Common use of Non-Competition Clause in Contracts

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation.

Non-Competition. As a condition to, 10.1 The Employee agrees that from and in consideration of, after the Company’s entering into this Agreement, date hereof and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to ending on the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business third anniversary of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective termination date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive Employee's employment hereunder he will not, directly or indirectly, serve engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as employeea proprietor, partner, joint venturer, employer, agent, employee, consultant, stockholderofficer, director, co-partner, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association respect with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) of the same, or a substantially similar, type businesses of business as that in which the Company engages; or (ii) and its subsidiaries as conducted as of the business of distribution or sale of (A) products and services distributed, sold or license by date the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s Employee's employment is terminated pursuant to section 11 (d) hereunder or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not ownwhich is, directly or indirectly, more than an aggregate engaged in the design, development, production, marketing or distribution of ten percent (10%) products of the outstanding stock nature designed, developed, produced marketed or securities distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such corporationassignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. As a condition to, By and in consideration of, of the Company’s entering into this AgreementEmployment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable in further consideration of the Executive’s exposure to the Confidential Information of the Company and, therefore, and its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable considerationaffiliates, the receipt and sufficiency of which Executive hereby acknowledgesagrees that the Executive shall not, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in during the business of the Company; (b) That Executive has occupied a position of trust and confidence Executive’s employment with the Company prior to (whether during the Effective date Term or thereafter) and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine of twelve (912) months following Termination as provided in Section 11 thereafter (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notthe “Restriction Period”), directly or indirectly, serve own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as employee, agent, consultant, a stockholder, director, co-officer, consultant, independent contractor, employee, partner, or in any other individual or representative capacity, own operate, manage, control, engage investor in, invest in or participate in any manner inRestricted Enterprise (as defined below); provided, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or no event shall ownership of one percent (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d1%) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in less of the stock or outstanding securities of any competing corporation listed on class of any recognized national issuer whose securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect on at that time (or following the Effective Date)Executive’s termination of employment, collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) the business plan as in effect as of the outstanding stock date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or securities markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such corporationa Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. As a condition to, and (a) Unless the obligation is waived or limited by Ceridian in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions accordance with subsection (b) of this Section 6 6.02, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone or as applied a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees has Confidential Information as follows: governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) That Executive is and will be engaged in the business of the Company;combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) That At its sole option Ceridian may, by written notice to Executive has occupied a position within 30 days after the effective date of trust and confidence with the Company prior to the Effective date and that during such period and the period termination of Executive’s Employment under this Agreement's employment, waive or limit the time and/or geographic area in which Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company;cannot engage in competitive activity. (c) That During the obligation term of this Agreement are directly related the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the Employment fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and are necessary the firm to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive which they will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access rendered. Ceridian's failure to the Company’s technology and other confidential information, Executive could become a competitor respond or object to such notice shall not in any way constitute acquiescence or waiver of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; andCeridian's rights under this Article VI. (d) That for a During any period commencing on of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the Effective Date and ending nine (9) months following Termination as provided usual rate of Executive's Base Salary in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company effect at the time of termination; or (B) products and services proposed at the time of Termination to . There shall be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no credited against Ceridian's obligation to the Company under make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Section 6 in Agreement. In the event that the Executive’s employment is terminated Ceridian elects, pursuant to section 11 subsection (db) of this Section 6.02, to waive all or 11 (e); provided however; (e) That nothing contained herein any portion of the non-competition obligation, no payment shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time required by Ceridian with respect to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) portion of the outstanding stock or securities of such corporationnon-competition period which has been waived.

