 15. through 17. hereof shall not in any manner be construed to prohibit, directly or indirectly, the Employee will from serving as an employee of the Corporation in accordance with the terms and conditions of this Agreement. Employee may continue to be bound by the provisions engage in his gaming industry consulting business as presently conducted (which does not include product development or improvement), and Employee may continue to maintain ownership of this ss.9 until their expiration intellectual property developed in such consulting business except for any ideas or inventions for products, other patentable matters, developments, and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions information, all of this ss.9 which shall be determined the property of the Corporation pursuant to be invalid or unenforceableparagraphs 16, by reason of being vague or unreasonable as to area17, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein19.

Non-Competition. During Provided that this Agreement has not been breached by the term of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunderCorporation, the Employee will agrees that he shall not at any time prior to one (a1) anywhere year after the earlier to occur of (i) the expiration of the Term hereunder and (ii) the termination of his employment with the Corporation, own, manage, operate, be a director or an employee of, or a consultant to any business or corporation which is conducting any business within New Jersey, New York the generic drug industry or Pennsylvania which competes with or anywhere within 100 miles of any store operated conducts the same business as or similar to that conducted by the Employer at Corporation in the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employmentUnited States. The Employee will continue further agrees that, provided this Agreement has not been breached by the Corporation, he shall not, at any time prior to be bound one (1) year after the earlier to occur of (i) the expiration of the Term hereunder and (ii) the termination of his employment with the Corporation, assist or allow any such business or corporation to hire anyone who was employed by the Corporation at such time or at any time during the preceding twelve months. If any of the provisions of this ss.9 until their expiration and shall not be entitled to section, or any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of being vague the scope thereof or unreasonable otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as to areabreaches or threatened breaches of such provisions in such other jurisdictions, duration or scope of activitythe above provisions as they relate to each jurisdiction being, for this ss.9 shall be considered divisible purpose, severable into diverse and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinindependent covenants.

Non-Competition. During the term Restriction Period, Employee agrees not to (except with the prior written consent of an authorized representative of the Employer), directly or indirectly, perform or attempt to perform anywhere in a Restricted Territory (as defined below) any Restricted Services (as defined below) that are competitive to the Employer. For the purposes of this Agreement, “Restricted Territory” means the twenty-five (25) mile radius around any of the following locations: (i) any Employer business location at which Employee has worked on a regular or occasional basis during Employee's employment hereunder and until one year after ’s employment; (ii) Employee’s home if Employee worked from home on a regular or occasional basis; (iii) any potential business location of the Employer under active consideration by the Employer to which Employee has travelled in connection with the consideration of that location; or (iv) any county, parish, or similar political subdivision in the United States where Employee provided services on behalf of the Employer or had a material presence during the last twelve (12) months prior to Employee’s termination of employment with the Employer. For purposes of this Agreement, “Restricted Services” are any services that are the same or substantially similar to the services Employee performed for Employer in the last two (2) years of Employee’s employment with the Employer. In the event the employment terminates following notice of termination for any reason other than retirement, during such time as the Non-Competition clause is in force, the Employer shall be obligated to pay to the Employee's employment hereunder, on a monthly basis, the Employee will not difference between (ax) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated their monthly income from employment by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) termination of the common stock of any publicly traded corporation)employment (the “Termination base Salary”) and (y) the (lower) income (the “Non-Competition Compensation”) which they actually receive, partneror could have received, officerfrom other employment, directoranother engagement, employee or consultant of any in other business organization that is engaged or becomes engaged in a business involving or relating to activities for work performed during the operation term of retail drug stores or in any other business activity that applicability of the Employer is conducting Non-Competition clause without violation of the Non-Competition clause (such difference, the “Non-Competition Make-Whole Payment”). However, the Non-Competition Make-Whole Payment shall not exceed 60% of the previous deemed monthly base salary at the time of termination of the Employee's termination or has notified employment, where such deemed monthly base salary shall be calculated as the average fixed wages paid to the Employee that it proposes to conduct and during the most recently completed 12 calendar months of employment (or such lesser number of months as may apply if the Employee has served for less than a year). For the avoidance of doubt, consideration shall be taken only of such time during which the Employer has, prior Employee performed work in the customary position pursuant to the time of such termination, expended substantial resources (applicable employment agreement. The Employer shall have no obligation to pay a Non-Competition Make-Whole Payment where it is proven that the "Designated Industry"), (b) divert to any competitor Non-Competition Compensation is lower than the Termination Salary not as a consequence of the Employer any customer non-Competition clause. To the extent reasonable, the Employee shall limit the loss in income which may occur as a consequence of the Employer, or (c) solicit or encourage any officer, key employee or consultant application of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employmentnon-Competition clause. The Employee will continue shall be obligated to be bound provide, on a monthly basis, the information, inter alia regarding the amount of their income from new employment or business activities, as required by the provisions Employer in order to determine the Non-Competition Make-Whole Payment. In the event the employment terminates for Cause (as defined in the Addendum to Employment Agreement between Employee and Employer dated of this ss.9 until their expiration and even date herewith), the Employer shall not be entitled obligated to pay any Non-Competition Make-Whole Payment. In the event the Employee receives a separate compensation from the Employer with respect thereto except due to the termination of the employment, e.g. as provided a result of change in ss.6(d) hereof. If at control or for any time reason, the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 compensation shall be considered divisible and shall become and be immediately amended to only such area, duration and scope fully compensate the Employee for the Non-Competition clause in lieu of activity the Non-Competition Make-Whole Payment as shall be determined long as the compensation fully compensates the Employee during the Restrictive Period with in total 60% of the Termination Salary. The Employer may unilaterally limit or revoke the Non-Competition clause up until the latter to be reasonable and enforceable occur of (i) the termination of Employee’s employment or (ii) in the event of voluntary termination by the court or other body having jurisdiction over Employee, two weeks after the matter; and notice in writing to the Employer of such termination (such latter date, the “Outside Date”). In any event, not later than within two weeks of the Outside Date, the Employer shall inform the Employee agrees that whether, and to what extent, the non-Competition clause shall apply with regard to its scope and term of applicability. The Employer may not unilaterally modify this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereininformation.

