Common use of Non-Competition; Non-Solicitation Clause in Contracts

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after the Closing Date through December 31, 2002 neither of them shall (a) serve, directly or indirectly, as an operator, owner, partner, consultant, officer, director, or employee of any firm, entity or business or corporation engaged in the business presently being conducted by Seller (or any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this Section.

Non-Competition; Non-Solicitation. Transcend (a) Each of Parent and Seller hereby acknowledge that it is familiar with the Confidential Information. Each of Parent and Seller acknowledge and agree that Buyer would be irreparably damaged if it were to sell products to or otherwise participate in the business of any Person competing with the Business, and that any such competition by Parent or Seller would result in a significant loss of goodwill by Buyer. Each of Parent and Seller further acknowledge and agree that the covenants and agreements set forth in this Section 9.2 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer and its Affiliates would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Parent or Seller breached the provisions of this Section 9.2. Therefore, in further consideration of the amounts to be paid hereunder for the assets and the goodwill of Seller sold by Seller, each hereby agrees that, from of Parent and after Seller agree that until the second (2nd) anniversary of the Closing Date through December 31(or, 2002 neither if earlier, the date of them an acquisition of all or a majority of the stock or assets (including by way of merger or otherwise) of Parent by a Person that is not an Affiliate of Parent prior to such transaction), each of Parent and Seller shall not (aand shall cause their present or future Subsidiaries to not) serveown any interest in, directly or indirectlymanage, control, participate in (whether as an operator, owner, partner, consultant, officer, director, employee, partner, agent, representative, consultant or employee of otherwise), consult with, render services for or in any firm, entity or business or corporation engaged in the business presently being conducted by Seller (or any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose of doing business with such client or customer other manner engage in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within anywhere in the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed world; provided that the remedy at law for any breach of the foregoing nothing herein shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend prohibit Parent or Seller from holding or making an investment in securities listed on being a national securities exchange or sold in the over-the-counter market, provided such investments do passive owner of not exceed in the aggregate more than five percent (5%) of the issued and outstanding capital stock securities of any class of a corporation which is a competitor within publicly traded so long as none of such Persons has any active participation in the meaning business of this Sectionsuch corporation.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after the Closing Date through December 31, 2002 neither of them shall (a) serveFor a period of [***] following the Closing Date, the Seller shall, and the Seller shall cause its Subsidiaries (together with the Seller, the “Seller Restricted Parties”) not to, anywhere that any Seller Entity conducts, or is actively planning to conduct, all or any portion of the Business or where any customers or employees of the Business are located (which, for the avoidance of doubt, is anywhere in the world since the Seller’s business is global), directly or indirectly, as an operatorwhether or not alone or in association or in connection with or on behalf of any Person now existing or hereafter created (other than the Buyer and its Affiliates), owner, partner, consultant, officer, directorwhether or not for its own account or for the benefit of others (other than the Buyer and its controlled Affiliates) engage in, or employee undertake any material steps in planning to engage in, the Business or invest in, consult for, own, manage, operate, control or participate in the ownership, management, operation or control of any firm, entity or business or corporation Person engaged in the business presently being conducted by Business; provided, however, that (i) nothing in Section 6.1 shall limit any Seller (or any business related thereto) within the United States; (b) solicit or attempt to solicitRestricted Party from engaging in, or accept business fromundertaking any material steps in planning to engage in, any entity which is a client Retained Business or customer of COREinvesting in, Purchaserconsulting for, Seller (including CORE's subsidiaries) owning, managing, operating, controlling or which at any time during participating in the twelve month period prior to the Closing Dateownership, was a client management, operation or customer control of any of the Business, for the purpose of doing business with such client or customer Person engaged in competition with Purchaser or CORE any Retained Business and (including CORE's subsidiariesii) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which a Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it Restricted Party may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold passively invest in the over-the-counter market, provided securities of any such investments do not exceed Person (but without otherwise participating in the aggregate activities of such Person) if the Seller Restricted Party does not beneficially own (as defined Rule 13d-3 promulgated under the Exchange Act) in excess of five percent (5%) of the outstanding equity of such Person. The foregoing shall not prevent any of the following: (A) (x) a Seller Restricted Party from being acquired pursuant to a merger, consolidation, share exchange, business combination or other similar transaction, (y) the acquisition by any Person of some, a majority or all of a Seller Restricted Party’s issued and outstanding capital stock voting equity interests, or (z) the sale, lease, transfer or other disposition of some, all or substantially all of the Seller’s direct or indirect assets; and, for the avoidance of doubt, in each case ((x), (y) and (z)), this provision shall not restrict such acquiring Person or its Affiliates from engaging in the Business; (B) the acquisition by a Seller Entity, pursuant to a merger, consolidation, share exchange, business combination or other similar transaction, of (i) some, a majority or all of a corporation which Person’s issued and outstanding voting equity interests or (ii) all or substantially all of a Person’s assets, if such Person engages in the Business, so long as (w) the principal purpose of such acquisition is not to engage in the Business or otherwise contravene the prohibitions set forth in this Section 6.1, (x) the acquired Person is not primarily engaged in the Business, and (y) (1) the revenues of such Person (or, in the event of multiple acquisitions by Seller Entities, all the revenues of such Persons in the aggregate) for the twelve (12) month period immediately preceding the date of such acquisition derived from the Business was less than $[***] or (2) the Seller or its relevant Affiliate either ceases conducting such Business within [***] after the acquisition thereof or enters into a competitor definitive agreement to divest such Business within [***] after the meaning acquisition thereof (for clarity, such time periods shall be measured beginning from the completion of the acquisition that causes the revenue threshold to be exceeded during the relevant twelve (12) month period), with such divestiture closing within a commercially reasonable time period thereafter; or (C) the performance under any Transaction Document by any applicable Seller Restricted Party. Without limiting the remedies available to the Buyer, the Seller agrees that damages at Law would be an insufficient remedy in the event of breach of this SectionSection 6.1(a) by any Seller Restricted Party and that the Buyer shall be entitled to injunctive relief or other equitable remedies in the event of any such breach without the necessity of posting a bond or other form of financial assurance.