Non-Competition. As a condition to, and in consideration of, (a) During the Company’s entering into term of this Agreement, Executive will devote full time and giving Executive access energy to certain confidential furthering Ceridian's business and proprietary information, which Executive recognizes will not pursue any other business activity without Ceridian's written consent. Unless the obligation is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected waived or limited by the provisions Ceridian in accordance with subsection (b) of this Section 6 as applied to 6.02, Executive and other employees similarly situated to Executive, agrees that during his or her employment with Ceridian and for ten a period of two years following termination of employment for any reason ($10) "Non-Compete Period"), Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other good and valuable considerationfirm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the receipt and sufficiency date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: has Confidential Information. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) That Executive is and will be engaged in the business of the Company;combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) That At its sole option Ceridian may, by written notice to Executive at any time within the Non-Compete Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the Non-Compete Period, prior to accepting employment with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the firm and the employment or consulting services to be rendered to the firm or entity, and shall include a copy of the written offer of employment or engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) In the event Executive has occupied provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any firm or entity directly as a position result of trust and confidence with the Company prior his or her non-competition obligation pursuant to this Section 6.02, Ceridian shall pay Executive an amount equal to the Effective date and that during such period and the period usual rate of Executive’s Employment 's Base Salary in effect at the time of termination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation set forth in subsection (a) hereof, no payment shall be required by Ceridian with respect to the portion of the Non-Compete Period which has been waived. (e) In the event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and remedies provided to it under this Agreement, in law and in equity, and Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related shall be deemed to the Employment and are necessary have expressly waived any rights he or she may have had to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and payments under subsection (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation6.02.

Non-Competition. As It is recognized that in order to protect the Company’s Confidential Information, as defined above, and the Company’s valuable relationships with customers, vendors, employees and others, that a condition limited covenant restricting competition within the Company’s niche market following any termination of employment is necessary. Consequently, for a period of one (1) year following termination of Employee’s employment with the Company for any reason, Employee shall not, except with Company’s express prior written consent: (i) Solicit any employee, salesman, agent, or representative of the Company that Employee supervised and/or had contact with on behalf of the Company or about whom Employee gained confidential information, in the one year prior to termination of Employee’s employment with the Company, in any manner which interferes or might interfere with such person’s relationship with Company. This provision is not intended and shall not be construed to foreclose or burden the employment of any such employee who pursues or accepts such employment without any solicitation prohibited by this provision. (ii) Work for (or consult to) any competitor of the Company, including one in which the Employee has an ownership interest, in any management capacity or in any other capacity in which Employee’s knowledge of Company’s customer relationships and other Confidential Information would be a value to the Employee in competing against the Company, and in which management capacity or other such capacity the Employee has duties or responsibilities, including management oversight, with respect to or involving any assisted living facility located in any portion of the Territory, defined below. “Territory” shall mean anywhere that is within 20 miles of any assisted living facility operated by the Company. Employee acknowledges that the Confidential Information which Employee has had access to, and will continue to have access to, would be of value to Employee in consideration of, competing against or assisting a competitor in competing against any assisted living facility operated by the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and. Employee acknowledges, therefore, its protection and maintenance constitutes a legitimate interest to be protected by that the provisions geographic scope of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive restriction is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are reasonably necessary to protect the Company’s legitimate business interests; and that interest in protecting against Employee using the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and Confidential Information to be expended by compete against the Company or assist a competitor in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with competing against the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation.