Non-Competition. During 10.1. So long as the term Employee is employed as an Employee or as a Consultant by the Company, and for a period of the Employee's employment hereunder and until one year after following the termination of the Employee's employment hereunderwith the Company for any reason, so long as during said one year period the Company pays to the Employee the payments to which the Employee is entitled, the Employee will Employee, during said one year period, shall not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone in any business activity or own, directly or indirectly, any interest in any business which competes with the business of the Company as conducted or as a shareholder (other than planned to be conducted by the Company during the Employee's employment at any place within the United States or the world where the Company then conducts business, whether for his own account or as a an employee, partner, officer or director of, or consultant or independent contractor to, or holder of less more than five percent (5%) of the common stock of any publicly traded corporation)equity interest in, partner, officer, director, employee or consultant of any other business organization that is engaged person, firm, partnership or becomes engaged in a business involving corporation. The foregoing non-competition covenant shall not apply to lines of business, products or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time services of the Employee's termination or has notified Company unless the Employee that it proposes to conduct and has had substantial involvement with or been responsible for which the Employer hassuch lines of business, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor products or services of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofCompany. If at any time the foregoing provisions of this ss.9 shall be determined deemed to be invalid or unenforceableunenforceable or are prohibited by the laws of the state or place where they are to be enforced, by reason of being vague or unreasonable as to area, duration or scope place of activityperformance, this ss.9 section shall be considered divisible and shall become and be immediately amended to include only such area, duration time and scope of activity such area as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; this Agreement. The Company and the Employee agrees expressly agree that this ss.9 section, as so amended amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the term In view of the Employeeunique and valuable services it is expected the Executive will render to the Company, Insignia\ESG and the Parent Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and Insignia\ESG and their customers and suppliers, and similar knowledge regarding the Parent Company it is expected the Executive will obtain, the Executive agrees that (i) so long as he is employed by the Company and Insignia\ESG pursuant to this Agreement or otherwise and (ii) for a period of two (2) years after the Termination for Cause (as hereinafter defined) of such employment hereunder and until one year after or the Executive's termination of such employment during the Employee's employment hereunderEmployment Period, the Employee he will not compete with or be engaged in the same business as, or "Participate In" (aas hereinafter defined) anywhere within New Jerseyany other business or organization which, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's terminationcessation of the Employment Period, engagecompetes with or is engaged in the Business (as defined in the Purchase Agreement) or the same business as the Company, directly Insignia\ESG, or indirectlythe Parent Company, alone with respect to any product or as service sold or activity engaged in by the Company, Insignia\ESG, or the Parent Company in any geographical area which at the time of such cessation such product or service is sold or activity is engaged in by the Company, Insignia\ESG or the Parent Company; provided, however, that the provisions of this Section 5 shall not be interpreted to preclude the Executive, at any time and from time to time, from (i) Participating In any other organization if approved by a shareholder majority of the Directors of the Parent Company, or (other than as a holder of less ii) owning not more than five percent (5%) of the common outstanding capital stock of any publicly publicly-traded corporation)person or (iii) as set forth on Exhibit A. In the event of a Termination Without Cause (as hereinafter defined) of Executive's employment the Executive shall, partnerat his election, officer, director, employee or consultant either (i) observe the non-competition agreement set forth in the first sentence of any other business organization that is engaged or becomes engaged in a business involving or relating to this Section 5(a) for the operation of retail drug stores or in any other business activity that the Employer is conducting at the time remainder of the Employee's termination Employment Period and continue to receive the compensation provided for herein, or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (ii) accept other employment (the "Designated IndustryCompeting Employment"), (b) divert in the real estate industry which violates the non-competition agreement set forth in the first sentence of this Section 5(a) and receive compensation at the annual rate of $1,000,000 less the aggregate amount of compensation payable to any competitor him from the Competing Employment for the remainder of the Employer any customer of Employment Period. In the Employerevent this Agreement is not extended beyond the Employment Period, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to Executive shall not be bound by the provisions non-competition agreement set forth in the first sentence of this ss.9 until their expiration Section 5(a). The terms "Participate In" and "Participating In" shall mean: "directly or indirectly, for his own benefit or for, with, or through any other person, own or owning, manage or managing, operate or operating, control or controlling, loan money to or lending money to, or participate in or participating in, as the case may be, the ownership, management, operation, or control of, or be connected or being connected, as the case may be, as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce or acquiescing, as the case may be, in the use of his name in." Notwithstanding the termination or failure to extend the term of this Agreement for any reason, the Executive will not be entitled to directly or indirectly employ any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If person who, at any time up to such cessation of Executive's employment, was an employee of the provisions Company, Insignia\ESG, or the Parent Company, within a period of two years after such person leaves the employ of the Company, Insignia\ESG, or the Parent Company or any of its affiliates other than his personal secretary. In addition, notwithstanding the termination or failure to extend the term of this ss.9 shall be determined Agreement for any reason, the Executive agrees that following the Employment Period, he will not solicit anyone for the purpose of providing management, leasing or related real estate services with respect to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible the properties then managed and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable the clients then served by the court Company, Insignia\ESG, or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinParent Company.