Non-Competition; Non-Solicitation. Transcend Each Individual Shareholder acknowledges that the covenants and Seller each hereby agrees thatagreements of such Individual Shareholder in this Section 13 are a condition precedent to PHI's obligations to acquire the Company Stock from the Shareholders and to such Shareholder's right to receive the payment therefor, from and after that PHI would not purchase the Closing Company Stock and the payment therefor would not be made but for such Shareholder's and PHI's agreements herein. Each Individual Shareholder, the Company and PHI acknowledge that the Company will sell analytical services to customers located in markets in any territory, domain or sector in which the Company conducts its business at the Termination Date through December 31referred to below (the "COVERED TERRITORY") and that engagement by such Individual Shareholder in any part of the Designated Industry (as hereinafter defined) in the Covered Territory could cause the Company or its affiliates irreparable damage. For a period (the "RESTRICTED PERIOD") beginning on the date hereof and ending on the eighteen-month anniversary of the termination of such Shareholder's employment with the Company or its affiliates, 2002 neither of them shall such Shareholder will not (a) serve, engage directly or indirectlyindirectly in competition with the Company in any part of the Designated Industry anywhere in the world, alone or as an operatora shareholder, equity owner, partner, consultant, officer, director, employee or employee consultant of any firmother business organization, entity or business or corporation engaged in the business presently being conducted by Seller (or any business related thereto) within the United States; (b) solicit or attempt divert to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any competitor of the Business, for Company any customer or supplier of the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or Company nor (c) solicit, attempt or arrange to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by have any other person or entityentity solicit, any person or entity engaged by the Company as an employee, any customer, any supplier, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) advisor to the Company to terminate his or her such party's relationship with Purchaser or COREthe Company. It is agreed that the remedy at law for any breach of the The foregoing restriction shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall not prevent Transcend or Seller each individual Shareholder from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate owning five percent (5%) or less of the issued and outstanding capital stock equity securities of a corporation which is a competitor within the meaning any publicly traded company. For purposes of this SectionSection 13, the term "DESIGNATED INDUSTRY" shall mean the business of providing commercial analytical services for outside customers in competition with the Company or the Xxxxx Affiliates on the Closing date or at the time of termination of employment. The parties agree that the foregoing shall in no event be interpreted so as to prevent an Individual Shareholder from being employed or otherwise engaged by a company which operates an analytical laboratory so long as such company's analytic services are rendered for its own use and not provided for commercial sale. If at any time the provisions of this Xxxxxxx 00 xxxxx xx determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 13 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 each Shareholder agrees that this Section 13 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition; Non-Solicitation. Transcend Employee hereby covenants and Seller each hereby agrees thatthat during the Term of this Agreement and for a period of one (1) year thereafter, from and after the Closing Date through December 31, 2002 neither of them Employee shall (a) servenot, directly or indirectly: (i) own any interest in, operate, join, control or participate as an operator, owner, a partner, consultant, officer, director, principal, officer or employee of agent of, enter into the employment of, act as a consultant to, or perform any firm, services for any entity or (each a “Competing Entity”) which has material operations which compete with any business or corporation engaged in which the business presently being conducted by Seller (Company or any business related thereto) within of its subsidiaries is then engaged or, to the United Statesthen existing knowledge of Employee, proposes to engage; (bii) solicit any customer or attempt client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to solicitany business in which the Company or any of its subsidiaries is then engaged or, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Datethen existing knowledge of Employee, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior proposes to the Closing Date), engage; or (ciii) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, induce or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to Company or any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period subsidiaries to leave the employ of time the Company or over too large a geographic area or over too great a range any of activitiesits subsidiaries; provided, it shall be interpreted to extend only over the maximum period of timethat Employee may, geographic area or range of activities solely as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter marketinvestment, provided such investments do hold not exceed in the aggregate more than five percent (5%) of the issued combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and outstanding capital stock agreements of a corporation which is a competitor within Employee are referred to herein as the meaning “Restrictive Covenant.” Employee acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 5.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. Employee further acknowledges that the Company would not have entered into this Agreement absent Employee’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this SectionSection 5.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 5.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition; Non-Solicitation. Transcend Executive hereby covenants and Seller each hereby agrees thatthat during term of the Executive’s employment hereunder and for a period of one (1) year thereafter, from and after the Closing Date through December 31, 2002 neither of them Executive shall (a) servenot, directly or indirectly: (i) own any interest in, operate, join, control or participate as an operator, owner, a partner, consultant, officer, director, principal, officer or employee agent of, enter into the employment of act as a consultant to, or perform any firm, services for any entity or business or corporation engaged in the business presently being conducted by Seller (or each a “Competing Entity”) which has material operations which compete with any business related thereto) within in which the United StatesCompany is then engaged; (bii) solicit any customer or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for Company with respect to any business in which the purpose Company is then engaged (other than on behalf of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing DateCompany), ; or (ciii) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, induce or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and Company to leave the employ of the Company; provided, that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activitiesExecutive may, it shall be interpreted to extend only over the maximum period of timesolely as an investment, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do hold not exceed in the aggregate more than five percent (5%) of the issued combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and outstanding capital agreements of Executive are referred to herein as the “Restrictive Covenant.” Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1., including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. Executive further acknowledges that the Company would not have entered into this Agreement or agreed to grant Executive the options to purchase shares of the Company stock under Section 4.6. herein absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of a corporation which is a competitor within the meaning provisions of this SectionSection 6.1. or any parts hereof shall beheld to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1. relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition; Non-Solicitation. Transcend (a) Each of the Indemnifying Sellers acknowledges (i) the competitive nature of the Company's business, (ii) that, in the course of such Indemnifying Seller's service as a director, officer and employee of the Company, such Indemnifying Seller has become familiar with the Company's trade secrets and other confidential information of the Company and/or its business and (iii) that such Indemnifying Seller's services to the Company have been of a special, unique and extraordinary value to the Company. Accordingly, in consideration of the promises contained herein and the consideration received by the Indemnifying Sellers in connection with the consummation of the transactions contemplated hereby, and in order to induce Parent and Acquisition Sub to enter into this Agreement, each Indemnifying Seller hereby agrees that, from and after that during the period beginning on the Closing Date through December 31and ending on the third anniversary thereof (the "Non-Compete Period"), 2002 neither of them such Indemnifying Seller shall (a) servenot in any manner, directly or indirectly, as an operatoremployee, owneremployer, consultant, agent, principal, partner, consultantmanager, stockholder, officer, director, or employee in any other individual or representative capacity, engage in, promote or become financially interested in any business that develops software products or operates an internet site that (i) assists third-party companies with procurement and management of human resources within such companies' organizations, (ii) creates a person-to-person or business-to-business marketplace for procurement of human resources, or (iii) provides content, back-end services and job-bidding functionality targeted for use by and among independent professionals, including consultants and expert advisors (i.e. a bidding system, reputation system and directory or buyer/seller matching system), in those places where the Company, Parent or any firmof its subsidiaries are doing business as of the Closing Date or Parent, entity the Company and/or any of such subsidiaries has invested substantial expense in anticipation of conducting (or commencing to conduct) any portion of its business or corporation engaged in such area. Notwithstanding the foregoing, in the business presently being conducted by Seller (event that Xxxxxxx Xxxxxx'x employment with Parent or any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which subsidiary of Parent is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period terminated prior to the second anniversary of the Closing Date, was a client or customer then the Non-Compete Period with respect to Xxxxxxx Xxxxxx shall terminate on the first anniversary of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior termination. Anything to the Closing Date)contrary contained herein notwithstanding, or (c) solicitany Indemnifying Seller may own, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter marketaggregate, provided such investments do not exceed in the aggregate five percent (5%) less than 1% of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this Sectionany publicly traded company.