Non-Competition. As a condition toThe Practice hereby recognizes, acknowledges, and avers that Retail Business Manager will incur substantial costs in consideration ofproviding the equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Retail Business Management Agreement and that in the process of providing services under this Retail Business Management Agreement, the Company’s entering Practice will be privy to financial and Confidential Information, to which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Retail Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are necessary for the protection of Retail Business Manager, and that Retail Business Manager would not have entered into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to Retail Business Management Agreement without the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows:following covenants. (a) That Executive is Except as specifically agreed to by Retail Business Manager in writing, the Practice covenants and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and agrees that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation Term of this Retail Business Management Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on of one (1) year from the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) anddate this Retail Business Management Agreement is terminated, other than if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partnerterminated by the Practice for cause, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that expires the Practice shall not directly or indirectly engages or proposes to engage in own (i) the same, or a substantially similar, type excluding ownership of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more less than an aggregate of ten one percent (101%) of the outstanding equity of any publicly traded entity and excluding ownership of the common stock of Retail Business Manager), manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or securities be employed by, any enterprise (i) having to do with the provision, distribution, promotion, or advertising of such corporationany type of management or administrative services or products to third parties in competition with Retail Business Manager, within a 10 mile radius of any Dispensary of the Practice; and/or (ii) offering any type of service(s) or product(s) to third parties substantially similar to those offered by Retail Business Manager to the Practice in competition with Retail Business Manager within a 10 mile radius of any Dispensary of the Practice; and/or (iii) providing Optical Services in competition with Retail Manager within a ten (10) mile radius of any Dispensary of the Practice.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10a) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) recognizes the highly competitive nature of the Company’s industry, including the premium that competitors business of the Company place on acquiring proprietary and competitive information; and its affiliates and accordingly agrees that, in consideration of this Agreement, the rights hereunder, and any payments hereunder, from the date hereof until the earlier of (di) That for a period commencing on the Effective last day of the Employment Term, (ii) the last day of any Severance Period and (iii) two years following Executive's Date and ending nine of Termination (9) months following Termination as provided in Section 11 (a) or 11 (c) andthe "Non- Compete Term"), if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, subject to Section 3(c) hereof, directly or indirectlyindirectly engage in the operation of any cable television system or any other line of business in place at the Systems as of the Date of Termination within one hundred miles of any geographic area where the Company or its affiliates operate a cable system as of the Date of Termination during the Non-Compete Term, serve whether such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, consultantsales representative or other participant; provided, stockholderhowever, directorthat, coduring the Non-partnerCompete Term, or Executive will not be prohibited from engaging in any other individual or representative capacityactivity in which Executive may engage while employed by the Company pursuant to the terms of the Exclusivity Agreement. Notwithstanding any provision of this Agreement to the contrary, own operatefrom and after any breach by Executive of the provisions of this Section 9(a), managethe Company shall cease to have any obligations to make payments to Executive under this Agreement, controlit being understood, engage inhowever, invest that nothing contained in or participate this Agreement shall in any manner inaffect the obligations of Holdings to Executive under the Holdings LLC Agreement or the rights of Executive under the MSCP Carry LLC Agreement and the TWI Carry LLC Agreement. (b) For a period of two years following the Date of Termination, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that Executive will not directly or indirectly engages induce any employee or proposes client of the Company or any of its affiliates to engage in (i) the same, or a substantially similar, type of business as that any activity in which Executive is prohibited from engaging by Section 9(a) hereof or to terminate his or her client or employment relationship, as applicable, with the Company engages; or (ii) any of its affiliates, and will not directly or indirectly solicit the business performance of distribution services for any person who is a customer or sale client or former customer or client of (A) products and services distributed, sold or license by the Company or any of its affiliates unless such person shall have ceased to have been a customer or client of the Company or any of its affiliates for a period of at least six (6) months. (c) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of termination; this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or (B) products and services proposed at the time of Termination indicate to be distributedenforceable. Alternatively, sold or licensed by if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities enforceability of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationother restrictions contained herein.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended While employed by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine of One (91) months following Termination as provided in Section 11 (a) or 11 (c) andyear thereafter, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will shall not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in operate, have any investment or interest or otherwise participate in any manner (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) in any Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, act as consultant or advisor tobecome a member of a group which exercises direct or indirect control of, render services for more than five percent (alone or in association with 5%) of any personclass of capital stock of such company. For purposes of this Agreement, firmthe term “Competing Business” means any corporation, corporation or entity)company, partnership, sole proprietorship, business, or otherwise assist any other person or entity that directly is engaged in the design, development of energy resources and or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type production of business as that in which electrical energy. Executive has carefully read and considered the Company engages; or (ii) the business provisions of distribution or sale of (A) products Sections 9 and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees, for the protection of the business of the Company. Executive shall have no obligation acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 11. It is the belief of the parties, therefore, that the best protection that can be given to the Company under this Section 6 that does not in any way infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 9 or 11, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law. In the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein any of said restrictions shall be construed to prevent Executive from investing held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in the stock or securities place of any competing corporation listed on any recognized national securities exchange or traded in limitation deemed unenforceable and that as so modified, the over covenant shall be as fully enforceable as if it had been set forth herein by the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationparties.