Non-Competition. During Employee covenants and agrees that during the term Term and for a period of one (1) year following the termination of Employee's employment hereunder for any reason or expiration of this Agreement (or two (2) years following (i) a non-renewal of the Agreement by the Company, and until payment made to Employee, as required in Section 5(g), above, or (ii) any termination, if the Company elects to pay to Employee, in addition to all other amounts payable under this Agreement, an amount equal to the sum of (A) one year after additional Year's Base Salary at the rate then in effect and (B) the Target Bonus (calculated with reference to the date of termination of the Employee's employment hereunder), the such sum to be payable in bi-monthly installments during such second year), Employee will not shall not, on any vessel or within one hundred (a100) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by non-vessel venue where, or from which, the Employer at Company is then conducting, or had in the time then preceding two (2) years conducted, any part of the Employee's terminationits business, engage, directly or indirectly, alone whether as an individual, sole proprietor, or as a principal, agent, officer, director, employer, employee, consultant, independent contractor, partner or shareholder of any firm, corporation or other entity or group or otherwise, in any Competing Business; provided, however, that if the Company chooses not to renew this Agreement and does not pay Employee pursuant to Section 5(g) above, then Employee will not be bound by any non-compete agreement as provided in this Section 6(b). For purposes of this Agreement, the term "Competing Business" shall mean any individual, sole proprietorship, partnership, firm, corporation or other entity or group which offers or sells or attempts to offer or sell (i) spa services, skin or hair care products or degree or non-degree educational programs in massage therapy, skin care or related courses or (ii) any other services then offered or sold by the Company. Notwithstanding the foregoing, Employee is not precluded from (i) maintaining a passive investment in publicly held entities provided that Employee does not have more than as a holder of less than five percent (5%) beneficial ownership in any such entity; (ii) serving as an officer or director of any entity, the majority of the common stock voting securities of any publicly traded corporation)which is owned, partnerdirectly or indirectly, officerby the Company or (iii) after the termination of this Agreement, directorprecluded from, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or limited in any other business activity that way in connection with, engaging in the Employer is conducting at the time private practice of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer haslaw (collectively, prior to the time of such termination, expended substantial resources (the a "Designated IndustryPermitted Activity"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During Except as shall be expressly permitted in writing by CRC, for a period of five (5) years from and after the term of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunderClosing Date, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engageESNI shall not, directly or indirectly, alone (i) own, operate, render services to, purchase or hold securities of or otherwise invest in, represent, advise or otherwise participate as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)an officer, director, stockholder, member, partner, officerAffiliate, directoragent, employee or consultant of or for any other business organization or entity which conducts business that is engaged competitive to (1) the business conducted by ESNI or becomes engaged in a CRC as of the date hereof or (2) the business involving conducted by the JV through the utilization of the ESNI Contributed Assets or relating the CRC Contributed Assets as of the Closing Date or (3) the business conducted by the JV at anytime during the six (6) month period following the Closing Date, it being understood that any such business conducted during such six (6) month period shall be reasonably ancillary or complimentary to the operation of retail drug stores or in any other business activity that conducted by the Employer is conducting at the time JV as of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer hasClosing Date (any such business hereinabove described in clauses (1)-(3), prior to the time of such termination, expended substantial resources (the a "Designated IndustryCompeting Business"), (bii) divert solicit the employment of any employee or consultant (other than a non-exclusive consultant to any competitor the extent such non-exclusive consultant is employed by ESNI on a non-exclusive, part time basis) of CRC or of the Employer JV, either on a full or part time or consulting basis, (iii) induce or encourage, or cooperate with any Person in inducing or encouraging, any employee or consultant (other than a non-exclusive consultant to the extent such non-exclusive consultant is employed by such Competing Business on a non-exclusive, part time basis) of CRC or of the JV to accept employment, either on a full or part time or consulting basis, with any Competing Business, (iv) persuade or seek to persuade any customer of ESNI, CRC or the EmployerJV to cease to do business or to reduce the amount of business which such customer has customarily done or contemplates doing with ESNI, CRC or the JV, or (cv) solicit intentionally interfere in any manner in the relationship of CRC or encourage any officer, key employee or consultant of the Employer to leave JV with any of its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinsuppliers.

Non-Competition. During the term of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles From the date of any store operated by this Agreement through the Employer at the time sixth anniversary of the Employee's terminationClosing (the "Noncompetition Period"), engagethe Sellers and their Affiliates agree not to, whether individually or in their capacity as a director, officer, manager, member, partner, shareholder, agent or representative of or to a Person or entity (other than the Purchaser) or otherwise, directly or indirectly: (i) engage in a "Competitive Business", alone which for the purpose of this Agreement, means a business located in or as transacting business in North America that is competitive with the Business; or (ii) either (A) solicit for a shareholder (other than as Competitive Business or endeavor to entice away, any Person or entity who is a holder of less than five percent (5%) current customer of the common stock Business as of the date hereof and during the Noncompetition Period or who has been a customer of the Business within the past twelve (12) months or at any publicly traded corporationtime during the term of this Agreement to use any products or services offered by a Competitive Business; (B) perform any action, activity or course of conduct which is detrimental in any material respect to the Business or business reputation of the Purchaser (or any of its Affiliates), partnerincluding, officerwithout limitation (1) soliciting, directorrecruiting or hiring any employees of the Purchaser (or any of its Affiliates) or Persons or entities who have worked for the Business at any time during the preceding twelve (12) months (or any of its Affiliates), and/or (2) encouraging any employee of the Purchaser (or consultant any of its Affiliates) to leave the employment of the same; or (C) assist any other business organization that is engaged Person or becomes engaged in a business involving or relating to the operation of retail drug stores or entity in any other business activity that the Employer is conducting at the time of the Employee's termination way to do, or has notified the Employee that it proposes attempt to conduct and do, anything prohibited by Section 5.06(a)(i) or this Section 5.06(a)(ii) (except for which the Employer has, prior responding to the time of such termination, expended substantial resources (the "Designated Industry"requests for reference checks), . (b) divert to The Seller acknowledges that a material breach of any competitor of the Employer covenants contained in this Section 5.06 would result in material irreparable injury to the Purchaser for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that the Purchaser will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Seller from engaging in 33 <PAGE> activities prohibited by this Section 5.06, and such other relief as may be required to specifically enforce any customer of the Employer, or covenants in this Section 5.06. (c) solicit or encourage any officer, key employee or consultant of The Purchaser and the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by Seller agree and acknowledge that the provisions of this ss.9 until their expiration Section 5.06 constitute an integral part of the purchase of the Business and shall not be entitled to any compensation the Assets from the Employer Seller by the Purchaser, and that without such provisions the Purchaser would be unwilling to proceed with respect thereto except as provided in ss.6(dthe purchase of the Business and the Assets and the other transactions contemplated hereby. This Section 5.06 shall be enforceable irrespective of the terms of any other agreements that may be entered into among the Purchaser (or their successors or Affiliates) hereofand the Seller. If at any time the provisions provision or portion of this ss.9 shall be determined Section 5.06 is found by a court of competent jurisdiction to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only any such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.or portion thereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable. (d) Nothing in this Section 5.06 shall preclude or prohibit Gibraltar or any of its subsidiaries from acquiring the stock or assets of any Person which derives (both at the time of acquisition and at all times thereafter) less than (i) five (5%) of its revenues and (ii) less than $20 million per annum from the conduct of a Competitive Business; provided, however, that if such Person exceeds the limits set forth in items (i) or (ii) of this subsection at any time, then Gibraltar shall divest itself of such business and, in connection with such divestiture, shall first offer such business for sale to Purchaser at a price and on terms and conditions to be agreed. SECTION 5.07