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after (a) For a period beginning on the Closing Date through December 31(the “Commencement Date”) until the date that is twenty-four (24) months after the Commencement Date, 2002 neither each of them shall (a) servePurchaser and Egide will not, and will cause their respective stockholders and Affiliates not to, directly or indirectly, as an operatorown, owneracquire, partnermanage, consultantoperate, officercontrol or participate in the ownership, directormanagement, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged in, or employee otherwise competes with, the remaining businesses of any firmSeller, entity as presently conducted or presently proposed to be conducted during such twenty-four (24) month term, anywhere where Seller’s remaining business is presently conducted, presently proposed to be conducted or corporation engaged conducted during such twenty-four (24) month term; provided, however, that in no event shall this limitation apply to the business presently being conducted by Seller (of online pari-mutuel wagering on thoroughbred, harness or any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients greyhound racing. The Parties hereto specifically acknowledge and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed agree that the remedy at law for any breach of the foregoing shall may be inadequate and that CORE and Purchaser shall Seller, in addition to any other relief available to it, will be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damage or posting any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceablebond whatsoever. Nothing herein contained shall prevent Transcend be deemed to prohibit Purchaser, Egide or Seller any of its respective stockholders and Affiliates from holding or making an investment investing funds, solely on a passive basis, in securities of a corporation or partnership, regardless of its business, if the securities of such corporation or partnership are listed for trading on a national securities stock exchange or sold are traded in the over-the-counter marketmarket and the holdings of Purchaser, provided such investments do not exceed in the aggregate five percent (Egide or any of its respective stockholders and Affiliates therein represent less than 5%) % of the issued and outstanding capital stock total number of a shares or principal amount of other securities of such corporation which is a competitor within the meaning of this Sectionor partnership outstanding.

Non-Competition; Non-Solicitation. Transcend and Seller each Shareholder hereby agrees that, from and after the Closing Date through December 31date of this Agreement, 2002 neither Shareholder shall not for a period of them shall two (2) years following the date of this Agreement (a) serve, directly or indirectly, as an operator, owner, partner, consultant, officer, director, or employee of any firm, entity or business firm or corporation engaged in directly or indirectly competitive with the business presently being conducted by Seller (or any business related thereto) within the United StatesBusiness on a world-wide basis; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) the Business or which at any time during the twelve (12) month period prior to the Closing Datedate of this Agreement, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), Business; or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser Buyer (including Continuing Employees) or CORE (including CORE's subsidiariesemployees of Seller hired by Buyer), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser Buyer or COREthe Business. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser Buyer shall be entitled to any other remedy permitted by lawlaw or equity. In All parties hereto hereby acknowledge the event necessity of protection against the competition of Shareholder and that the nature and scope of such protection has been carefully considered by the parties. Shareholder further acknowledges and agrees that the covenants and provisions of this Section 1 form part of the consideration under the Purchase Agreement and are among the inducements for Buyer entering into and consummating the transactions contemplated therein. The period provided and the area covered are expressly represented and agreed to be fair, reasonable and necessary. The consideration provided for in the Purchase Agreement is deemed to be sufficient and adequate to compensate for agreeing to the restrictions contained in this Section 1. If, however, this Section 1 shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its it extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller Shareholder (i) from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within of the meaning Business or (ii) from being employed as an employee of this Sectionor consultant to a competitor of the Business if Shareholder is employed by a division or subsidiary which is not in competition with the Business.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby The Executive agrees that, during the period from and after the Closing Retirement Date through December 31and including June 30, 2002 neither of them shall 2006 (a) servethe "Period"), the Executive will not, directly or indirectly, anywhere in the world, whether as an operator, owner, partner, investor, consultant, officer, director, employee or employee otherwise, (a) accept employment with, work for or otherwise provide services to, whether with or without compensation, any entity that is a financial services organization a material part of any firm, entity or whose business or corporation engaged in is the business presently being conducted by Seller (or any business related thereto) within the United Statesprovision of securities custody and record keeping services; (b) solicit or attempt encourage any customer of State Street on the Retirement Date to solicitconduct with anyone else any business or activity which such customer conducts with State Street as of the Retirement Date; (c) solicit any employee of State Street to discontinue his/her employment with the Company (other than through general solicitations or advertising); and/or (d) solicit any independent contractor providing services to State Street to terminate his/her/its relationship with the Company. The Executive also agrees that he will not personally during the Period, directly or accept business fromindirectly, provide advice as to securities custody and record keeping services to any entity which is a client that competes with State Street in securities custody and record keeping services or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at provide such advice to any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, other entity for the purpose of doing business with enabling such client or customer entity to compete in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose area of the securities custody and record keeping services industry in which State Street is engaged. For purposes of this covenantAgreement, the clients and customers an "employee" or "independent contractor" of Purchaser shall include those entities with which Seller had held discussions State Street is any person who occupied such status on or negotiations concerning the Business within the twelve month period (12) months prior to the Closing Retirement Date), or (c) solicit, attempt to hire, or hire any employee or consultant . For purposes of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section 4, the term "a material part of whose business" shall be determined by arbitrators or by any court mean at least fifteen percent (15%) of competent jurisdiction to be unenforceable by reason such entity's reported net income for the most recently completed full fiscal year of its extending for too great a period of time or over too large a geographic area or over too great a range of activitiessuch entity. Notwithstanding the foregoing, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing nothing herein contained shall prevent Transcend or Seller the Executive from holding or making owning not in excess of 1% of any security issued and outstanding of an investment in securities entity listed on a national securities exchange or sold in traded on the over-the-counter market, provided such investments do not exceed in NASDAQ National Market. The parties understand that the aggregate five percent (5%) obligations of the issued Executive pursuant to this Section 4 shall be deemed for all purposes as controlling, in lieu of any different undertakings of the Executive on the same subject contained in any agreement previously entered into or binding between the Executive and outstanding capital stock of a corporation which is a competitor within the meaning of this SectionCompany.