Non-Competition. During the term In consideration of the Employee's employment hereunder this Agreement, and until one year after termination of the Employee's employment for other good and valuable consideration provided hereunder, the Employee will not receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (a12) anywhere within New Jerseytwelve months thereafter, New York or Pennsylvania or anywhere within 100 miles if longer, a number of any store operated by months thereafter equal to the Employer at number of months of Base Salary continuation received pursuant to Section 1(d)(i), Executive shall not, without the time prior written consent of the Employee's termination, engageCompany, directly or indirectly, alone engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided (A) such business or endeavor constituted at least 20% of the revenues of the Company during one of the two Company fiscal years immediately preceding the fiscal year in which Executive’s termination of employment with the Company occurs, and (B) such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a shareholder Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (1) Executive may become employed by or provide services to a partnership, corporation or other than organization that is engaged in a Competitive Activity so long as a holder of less than Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (2) Executive may own, for investment purposes only, up to five percent (5%) of the common outstanding capital stock of any publicly publicly-traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes corporation engaged in a business involving Competitive Activity if the stock of such corporation is either listed on a national stock exchange or relating on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (3) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or is terminated by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, other than with respect to the operation “personals” business (which includes, without limitation, the business of retail drug stores or MatchCo), with respect to which the restrictions contained in any other business this Section 2(b) shall apply, and (4) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior would otherwise be prohibited by this Section 2(b) poses a reasonable competitive threat to the time of such terminationCompany, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to which determination shall be bound made by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided Company in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereingood faith.

Non-Competition. During the term of the Employee's employment hereunder hereunder, or during any period (and for a period of three (3) years thereafter) that the Employer is compensating the Employee in accordance with SECTION 6(d) hereof as a result of terminating the Employee's employment without Cause, and until one year three (3) years after any other termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, member, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving the provision of services which compete with the services provided by the Employer or relating to the operation of retail drug stores or compete in any other service business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 SECTION 9 until their expiration expiration, and shall not be entitled to any compensation from the Employer with respect thereto except as may be provided in ss.6(dSECTION 6(d) hereof. If at any time the provisions of this ss.9 SECTION 9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 SECTION 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 SECTION 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During (i) the term of Executive’s employment with the Employee's employment hereunder Corporation and until one year after termination of (ii) the Employee's employment hereunderPost-Employment Non-Competition Period, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York the geographical areas in which the Corporation or Pennsylvania or anywhere within 100 miles any of any store operated by the Employer at the time of the Employee's termination, engageits subsidiaries is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee executive or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination which involves or has notified the Employee that it proposes relates to conduct and for which the Employer has, prior providing services to the time of such termination, expended substantial resources a Competitive Business (the "Designated Industry"defined below), ; (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee executive, independent contractor, vendor or consultant of the Employer Corporation or any of its subsidiaries to leave the employ of, or otherwise cease his relationship with, the Corporation or any of its employ for alternative employment subsidiaries; and (C) shall not solicit, divert or hire take away, or offer employment toattempt to divert or to take away, the business or patronage of any person to whom of the Employer has offered employmentcustomers or accounts, of the Corporation or any of its subsidiaries, which were served by any such entity during the time the Executive was employed by the Corporation. The Employee will continue to be bound by If the Executive violates any of the provisions of this ss.9 until their expiration and Section 6(d), following his termination of employment, the computation of the time period provided herein shall not be entitled to any compensation tolled from the Employer with respect thereto except as provided first date of the breach until the earlier of (i) the date judicial relief is obtained by the Corporation, (ii) the Corporation states in ss.6(dwriting that it will seek no judicial relief for said violation, or (iii) hereofthe Executive provides satisfactory evidence to the Corporation that such breach has been remedied. If If, at any time time, the provisions of this ss.9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.. For purposes of this Section 6, Executive and the Corporation agree that:

Non-Competition. During So long as the term Employee is employed as an Employee --------------- or as a Consultant by the Company, and for a period of the Employee's employment hereunder and until one year after following the termination of the Employee's employment hereunderwith the Company for any reason, so long as during said one year period the Company pays to the Employee the payments to which the Employee is entitled, the Employee will Employee, during said one year period, shall not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone in any business activity or own, directly or indirectly, any interest in any business which competes with the business of the Company as conducted or as a shareholder (other than planned to be conducted by the Company during the Employee's employment at any place within the United States or the world where the Company then conducts business, whether for his own account or as a an employee, partner, officer or director of, or consultant or independent contractor to, or holder of less more than five percent (5%) of the common stock of any publicly traded corporation)equity interest in, partner, officer, director, employee or consultant of any other business organization that is engaged person, firm, partnership or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofcorporation. If at any time the foregoing provisions of this ss.9 shall be determined deemed to be invalid or unenforceableunenforceable or are prohibited by the laws of the state or place where they are to be enforced, by reason of being vague or unreasonable as to area, duration or scope place of activityperformance, this ss.9 section shall be considered divisible and shall become and be immediately amended to include only such area, duration time and scope of activity such area as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; this Agreement. The Company and the Employee agrees expressly agree that this ss.9 section, as so amended amended, shall be valid and binding as though any invalid valid or unenforceable provision had not been included herein.

Non-Competition. During the term of the Employee's ’s employment hereunder and until one year for the Designated Period (as defined below) after termination of the Employee's ’s employment hereunder, the Employee will not (a) anywhere within New Jerseyany country, New York state or Pennsylvania province in which any Company conducts business, provide or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or undertake (as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, an officer, director, employee employee, consultant, advisor or consultant otherwise) any services, roles, duties or responsibilities that are the same as, substantially similar to or analogous to any of the services, roles, duties or responsibilities provided or undertaken by the Employee for the Companies to or for any other business organization that is engaged or becomes engaged in a the business involving of providing the same or relating any substantially similar services or products offered or planned to be offered by any of the operation Companies during the term of retail drug stores the Employee’s employment or in any other business activity that the Employer is conducting at the time of the Employee's ’s termination or that any Company has notified the Employee at any time prior to the time of such termination that it proposes to conduct and for which any of the Employer hasCompanies have, prior to the time of such termination, expended substantial resources (the "“Designated Industry"”), or (b) divert to solicit any competitor employee of any of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer Companies to leave its employ for alternative employment employment, or hire or offer employment to, to any person to whom the Employer Employee actually knows any of the Companies has offered employment. For purposes hereof, the term “Designated Period” shall mean (i) if the Employee’s employment is terminated (A) by the Employer pursuant to §6(d), (B) in connection with the Employer’s election not to renew the Term or any Renewal Term pursuant to §3 above, or (C) by the Employee pursuant to §6(e), twelve (12) months and (ii) in all other cases, eighteen (18) months. The Employee acknowledges that the provisions of this §9 are essential to protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this ss.9 §9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofabove. If at any time the provisions of this ss.9 §9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this §9 in consideration for the compensation, severance and other benefits to be provided by the Employer to the Employee pursuant to the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Employee from practicing law with any law firm or law practice that has not been established by the Employee for the primary purpose of providing legal services to a single client in the Designated Industry and that has not retained or engaged the Employee for the primary purpose of providing legal services to a single client in the Designated Industry.