Non-Competition; Non-Solicitation. Transcend (a) In view of the transactions contemplated by the terms of this Agreement and Seller each hereby agrees thatthe acquisition by Purchaser of the goodwill, from and after during the period commencing on the Closing Date through December 31and ending on the eighth (8th) anniversary of the Closing Date (or, 2002 if not enforceable for such period in any country under the Competition/Investment Laws of such country, for such shorter period as shall be enforceable in such country under the Competition/Investment Laws of such country) (the “Restricted Period”), neither Promoter Group nor Seller shall, and Promoter Group and Seller shall cause their respective Affiliates (and their respective successors and assigns (whether by operation of them shall (a) servelaw or otherwise)), other than, except as otherwise expressly provided below in Section 10.6(b), a Competing Acquiring Person, not to, directly or indirectly: (i) engage in any business that conducts any Purchaser Competing Activities in India and/or any Emerging Market; or (ii) own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in, as an operator, owner, a partner, consultantstockholder, officerco-venturer, directorconsultant or otherwise, or employee of any firm, entity or business or corporation Person that is engaged in the business presently being conducted by Seller (or of conducting any business related thereto) within the United StatesPurchaser Competing Activities in India and/or any Emerging Market; (b) solicit or attempt to solicitprovided, or accept business fromhowever, any entity which is a client or customer ownership of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate having no more than five percent (5%) of the issued and outstanding capital stock voting power of a corporation any Person which is a competitor within the meaning listed on any public securities exchange shall not be deemed to be in violation of this SectionSection 10.6(a) as long as the Person owning such securities has no other control or relevant influence in respect of such Person. If requested by Purchaser at any time during the Restricted Period, Seller shall promptly (and no later than ten (10) Business Days following receipt of such request from Purchaser) deliver to Purchaser a certificate executed by an authorized representative of Seller in form and substance reasonably satisfactory to Purchaser certifying the compliance by Promoter Group, Seller and their respective Affiliates with the terms of this Section 10.6(a).

Non-Competition; Non-Solicitation. Transcend As a condition of receiving the Equity Awards and Seller each hereby agrees thataccepting benefits thereunder, from and Executive agreed in the award agreements governing the Equity Awards (the “Equity Agreements”) that during his employment with the Company and, to the extent permitted by applicable law, for a period of 12 months after the Closing Effective Date through December 31(or if applicable law mandates a maximum time that is shorter than twelve months, 2002 neither then for a period of them shall time equal to that shorter maximum period), regardless of the reason for termination, Executive will not, without the prior written consent of the Chief Executive Officer of the Company: (ai) serve, render services directly or indirectly, as an operator, owner, partner, consultant, officer, directorindirectly to, or employee become employed by, any Competing Organization (as defined below) to the extent such services or employment involves the development, manufacture, marketing, sale, advertising or servicing of any firmproduct, entity process, system or business service which is the same or corporation engaged similar to, or competes with, a product, process, system or service manufactured, sold, serviced or otherwise provided by the Company to its customers and upon which Executive worked or in which Executive participated during the business presently being conducted by Seller (or any business related thereto) within last 2 years of employment with the United StatesCompany; (bii) directly or indirectly recruit, hire, solicit or induce, or attempt to solicit, or accept business frominduce, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any exempt employee of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) Company to terminate his or her employment with or otherwise cease his or her relationship with Purchaser the Company; or CORE. It is agreed that (iii) solicit the remedy at law for business of any breach firm or company with which Executive worked during the preceding 2 years while employed by the Company, including customers of the foregoing shall be inadequate Company (Sections 6(b)(i)-(iii) collectively, the “Restrictive Covenants”). The Equity Agreements provide that if Executive breaches any of the Restrictive Covenants, then in addition to any liability Executive may have for damages arising from such breach and that CORE and Purchaser shall be entitled in addition to any other remedy remedies available to the Company under the Equity Agreements or otherwise, and to the extent permitted under applicable law: (A) any unvested restricted share units will be immediately forfeited, and, to the extent permitted by applicable law, Executive agreed to pay to the Company the fair market value of any share units that vested and that were paid during the 12 months prior to the Effective Date, (B) performance-based restricted shares units would be forfeited if the breach occurred prior to the end of a performance period and Executive would not receive the pro-rata portion of the payout based on actual performance results, and (C) Executive’s outstanding stock options will be cancelled, and Executive will pay to the Company the excess of the fair market value on the date of exercise over the exercise price of any option shares received in connection with the exercise of a stock option on or after the date which is 12 months prior to the date of the breach. In Executive agrees that if he breaches any of the event that Restrictive Covenants or any of the terms of this Section shall be determined by arbitrators or by any court 6, the Company is entitled to seek all of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold remedies provided in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued Equity Agreements and outstanding capital stock of a corporation which is a competitor within the meaning of this Sectionany other remedies available to it.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after (a) For a period of three (3) years commencing on the Closing Date through December 31(the “Restricted Period”), 2002 neither each of them the Seller Guarantors, the Sellers and NewCo shall not, and shall not permit any of their respective Affiliates to, directly or indirectly (ai) serveengage in or assist others in engaging in the Company Business anywhere in the world; (ii) have an interest in any Person that engages directly or indirectly in the Company Business in any capacity, including having such interest as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the Agreement Date) of the Company or any customers or suppliers of the Company. Notwithstanding the foregoing, (i) each Seller Guarantor may own, directly or indirectly, solely as an operatora passive investment, owner, partner, consultant, officer, director, or employee Equity Interests of any firm, entity or business or corporation engaged in the business presently being conducted by Seller (or Person traded on any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange if such Seller Guarantor is not a controlling Person of, or sold in the over-the-counter marketa member of a group which controls, provided such investments do not exceed in the aggregate Person and does not, directly or indirectly, own five percent (5%) or more of any class of Equity Interests of such Person and (ii) each Seller Guarantor may continue to own, directly or indirectly, the Equity Interests set forth next to such Seller Guarantor’s name on Schedule 6.13(a) that such Person owned as of the issued Agreement Date; provided, in each case, that no Confidential Information is utilized in doing so. (b) During the Restricted Period, each of the Seller Guarantors, the Sellers and outstanding capital stock NewCo shall not, and shall not permit any of a corporation their respective Affiliates to, directly or indirectly, hire or solicit any Company Employee, independent contractor, or consultant of the Company (in each case who holds such role within twelve (12) months of the Closing Date) or encourage any such Person to leave such capacity or hire any such Person who has voluntarily (without inducement or encouragement by the Seller Guarantors or the Sellers) left such capacity within six (6) months of such Person doing so; provided, however, that the Seller Guarantors may solicit and hire any (i) Person who responds to any general solicitation which is not directed specifically to any such Person (or such Persons in general), (ii) any Company Employee, independent contractor, or consultant of the Company terminated by Acquiror or the Company following the Closing Date or (iii) any Company Employee, independent contractor, or consultant of the Company who has terminated his or her employment or services to the Company more than six (6) months prior to such hiring or solicitation. (c) During the Restricted Period, each of the Seller Guarantors, the Sellers and NewCo shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, (i) solicit, entice, divert, or take away, or attempt to solicit, entice, divert or take away, any current or potential clients, customers, vendors or suppliers for purposes of diverting their business or services from the Company, or (ii) take any action that is designed or intended to have the effect of discouraging any existing or potential clients, suppliers, vendors or customers of the Company from maintaining the same business relationship with the Company after the Closing Date as it maintained with the Company prior to the Closing Date. (d) During the Restricted Period, each of the Seller Guarantors, the Sellers and NewCo shall refrain from, and shall cause their respective Affiliates and Representatives to refrain from, in any manner, directly or indirectly, making any disparaging statement (whether written or oral), that disparages or damages or would be reasonably expected to disparage or damage the reputation, goodwill, or standing in the community of Acquiror, the Company, or any of their respective Affiliates and Representatives. Notwithstanding the foregoing, nothing herein prohibits a competitor within the meaning of this SectionSeller Guarantor from making truthful statements in connection with any suit or claim before a Governmental Authority or other arbiter.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after the Closing Date through December 31, 2002 neither of them shall (a) serveEach of Holdings, Knight and the Sellers agrees that it will not (and will cause each of its respective Affiliates not to), without the prior written consent of Parent, directly or indirectly, as individually or on behalf of any other Person, (i) prior to the second anniversary of the Closing Date, solicit, aid, induce or encourage any individual, who is an operator, owner, partner, consultant, officer, director, or employee of any firm, entity either of the Sellers with respect to the Business as of the date hereof or business or corporation engaged in the business presently being conducted by Seller (or any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period immediately prior to the Closing Date, was a client Date (the “Designated Employees”) to leave his or customer of any of the Business, for the purpose of doing business her employment relationship with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period either as an employee of either Seller prior to the Closing Date)or as an employee of Parent or Purchasers as of or after the Closing; provided, however, that it is understood that this Section 5.9(a)(i) shall not prohibit: (A) solicitation of any Designated Employee who contacts Holdings, Knight, Sellers or any of their respective Affiliates on his or her own initiative without any solicitation by or encouragement from Holdings, Knight, Sellers or any of their respective Affiliates; (B) any solicitation by a professional search firm where none of Holdings, Knight, Sellers or any of their respective Affiliates has, directly or indirectly, directed such firm to solicit that person; (C) generalized solicitations by advertising and the like which are not specifically directed to the Designated Employees; or (cD) solicitsolicitations of any Designated Employee whose employment was terminated, attempt without cause, by Parent or Purchasers on or after the Closing or (ii) prior to hirethe third anniversary of the Closing Date, hire or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries)otherwise engage, or assist any Person in hiring or otherwise engaging, any such solicitation Designated Employee who has been employed with respect to the Business by either Seller, Parent or hiring by any other person or entityPurchasers, or encourage any employee or consultant or Purchaser as the case may be, within the immediately preceding twelve (including Continuing Employees12) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It months; provided, however, that it is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event understood that this Section 5.9(a)(ii) shall be determined by arbitrators not prohibit the hiring or by otherwise engaging (or assisting any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time Person in hiring or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%otherwise engaging) of any Designated Employee whose employment was terminated, without cause, by Parent or Purchasers on or after the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this SectionClosing.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after the Closing Date, Seller shall not for a period of two (2) years following the Closing Date through December 31, 2002 neither of them shall (a) serve, directly or indirectly, as an operator, owner, partner, consultant, officer, director, or employee of any firm, entity or business firm or corporation engaged in directly or indirectly competitive with the business presently being conducted by Seller (or any business related thereto) within the United States; Business on a world-wide basis, (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) the Business or which at any time during the twelve (12) month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date)Business, or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser Buyer (including Continuing Employees) or CORE (including CORE's subsidiariesemployees of Seller hired by Buyer at the Closing), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser Buyer or COREthe Business. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser Buyer shall be entitled to any other remedy permitted by lawlaw or equity. In All parties hereto hereby acknowledge the event necessity of protection against the competition of Seller and that the nature and scope of such protection has been carefully considered by the parties. Seller further acknowledges and agrees that the covenants and provisions of this Section 9 form part of the consideration under this Agreement and are among the inducements for Buyer entering into and consummating the transactions contemplated herein. The period provided and the area covered are expressly represented and agreed to be fair, reasonable and necessary. The consideration provided for herein is deemed to be sufficient and adequate to compensate for agreeing to the restrictions contained in this Section 9. If, however, this Section 9 shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its it extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this SectionSection 9.