Non-Competition. During the term of the Employee's employment --------------- hereunder and until for a period of one (1) year thereafter or for a period of one year after any termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, member, director, employee employee, consultant or consultant otherwise of any other business or organization that is engaged or becomes engaged in a business involving or relating to the operation development and/or sale of retail drug stores or software and/or the provision of services which (in any other business activity that the specific markets penetrated by the Employer is conducting or as to which, at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such terminationexpiration of the initial or any extended term of this Agreement or at or prior to termination of the Employee's employment, expended substantial resources it has taken significant steps to penetrate) (i) directly compete with the "Designated Industry"), software sold by the Employer and/or with the services provided by the Employer or (bii) divert to compete with any competitor other business activity of the Employer (collectively referred to as "Competitive Business"); provided, however, that the Employee shall not be prevented from being employed by or consulting with any customer division, subsidiary or affiliate of any company engaged in a Competitive Business so long as the Employerdivision, subsidiary or affiliate of such company does not directly or indirectly engage in any Competitive Business or (cb) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment. If during the said one-year period the Employee is employed or retained by another company, he shall, at least twenty one (21) days prior to commencement of employment or hire or offer employment to, any person to whom other duties for such company notify the Employer has offered employmentas to the name, address and telephone number of such company and the name of his new supervisor. The Employer shall have the option to take reasonable steps to verify that such employment shall not violate the provisions of this Section 9. The Employee will continue to be bound by the provisions of this ss.9 until their expiration expiration, and shall not be entitled to any compensation from the Employer with respect thereto except as may be provided in ss.6(d) hereof; provided, however, that this ss.9 shall not apply if the Employer shall default in the payment of any amount due to the Employee pursuant to ss.6(d) hereof and shall have failed to cure such default within twenty (20) days after written notice from the Employee specifying such default. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the term of the Employee's employment hereunder and until one year after termination of during the Employee's employment hereunderDesignated Period (as defined herein), the Employee will not (ai) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's terminationNorth America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in a the business involving of providing publishing and printing services for catalogs, periodicals, journals and/or books or relating to the operation of retail drug stores or (B) is engaged in any other business activity that the Employer Sheridan (including for purposes of this §9, its subsidiaries) is conducting at the time of the Employee's termination or has notified any activity related thereto of which the Employee had knowledge that it Sheridan proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (bii) divert to any competitor of the Employer Sheridan any customer of the EmployerSheridan, or (ciii) solicit or encourage any officer, key employee or consultant of the Employer Sheridan to leave its employ for alternative employment by or hire or offer employment to, with any person to whom the Employer has offered employmentcompetitor of Sheridan. The term "Designated Period" shall mean a period following the termination of the Employee's employment hereunder ending on the latest of (a) the date twelve (12) months after the termination of the Employee's employment hereunder, (b) May 25, 2009 and (c) the last day of the Severance Period during which the Employee will continue is receiving payments pursuant to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof§6(e). If at any time the provisions of this ss.9 §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the term Effective as of the Employee's employment hereunder Closing and until one year after termination the earlier of (i) the full payment and satisfaction of the Employee's employment hereunder, Company Note or (ii) three years from the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles date of any store operated by the Employer at the time Dissolution of the Employee's terminationCompany if the Company Note has not been paid in full, engageneither Purchaser will, directly or indirectly, alone for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (A) engage, as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, an officer, director, employee shareholder, owner, partner, joint venturer, or consultant of any other business organization that is engaged or becomes engaged in a managerial or advisory capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business involving or relating competitive to the operation of retail drug stores or in any other demolition business activity that the Employer is conducting at the time of the Employee's termination Company ("COMPETITIVE BUSINESS") within 150 miles of where the Company conducts business or has notified conducted business within the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources past three years (the "Designated IndustryTERRITORY"); (B) call upon any person, (b) divert to any competitor of the Employer any customer of the Employerwho is, or (c) solicit or encourage any officerat that time, key an employee or consultant of the Employer to leave its Company, for the purpose or with the intent or effect of enticing such employee or consultant away from or out of the employ for alternative employment or hire contract with the Company; or offer employment to, (C) call upon any person or entity which is, at that time, or which has been, within one year prior to whom that time, a customer of the Employer has offered employment. The Employee will continue to be bound by Company, within the provisions Territory for the purpose of this ss.9 until their expiration and shall not be entitled to any compensation from soliciting or selling services or products in a Competitive Business within the Employer with respect thereto except as provided in ss.6(d) hereofTerritory. If at any time either of the provisions of this ss.9 Purchasers breaches the foregoing covenant, the Purchasers shall be determined jointly and severally liable to be invalid IHI for liquidated damages in an amount equal to the amount of any unpaid principal or unenforceable, by reason interest under the Company Note. Each Purchaser acknowledges that his agreements and the covenants set forth in this Section are material conditions to IHI's agreements to execute and deliver this Agreement and to consummate the transactions contemplated hereby and that IHI would not have entered into this Agreement without such covenants. All of being vague or unreasonable as to area, duration or scope of activity, the covenants in this ss.9 Section shall be considered divisible and shall become and be immediately amended to only such area, duration and scope construed as an agreement independent of activity as shall be determined to be reasonable and enforceable by the court or any other body having jurisdiction over the matter; and the Employee agrees that provision in this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinAgreement.