Non-Competition; Non-Solicitation. Transcend Employee hereby acknowledges and Seller agrees that he is likely to be exposed to a significant amount of confidential information concerning the Company's business methods, operations, employment relationships and customers while employed under this Agreement, that such information might be retained by Employee in tangible form or simply retained in Employee's memory, and that the protection of the Company's exclusive rights to such confidential information and the benefits flowing from it can best be ensured by means of a restriction on Employee's activities after termination of employment. Employee further acknowledges and agrees that the Company's relationship with each hereby of its employees and independent contractors is a significant and valuable asset of the Company. Consequently, Employee agrees that, from that he will not during the Employment Period and after for a period of nine months thereafter (the Closing Date through December 31, 2002 neither of them shall (a) serve"Non-Compete Period"), directly or indirectly, (a) hire, retain as an operatora consultant, solicit the employment of, or encourage to leave the employment of the Company or any of its subsidiaries, any person who is now employed by the Company or any of its subsidiaries or (b) compete with or be engaged in the same business as the Company or any of its subsidiaries, or be employed by, or act as consultant or lender to, or be a director, officer, employee, owner, partneror partner of, consultant, officer, director, or employee of any firm, entity or business or corporation organization which, during the Employment Period, directly or indirectly competes with or is engaged in the same business presently being conducted by Seller (as the Company or any business related theretoof its subsidiaries, except that in each case (x) within Employee shall not be required to comply with the United States; provisions of this Section 7 if the Company shall be in default in its obligations to Employee under this Agreement and (by) solicit or attempt to solicit, or accept business from, any entity which is a client or customer the provisions of CORE, Purchaser, Seller this Section 7 will not be deemed breached merely because Employee owns (including CORE's subsidiariesan "Incidental Ownership") or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any not more than 1% of the Businessoutstanding common stock of a corporation, for if, at the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason time of its extending for too great a period of time or over too large a geographic area or over too great a range of activitiesacquisition by Employee, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities such stock is listed on a national securities exchange exchange, is reported on NASDAQ, or sold is regularly traded in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock market by a member of a corporation which is a competitor within the meaning of this Sectionnational securities exchange.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after (a) For a period commencing the Closing Date through December 31and ending on the five (5) year anniversary of the Closing Date (the “Non-Competition Restricted Period”), 2002 neither Seller nor Seller Guarantor shall, and each shall cause each of them shall (a) servetheir respective affiliates not to, directly or indirectly, whether paid or not, (i) serve as an operatora partner, ownerprincipal, partneremployee, consultant, officer, director, manager, member, agent, affiliate, representative, advisor, promoter, associate, investor, or employee of otherwise for, (ii) own, purchase or organize, or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate with, any firmbusiness, operation, corporation, partnership, association, agency or other entity or business person that engages in or corporation engaged competes against the Business. The foregoing covenant shall be solely with respect to Seller’s, Seller Guarantor’s and their respective affiliates’ activities in Brazil. Nothing in this Section 5.17(a): (A) prohibits or limits in any way Seller, Seller Guarantor or any of their respective affiliates from engaging in the business presently being Seller Group’s existing businesses as conducted by Seller (or any business related thereto) within on the United States; (b) solicit or attempt date hereof that are not Related to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose (B) prevents Seller, Seller Guarantor or any of doing business with such client their respective affiliates from fulfilling any obligation pursuant to this Agreement or customer in competition with Purchaser any Ancillary Agreement, (C) prohibits Seller, Seller Guarantor or CORE (including CORE's subsidiaries) (for the purpose any of this covenanttheir respective affiliates from holding, directly or indirectly, the clients and customers of Purchaser Target Quotas that it shall include those entities with which Seller had held discussions or negotiations concerning own following the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach consummation of the foregoing shall be inadequate and Acquisition, (D) prohibits Seller, Seller Guarantor or any of their respective affiliates from holding, directly or indirectly, up to two percent (2%) of any securities of a firm or company that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities are listed on a national securities exchange or sold in the over-the-counter marketU.S., provided such investments do not exceed (E) prohibits Seller, Seller Guarantor or any of their respective affiliates from acquiring another business, operation, corporation, partnership, association, agency or other entity or person of which the portion of business or operations that engages in or competes against the aggregate five percent Business in Brazil either (5%x) constitutes less than 10% of the issued and outstanding capital stock gross revenue of a corporation which is a competitor the acquired business, operation, corporation, partnership, association, agency or other entity or person or (y) generates less than $50 million in annual revenue, so long as the applicable acquirer divests the portion of such entity or person that competes against the Business in Brazil within nine (9) months of completing such acquisition or (F) prohibits Seller, Seller Guarantor or any of their respective affiliates from performing services pursuant to the meaning of this SectionTransition Services Agreement.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after the Closing Date through December 31, 2002 neither of them shall (a) serveThe Seller does hereby covenant and agree to and with the Buyer that it will not, either directly or indirectly, in any capacity whatsoever, whether as an operatora principal, agent, owner, partner, consultant, shareholder or otherwise, own, operate, or be engaged in the operation of, or have any financial or other interest or otherwise be commercially involved in, any business operation, whether a proprietorship, partnership, joint venture or a private or public company, or otherwise carry on or engage in, a solar energy engineering, procurement and construction business (the “Competitive Business”) for the period commencing on the Closing Date and continuing for a period of three (3) years following the Closing Date (the “Non-Compete Period”); provided, however, that nothing in the foregoing covenant shall be read or construed as a prohibition against the Seller or its Affiliates from (i) owning the Securities and being involved in the Buyer, (ii) purchasing or obtaining options to purchase stocks, shares, bonds, debentures or term notes or other securities convertible into voting shares of any public company provided that the number of voting shares or securities convertible into voting shares of a public company which carries on a business which is the same or substantially similar to the Competitive Business shall not exceed two percent (2%) of the total number of issued and outstanding voting shares of the said public company, (iii) taking any and all actions necessary to complete and close-out the Excluded Projects, or (iv) continuing to own and operate Brandywick, LLC and its business as historically conducted. For the absence of doubt, the restrictions in this Section 12, shall not extend to any officer, director, or employee of any firmemployee, entity or business or corporation engaged in the business presently being conducted by Seller (or any business related thereto) within the United States; (b) solicit or attempt to solicitowner, noteholder, or accept business fromagent of Seller, any entity which is a client other than those (i) who shall continue under an employment agreement to be officers, directors or customer employees of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to Buyer after the Closing Date, was or (ii) who sign a client or customer separate letter agreement in connection with the closing. However, the terms of any of the Business, for the purpose of doing business with such client employment agreement or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of separate letter agreement shall govern so that this covenant, the clients and customers of Purchaser provision shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist not be applicable in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this Sectioncase.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after (a) For a period of three years commencing on the Closing Date through December 31(the “Restricted Period”), 2002 neither Xxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx Xx, Xxxxx Xxxx and Xxxxxx Xxxxxxxx (the “Restricted Persons”), in connection with the sale of them all Shares owned by each Restricted Person in the Company, including its goodwill, which Purchaser considers to be a valuable asset, and in exchange for good and valuable consideration offer to each Restricted Person as a Seller hereunder, shall (a) servenot, and shall not permit any of their Affiliates to, directly or indirectly, : (i) engage in or assist others in engaging in a business that directly competes with the business of the Company as an operator, owner, partner, consultant, officer, director, or employee of any firm, entity or business or corporation engaged currently conducted anywhere in the business presently being conducted by Seller (or any business related thereto) within Restricted Territory, provided that for the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer period commencing on the second anniversary of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to Closing Date until the third anniversary of the Closing Date, was a client or customer of any the restrictions set forth in this clause (i) shall only be applicable to the businesses set forth on Schedule 6.11(a)(i) of the BusinessCompany Disclosure Schedule; (ii) have an interest in any Person that engages directly or indirectly in a business that directly competes with the business of the Company as currently conducted in any capacity anywhere in the Restricted Territory, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, provided that for the purpose period commencing on the second anniversary of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose Closing Date until the third anniversary of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or the restrictions set forth in this clause (cii) solicit, attempt shall only be applicable to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist interests in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed Persons set forth on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%Schedule 6.11(a)(ii) of the issued and outstanding capital stock of a corporation which is a competitor within Company Disclosure Schedule; or (iii) intentionally interfere in any material respect with the meaning business relationships (whether formed before or after the date of this Section.Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing:

Non-Competition; Non-Solicitation. Transcend and (a) Prior to the fourth (4th) anniversary of the Closing Date, no Seller each hereby agrees thator any Partner, from and after Stockholder or Member shall, directly or indirectly through any Affiliate thereof, except as hereinafter permitted, (i) engage in, carry on, participate in or have any interest in, whether alone or in conjunction with any Person, or as a holder of an equity or debt interest of any Person, or as a principal, agent or otherwise, any business competing with the Business as conducted on the Closing Date through December 31by Sellers in the United States of America; (ii) assist others in engaging in any business competing with the Business in any manner described in the foregoing clause (i); or (iii) induce any supplier, 2002 neither of them shall (a) servecustomer or other Person doing business with either Purchaser to terminate its relationship with such Purchaser. Anything hereinabove contained to the contrary notwithstanding, the Partnership, the Partners and the Stockholders may continue to own, directly or indirectly, as an operatorequity interests in, ownerand Xxxxx may continue to perform "high-level" oversight management for Impact Transportation, partnerLLC and Impact Transload & Rail, consultantLLC, officereach a California limited liability company, directorbut only if (A) neither Xxxxx nor Xxxxx actively participates in the day-to-day management or operation of such entities, and (B) such entities do not engage in, carry on, participate in or have any interest in, whether alone or in conjunction with any other Person, or employee as a holder of an equity or debt interest of any firmPerson, entity or as a principal, agent or otherwise, any business involving the provision of third-party international steamship services or corporation engaged the reloading of international containers with domestic freight. Xxxxxxxxx shall have the right to participate in the business presently being conducted by Seller (or any business related thereto) within the United States; (b) solicit or attempt to solicitday-to-day and "high-level" oversight management and operation of Impact Transportation, or accept business fromLLC and Impact Transload & Rail, any entity which is a client or customer of CORELLC, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior subject to the Closing Date, was a client or customer provisions of any of subsection (B) above. Sellers shall engage an outside accounting firm to perform the Business, accounting services for the purpose Retained Entities which were previously performed by the employees of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this SectionSellers.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after For a period beginning on the Closing Date through December 31(the "Commencement Date") until the date which is 24 months after the Commencement Date (such date, 2002 neither of them shall (a) servethe "Termination Date"), Seller will not, and will cause its Subsidiaries not to, directly or indirectly, as an operatorown, ownermanage, partneroperate, consultantcontrol or participate in the ownership, officermanagement, director, operation or employee control of any firmbusiness, entity whether in corporate, proprietorship or business partnership form or corporation engaged otherwise, that competes with the Business with a product whose primary function is the provision of NAS file-sharing, as such function is generally defined by the features of Guardian OS as of the Closing Date (each such business, a "Restricted Business"), in the business presently being conducted by United States or in those other countries to which Buyer currently ships Product to customers either directly or through distributors. Notwithstanding the foregoing, nothing in this Section 4.5(A) shall prevent the Seller (from the development, manufacture, sale or any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer service of any of its iSCSI Intellectual Property Rights known as Halogen, OnTarget Software or 700i series products, nor from the Businessdevelopment, for the purpose manufacture, sale or service of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person subsystem components or entitysystems, whether implemented in software, hardware or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or COREa combination of both. It is agreed The parties hereto specifically acknowledge and agree that the remedy at law for any breach Breach of the foregoing shall may be inadequate and that CORE and Purchaser shall Buyer, in addition to any other relief available to it, will be entitled to seek temporary and permanent injunctive relief. From the Commencement Date until the Termination Date, Seller will not, and will use best efforts to cause its then current employees, directors and consultants not to, directly or indirectly, cause, solicit, induce or encourage any other remedy permitted by lawemployees of Buyer, including any Selected Employees, to leave such employment. In Additionally, Seller will cooperate in good faith with Buyer regarding Buyer's efforts to hire the event that this Selected Employees pursuant to Section shall be determined by arbitrators or by 8.2 hereof. The parties hereto agree that, if any court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 4.5 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activitiesreasonable, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it not arbitrary and not against public policy may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in enforced against the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this Sectionapplicable party.