Non-Competition. During the term Employment Period and for the longer of (i) one year following the Employee's date of termination of employment hereunder and until one or (ii) the period in which the Employee receives severance under the provisions of Section 7(c) or Section 7(d) (collectively, the “Covered Period”), the Employee agrees not to engage in any Competitive Activity anywhere in the United States or any foreign territory where the Company is then conducting business on behalf of any party other than the Company. As used herein, the term “Competitive Activity” shall mean the following: (i) any primary line of business engaged in by the Company or any of its subsidiaries during the one-year after period prior to termination of the Employee's employment hereunder’s employment, the Employee will not including, without limitation, providing high-speed Internet access, voice and data services (aand related business consulting) anywhere within New Jerseyto businesses (a “Competitive Business”); (ii) serving as an officer, New York director, employee, consultant, advisor, agent or Pennsylvania or anywhere within 100 miles representative of any store operated by the Employer at the time of the Employee's terminationperson, engagecorporation, partnership, limited liability company, sole proprietorship, association or other business enterprise engaged in a Competitive Business (each a “Competitive Enterprise”); (iii) owning or acquiring, directly or indirectly, alone any interest in any Competitive Enterprise; (iv) soliciting any employee of the Company or any of the Company’s subsidiaries to leave the employ of the Company or such subsidiary or hiring any of the foregoing persons; provided, however, by way of clarification, the Employee shall not be deemed in breach of this clause (iv) in the event he or his new employer launches a general job search (through advertisement, job posting, or recruiter) that does not exclusively target the Company’s employees; or (v) soliciting or inducing, explicitly or implicitly, any Client (as defined below) to withdraw, curtail or cancel its business relationships with the Company or any subsidiary thereof, provided, however, the Employee shall not be deemed in breach of this clause (v) as a shareholder (result of mass advertising or mass marketing campaigns aimed at prospects on customer lists obtained by the Employee or his new employer from sources other than as a holder the Company, and not in violation of this Agreement, and which do not expressly target the Company’s Clients in particular. The Company acknowledges and agrees that nothing contained in this Section 8 shall be interpreted to prohibit or preclude the Employee, (x) in connection with the fulfillment of his duties and responsibilities hereunder, from terminating the services of any employee, agent or other representative of the Company (or any subsidiary thereof) at the Board of Directors’ request or in the ordinary course of business, or (y) from owning less than five percent (5%) of the common capital stock or other equity interests of any publicly publicly-traded corporationcompany listed on a major securities exchange or securities market (e.g., NASDAQ), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During For the term period beginning with the Effective Date and continuing thereafter until, (x) if before the first annual anniversary of the Effective Date the expiration of six (6) months after termination of Employee's employment hereunder and until one year with the Company, or (y) if after the first annual anniversary of the Effective Date the expiration of nine (9) months after termination of the Employee's employment hereunderwith the Company, the then Employee covenants, warrants and represents that he will not not: (ai) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, engage directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, partner, officer, director, employee or consultant of any other business organization organization, including as an agent or reseller of another company that is engaged or becomes engaged engages in a any business involving or relating activities that are directly competitive with the Company, including but not limited to the operation of retail drug stores web conferencing, eLearning or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources audio conferencing industries; (the "Designated Industry"), (bii) divert to any competitor of the Employer Company any customer of the EmployerCompany or induce a customer to cease doing business with the Company or, or (ciii) solicit or encourage any employee of the Company to leave their employment with the Company or seek employment by or with any competitor of the Company or hire directly or indirectly any employee of the Company. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities that are competitive with the Company or (ii) serving as an officer, key director, stockholder or employee or consultant of an entity whose business operations are not competitive with those of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employmentCompany. The Employee will continue to be bound by the provisions of this ss.9 Section 9 until their expiration and shall will not be entitled to any compensation from the Employer Company with respect thereto except as provided in ss.6(d) hereofthereto. If at any time the provisions of this ss.9 shall be Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall Section 9 will be considered divisible and shall will become and be immediately amended to only such area, duration and duration, scope of activity as shall will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 Section 9 as so amended shall will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the term In consideration of the Employee's employment hereunder Company’s promise to disclose, and until one year after termination of the Employee's employment disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the Employee will not receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that until the longer of (ai) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time last day of the Employee's terminationTerm and (ii) a period of 12 months beyond Executive’s date of termination of employment from the Company or any of its subsidiaries or affiliates for any reason, engageincluding the expiration of the Term (the “Restricted Period”), Executive shall not, directly or indirectly, alone engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in any jurisdiction of a kind being conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates and, for avoidance of doubt, such affiliates to exclude Expedia, Inc. or any of its subsidiaries), in any jurisdiction as a shareholder (other than as a holder of less than five percent (5%) of the common stock of Effective Date or at any publicly traded corporation)time thereafter; and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, partnerprincipal, employee, officer, director, employee independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or consultant of in any other business individual or representative capacity with any individual, partnership, corporation or other organization that is engaged or becomes in a Competitive Activity. Notwithstanding the foregoing, (i) Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the outstanding capital stock of any publicly-traded corporation engaged in a business involving Competitive Activity if stock of such corporation is either listed on a national stock exchange or relating on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or partner (or otherwise hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity, provided that such ownership interest does not constitute greater than 20% of such investment firm’s total assets under management and Executive is not directly involved with the provision of direction or management of such entity; and (iii) Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a consultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities, provided that Executive is not directly involved in the operation of retail drug stores or in any other business activity that the Employer is conducting at the time provision of the Employee's termination or has notified the Employee that it proposes advisory services to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinentities.

Non-Competition. During In return for the term consideration stated in this Agreement, including the promise of COMSYS to provide Employee with confidential information, Employee agrees that, during Employee’s employment and for two (2) years after the termination of employment, Employee shall not directly or indirectly possess an ownership interest in, manage, control, participate in, consult with, or render services for any other person, firm, association or corporation, engaged in the business of the Employee's employment hereunder and until one year after termination Company without the prior written consent of the Employee's employment hereunderCompany, in the United States or any other geographic area where the Company is conducting business, because such activity would unavoidably and unfairly compromise the Company’s legitimate protectible business interests in their confidential information, clients, employees, suppliers, and business relationships. Employee will not (a) anywhere within New Jerseyagrees that Employee shall not, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, either directly or indirectly, alone or during Employee’s employment and for two (2) years after termination of employment, in any capacity whatsoever (either as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partneran employee, officer, director, employee stockholder, proprietor, partner joint venturer, consultant or consultant otherwise) (a) solicit, contact, call upon, communicate with, or attempt to communicate with any of the Company’s clients or potential clients for the purpose of providing services to such client, or (b) sell any services to any client or potential client of the Company. Employee agrees that Employee shall not directly or indirectly during Employee’s employment and for two (2) years after termination of employment, through any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores entity, either alone or in conjunction with any other business activity that person or entity employ, solicit, induce, or recruit, any person employed by the Employer is conducting Company at any time within the time one (1) year period immediately preceding such employment, solicitation, inducement or recruitment. For the purposes of the Employee's termination this Agreement, “potential client” shall be defined as any entity or has notified the Employee that it proposes to conduct and third party for which the Employer has, Company has prepared a sales proposal and such proposal or quotation is pending within sixty (60) days prior to the time termination of such terminationEmployee’s employment with the Company, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to and “client” shall be defined as those entities with whom the Employer Company has offered employmentconducted any business during the twelve month period preceding termination of Employee’s employment with the Company. The Employee will continue to be bound For the purposes of this Agreement, “services” shall mean activities performed by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If Company at any time within the provisions one (1) year period preceding termination of Employee’s employment with the Company. Employee agrees that it is his intention that any restriction contained in this ss.9 shall be section that is determined to be invalid or unenforceable, unenforceable be modified by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined any court having jurisdiction to be reasonable and enforceable by enforceable, and, as modified, to be fully enforced. Nothing in this section 7 shall in any way limit the court or other body having jurisdiction over restrictions and obligations contained in the matter; and the Employee agrees that remainder of this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinAgreement.