Non-Competition; Non-Solicitation. Transcend Ferguson hereby covenants and Seller each hereby agrees thatthat during term of Xxxxxxxx’x employment by the Company or service as a member of the Company’s Board of Directors and for a period of one (1) year thereafter, from and after the Closing Date through December 31, 2002 neither of them Ferguson shall (a) servenot, directly or indirectly: (i) own any interest in, operate, join, control or participate as an operator, owner, a partner, consultant, officer, director, principal, officer or employee agent of, enter into the employment of act as a consultant to, or perform any firm, services for any entity or business or corporation engaged in the business presently being conducted by Seller (or each a “Competing Entity”) which has material operations which compete with any business related thereto) within in which the United StatesCompany is then engaged; (bii) solicit any customer or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for Company with respect to any business in which the purpose Company is then engaged (other than on behalf of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing DateCompany), ; or (ciii) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, induce or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and Company to leave the employ of the Company; provided, that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activitiesFerguson may, it shall be interpreted to extend only over the maximum period of timesolely as an investment, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do hold not exceed in the aggregate more than five percent (5%) of the issued combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and outstanding capital stock agreements of a corporation which is a competitor within Ferguson are referred to herein as the meaning “Restrictive Covenant.” Ferguson acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Exhibit A, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. In the event that, notwithstanding the foregoing, any of the provisions of this SectionExhibit A or any parts hereof shall beheld to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Exhibit A relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after For the longer of (A) a period of three (3) years commencing on the Closing Date through December 31and (B) the term of the Purchase Agreement Supplement, 2002 neither none of them Sellers, MyTravel, MyTravel Canada or any of their subsidiaries or Affiliates shall (a) serve, directly or indirectly, as an operator, owner, partner, consultant, officer, director, or employee of any firm, entity or business or corporation engaged in the business presently being conducted by Seller indirectly (or any business related theretoi) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose of doing business with such client or customer engage in competition with Purchaser or CORE (including CORE's subsidiaries) (for using the purpose same gateways used by Sellers as of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), Date or (cii) solicithave an ownership interest in, attempt to hireany person, firm, corporation, association or hire other enterprise that is directly or indirectly engaged in conducting public charter operations using the same gateways used by Sellers as of the Closing Date (the "Restricted Activity"); provided, however, that nothing contained in this Section 6.10 shall prohibit Sellers, MyTravel or any employee of their subsidiaries or consultant of Purchaser Affiliates from owning, in the aggregate, (including Continuing Employeesx) three percent (3%) or CORE (including CORE's subsidiaries), less of any class of capital stock or assist other equity interest of any company engaged in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed Restricted Activity that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in has securities listed on a national or regional securities exchange or sold traded in the over-the-counter market, provided such investments do not exceed in the aggregate five market or (y) one percent (51%) or less of any class of capital stock or other equity interest of any other business enterprise engaged in any Restricted Activity. In connection with the foregoing, (i) Purchaser hereby represents that the limitations set forth herein are reasonable and are properly required for the adequate protection of the issued Business and outstanding capital stock (ii) each of Sellers and MyTravel hereby acknowledges and agrees to the foregoing. For the longer of (A) a corporation which period of three (3) years commencing on the Closing Date and (B) the term of the Purchase Agreement Supplement, none of Sellers, MyTravel, MyTravel Canada or any of their subsidiaries or Affiliates shall directly or indirectly induce or attempt to induce any Transferred Employee or other employee of Purchaser to leave the employ of Purchaser, or in any way interfere with the relationship between Purchaser and any Transferred Employee or other employee thereof. Stub Period Financial Statements. After the Closing, Sellers shall deliver to Purchaser financial statements of Sellers for the period commencing on October 1, 2003 and ending October 31, 2003, as prepared by Sellers in accordance with GAAP and delivered at such time, containing such information, and presented in such format as is a competitor within in accordance with Sellers ordinary course business practice prior to the meaning Closing Date with regard to delivery of this Sectionmonthly financial statements. Credit Card Processing. During the period between the date hereof and the Closing Date, Sellers shall be responsible for conducting, and/or ensuring the conduct of, all credit card processing relating to the Business.

Non-Competition; Non-Solicitation. Transcend Executive hereby covenants and Seller each hereby agrees thatthat during term of the Executive's employment hereunder and for a period of one (1) year thereafter, from and after the Closing Date through December 31, 2002 neither of them Executive shall (a) servenot, directly or indirectly: (i) own any interest in, operate, join, control or participate as an operator, owner, a partner, consultant, officer, director, principal, officer or employee of agent of, enter into the employment of, act as a consultant to, or perform any firm, services for any entity or business or corporation engaged in the business presently being conducted by Seller (or each a "Competing Entity") which has material operations which compete with any business related thereto) within in which the United StatesCompany is then engaged; (bii) solicit any customer or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for Company with respect to any business in which the purpose Company is then engaged (other than on behalf of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing DateCompany), ; or (ciii) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, induce or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and Company to leave the employ of the Company; provided, that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activitiesExecutive may, it shall be interpreted to extend only over the maximum period of timesolely as an investment, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do hold not exceed in the aggregate more than five percent (5%) of the issued combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and outstanding capital agreements of Executive are referred to herein as the "Restrictive Covenant." Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1., including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. Executive further acknowledges that the Company would not have entered into this Agreement or agreed to grant Executive the options to purchase shares of the Company stock under Section 4.6. herein absent Executive's agreement to the foregoing. In the event that, notwithstanding the foregoing, any of a corporation which is a competitor within the meaning provisions of this SectionSection 6.1. or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1. relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.