Non-Competition. During the term of the Employee's employment hereunder hereunder, or during any period (and for a period of three (3) years thereafter) that the Employer is compensating the Employee in accordance with SECTION 6(d) hereof as a result of terminating the Employee's employment without Cause, and until one year three (3) years after any other termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, member, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving the manufacture, production, distribution or relating to sale of products or the operation provision of retail drug stores services which compete with the products manufactured, produced, distributed or sold by the Employer or with the services provided by the Employer or compete in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer or to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 SECTION 9 until their expiration expiration, and shall not be entitled to any compensation from the Employer with respect thereto except as may be provided in ss.6(dSECTION 6(d) hereof. If at any time the provisions of this ss.9 SECTION 9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 SECTION 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the term of the Employee's ’s employment hereunder and until one year for the Designated Period (as defined below) after termination of the Employee's ’s employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's terminationcounty in which any Company conducts business, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five one percent (51%) of the common stock of any publicly traded corporation), partner, officer, director, employee employee, consultant or consultant of advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in a any business involving that provides the same or relating any substantially similar services or products offered or planned to be offered by any of the operation Companies during the term of retail drug stores the Employee’s employment or in any other business activity that the Employer is conducting at the time of the Employee's ’s termination or that any Company has notified the Employee at any time prior to the time of such termination that it proposes to conduct and for which any of the Employer hasCompanies have, prior to the time of such termination, expended substantial resources (the "“Designated Industry"”), or (b) divert to solicit any competitor employee of any of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer Companies to leave its employ for alternative employment employment, or hire or offer employment to, to any person to whom the Employer Employee actually knows any of the Companies has offered employment. For purposes hereof, the term “Designated Period” shall mean eighteen (18) months. The Employee acknowledges that the provisions of this §9 are essential to protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this ss.9 §9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofabove. If at any time the provisions of this ss.9 §9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this §9 in consideration for the compensation, severance and other benefits to be provided by the Employer to the Employee pursuant to the terms of this Agreement.

Non-Competition. During The Employee and the term Company agree that the Company's business depends, to a considerable extent, on the individual skills, efforts and judgment of the Employee. The Employee and the Company further agree that the Employee's position enables him to maintain and develop specialized knowledge and information of value to the Company. Accordingly, and in consideration of the mutual promises contained herein, and with the exception of the specific duties related to the operation of Cycle Craft, the Employee agrees that he shall not engage, or cause another to engage, within a geographic area and for a duration as set forth in this Section 3.1(a), either directly or indirectly, as principal, including, without limitation owner, shareholder, partner or member; agent; employer; employee; or consultant; in the Business (as hereinafter defined); provided, however, that the foregoing restriction shall not prevent the Employee from engaging in retail operations which are related to the Business such as the operation of a retail bicycle store. The duration of the covenant shall commence on the Effective Date and extend for a period of one (1) year following the termination of the Term; provided, however, that the covenant not to compete shall terminate immediately if Company materially breaches this Agreement, terminates Employee’s employment hereunder without cause or does not renew this Agreement in accordance with Section 2.1 for any Renewal Term. This covenant shall be applied within a two hundred (200) mile radius of any office or facility operated or owned by the Company and until one year after shall be applied to any Client (as hereinafter defined) of the Company serviced by the Company during the six (6) month period prior to the termination of the Employee's ’s employment hereunder, with the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employmentCompany. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees Company agree that the geographic scope and the duration of time pursuant to this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereincovenant are reasonable.

Non-Competition. During (i) the term of the EmployeeExecutive's employment hereunder with the Company and until one (ii) the two-year after period immediately following the termination of the EmployeeExecutive's employment hereunderemployment, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageXxxxxx Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources Competitive Business; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee employee, independent contractor, vendor or consultant of any of the Employer Xxxxxx Entities to leave its the employ for alternative employment of, or hire or offer employment tootherwise cease his relationship with, any person of the Xxxxxx Entities; and (C) shall not solicit, divert or take away, or attempt to whom divert or to take away, the Employer has offered employmentbusiness or patronage of any of the customers or accounts, or prospective customers or accounts, of any Xxxxxx Entity, which were contacted, solicited or served by any Xxxxxx Entity during the time the Executive was employed by any Xxxxxx Entity. The Employee will continue to be bound by If the Executive violates any of the provisions of this ss.9 until their expiration and Section 6(d), following his termination of employment, the computation of the time period provided herein shall not be entitled to any compensation tolled from the Employer with respect thereto except as provided first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in ss.6(dwriting that it will seek no judicial relief for said violation, or (iii) hereofthe Executive provides satisfactory evidence to the Company that such breach has been remedied. If If, at any time time, the provisions of this ss.9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, and/or (iii) any business that any of the Xxxxxx Entities is engaged in as of the date of this Agreement and/or is engaged in (or is in the process of implementing the engagement in) at the time of the termination of Executive's employment.

Non-Competition. During For the term period beginning with the Effective Date and continuing thereafter until, (x) if before the first annual anniversary of the Effective Date the expiration of six (6) months after termination of Employee's employment hereunder and until one year with the Company, or (y) if after the first annual anniversary of the Effective Date the expiration of nine (9) months after termination of the Employee's employment hereunderwith the Company, the then Employee covenants, warrants and represents that he will not not: (ai) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, engage directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or engages in any other business activity activities that are directly competitive with the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources Company; (the "Designated Industry"), (bii) divert to any competitor of the Employer Company any customer of the EmployerCompany or induce a customer to cease doing business with the Company or, or (ciii) solicit or encourage any employee of the Company to leave their employment with the Company or seek employment by or with any competitor of the Company. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities that are competitive with the Company or (ii) serving as an officer, key director, stockholder or employee or consultant of an entity whose business operations are not competitive with those of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employmentCompany. The Employee will continue to be bound by the provisions of this ss.9 Section 9 until their expiration and shall will not be entitled to any compensation from the Employer Company with respect thereto except as provided in ss.6(d) hereofthereto. If at any time the provisions of this ss.9 shall be Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall Section 9 will be considered divisible and shall will become and be immediately amended to only such area, duration and duration, scope of activity as shall will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 Section 9 as so amended shall will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the term of the Employee's employment hereunder and until one year after termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated IndustryDESIGNATED INDUSTRY"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 Section 9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(dSection 6(d) hereof. If at any time the provisions of this ss.9 Section 9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the term of the EmployeeExecutive's employment hereunder with the Company and until one (ii) the three-year after period immediately following the termination of the EmployeeExecutive's employment hereunderemployment, the Employee will Executive (A) shall not (a) engage, anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of the geographical areas in which any store operated by the Employer at the time of the Employee's termination, engageAcquisition Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or organization, in any other "Competitive Business' which competes with any business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of then being conducted by such termination, expended substantial resources Acquisition Entity; (the "Designated Industry"), (bB) divert to any competitor of the Employer any customer of the Employer, or (c) shall not solicit or encourage any officer, key employee employee, independent contractor, vendor or consultant of any of the Employer Acquisition Entities to leave its the employ for alternative employment of, or hire or offer employment tootherwise cease his relationship with, any person of the Acquisition Entities; and (C) shall not solicit, divert or take away, or attempt to whom divert or to take away, the Employer has offered employmentbusiness or patronage of any of the customers or accounts, or prospective customers or accounts, of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the time the Executive was employed by any Acquisition Entity (including any employment of. The Employee will continue the Executive prior to be bound by the date hereof). If the Executive violates any of the provisions of this ss.9 until their expiration and Section 6(d), following his termination of employment, the computation of the time period provided herein shall not be entitled to any compensation tolled from the Employer with respect thereto except as provided first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in ss.6(dwriting that it will seek no judicial relief for said violation or (iii) hereofthe Executive provides satisfactory evidence to the Company that such breach has-been remedied. If If, at any time time, the provisions of "this ss.9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this ss.9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that only businesses engaged in the pay telephone business, the inmate telephone business, and/or all businesses engaged in any business that AmeriTel is engaged in as of the date of this Agreement, shall be in a "Competitive Business."

Non-Competition. During the term of the Employee's employment hereunder and until one year for the Designated Period (as defined below) after termination of the Employee's employment hereunder, the Employee will not (a) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by in the Employer at the time of the Employee's terminationworld, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five two percent (52%) of the common stock of any publicly traded corporation), partner, officer, director, employee employee, consultant or consultant of advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in a any business involving that is the same or relating to substantially identical business of any of the operation of retail drug stores Companies, or in is directly competitive with, any other business activity that any of the Employer Companies is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which any of the Employer hasCompanies have, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of any of the Employer Companies any customer of any of the EmployerCompanies, or (c) solicit or encourage any officer, key employee or consultant of any of the Employer Companies to leave its employ for alternative employment employment, or hire or offer employment to, to any person to whom the Employer Employee actually knows any of the Companies has offered employment. For purposes hereof, the term "Designated Period" shall mean two (2) years. The Employee acknowledges that the provisions of this Section 9 are essential to protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this ss.9 Section 9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereofabove. If at any time the provisions of this ss.9 Section 9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this Section 9 in consideration for the compensation, severance and other benefits to be provided by the Employer to the Employee pursuant to the terms of this Agreement.

Non-Competition. During In consideration of the Employer’s obligations hereunder, during the term of the Employee's ’s employment hereunder and until one year after termination of during the Employee's employment hereunderDesignated Period (as defined herein) thereafter, the Employee will not (ai) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's terminationNorth America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in a the business involving of providing publishing and printing services for periodicals, magazines and journals or relating to the operation of retail drug stores or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee's ’s termination or any activity related thereto that the Employer has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "“Designated Industry"”), (bii) divert to any competitor of the Employer any customer of the Employer, or (ciii) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment by or hire with any competitor of the Employer. The term “Designated Period” shall mean a period equal to the longer of (x) twelve (12) months or offer employment to, any person to whom (y) the period during which the Employer has offered employment. The is paying to the Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided severance payments described in ss.6(d) hereof§6(e). If at any time the provisions of this ss.9 §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During Employee covenants and agrees that during the term Term and for a period of one (1) year following the termination of Employee's employment hereunder for any reason or expiration of this Agreement (or two (2) years following (i) a non-renewal of the Agreement by the Company, and until payment made to Employee, as required in Section 5(g), above, or (ii) any termination, if the Company elects to pay to Employee, in addition to all other amounts payable under this Agreement, an amount equal to the sum of (A) one year after additional Year's Base Salary at the rate then in effect and (B) the Target Bonus (calculated with reference to the date of termination of the Employee's employment hereunder), the such sum to be payable in bi-monthly installments during such second year), Employee will not shall not, on any vessel or within one hundred (a100) anywhere within New Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by non-vessel venue where, or from which, the Employer at Company is then conducting, or had in the time then preceding two (2) years conducted, any part of the Employee's terminationits business, engage, directly or indirectly, alone whether as an individual, sole proprietor, or as a principal, agent, officer, director, employer, employee, consultant, independent contractor, partner or shareholder of any firm, corporation or other entity or group or otherwise, in any Competing Business; provided, however, that if the Company chooses not to renew this Agreement and does not pay Employee pursuant to Section 5(g) above, then Employee will not be bound by any non-compete agreement as provided in this Section 6(b). For purposes of this Agreement, the term "Competing Business" shall mean any individual, sole proprietorship, partnership, firm, corporation or other entity or group which offers or sells or attempts to offer or sell (i) spa services, skin or hair care products or degree or non-degree educational programs in massage therapy, skin care or related courses or (ii) any other services then offered or sold by the Company. Notwithstanding the foregoing, Employee is not precluded from (i) maintaining a passive investment in publicly held entities provided that Employee does not have more than as a holder of less than five percent (5%) beneficial ownership in any such entity; or (ii) serving as an officer or director of any entity, the majority of the common stock voting securities of any publicly traded corporation)which is owned, partnerdirectly or indirectly, officerby the Company (collectively, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business involving or relating to the operation of retail drug stores or in any other business activity that the Employer is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the "Designated IndustryPermitted Activity"), (b) divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided in ss.6(d) hereof. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.