Non-Competition. As Except for any Subsidiaries retained by the Company because a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable Requisite Regulatory Approval was not obtained prior to the Company andClosing Date, therefore, Parent agrees that for a period of two (2) years from the Closing Date hereof it will not and it will cause its protection and maintenance constitutes a legitimate interest subsidiaries not to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive engage in consumer finance lending which has as its primary purpose direct general consumer lending, except as otherwise contemplated by this Agreement or (b) specifically target customers of the Company or its Subsidiaries as of the Closing Date for financial services or insurance products. Except for clause (b) in the immediately preceding sentence, nothing herein shall be interpreted, however, to restrict Parent or its subsidiaries from engaging in consumer lending and leasing (secured or unsecured) which is related to the purchase, financing or refinancing of (i) timeshare intervals, whether fee simple, fractional, right to use, membership, or any similar resort industry description; (ii) memberships of any kind or classification in golf courses, country clubs, boating clubs, or yacht clubs, or other clubs, resorts or any organizations related to any of the foregoing; (iii) aircraft, aircraft engines, avionics or flight related equipment; (iv) products manufactured, distributed or sold by Parent or any entity which formerly or may in the future be a commercial finance customer of Parent or its subsidiaries, whether or not such products are also financed by Parent or its subsidiaries under a flooring or wholesale arrangement, (v) residential real estate, improved or unimproved; or (vi) premiums for any insurance products. It is expressly understood that Parent and will be engaged its subsidiaries are in the global commercial finance and insurance business, and in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreementpurchasing and/or servicing consumer notes, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial timeinvoices, money and effort expended and to be expended by the Company in developing technical designsaccounts, computer program source codesmortgages, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology security instruments and other confidential informationpaper, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed interpreted as restricting Parent's or its subsidiaries' right to prevent Executive from investing continue in those businesses. It is also expressly understood that Parent and its subsidiaries routinely accept the stock pledge of consumer notes, invoices, accounts, mortgages, security instruments and other paper in connection with global commercial finance transactions and nothing herein shall be interpreted as restricting Parent's or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) its subsidiaries' continued right to accept such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationsecurity.

Non-Competition. As a condition to, and in consideration of, During the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine twelve (912) months following after the Executive's Date of Termination as provided in Section 11 (a) or 11 (c) andthe “Non-Compete Period”), if and only if, Company has paid in immediately available funds to the Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will shall not, directly or indirectlyindirectly through an intermediary without the prior written consent of the Board, serve as employeewhich consent shall not be unreasonably withheld, agent, consultant, stockholder, director, co-partner, directly or in indirectly own any other individual or representative capacity, own operateinterest in, manage, control, engage participate in, invest in consult with, or participate render services similar to those that the Executive performed on behalf of the Company or Company Affiliates during the last two (2) years of the Executive’s employment, or otherwise be or be connected in any manner indirectly or indirectly, act as consultant or advisor towith, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist i) any person or entity that directly or indirectly engages or proposes to engage is engaged in (i) the same, or a substantially similar, type of same business as that the business in which the Company engages; or any Company Affiliate is engaged or (ii) any person or entity that is engaged in a business which otherwise materially competes with any business that the Company or any Company Affiliate conducts or has taken substantial measures to conduct within the next six (6) months (as determined at the Date of Termination) in any state in the United States of America and the District of Columbia or any other jurisdiction in which such business is conducted or in which the Company has taken substantial measures to conduct within the next six (6) months (as applicable) at the Date of distribution Termination and with respect to which the Executive provided services or sale Company Confidential Information; provided, however, that the Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities or is passively owned through an interest in a hedge fund or private equity fund, so long as his direct holdings in any such entity shall not in the aggregate constitute more than five percent (A5%) products and services distributedof the voting power of such entity and, sold or license while employed by the Company at does not otherwise violate any Company or Company Affiliate policy applicable to the time Executive. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of termination; or (B) products this Agreement to such entity. The Executive acknowledges that this covenant has a unique, very substantial and services proposed at immeasurable value to the time of Termination to be distributedCompany and Company Affiliates, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation has sufficient assets and skills to provide a livelihood for the Company under this Section 6 Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall Executive breaches such covenant, monetary damages would be construed to prevent Executive from investing in an insufficient remedy for the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature Company and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) equitable enforcement of the outstanding stock or securities of such corporationcovenant would be proper.

Non-Competition. As (i) Awardee agrees that, during the period commencing on the Date of Grant and for a condition to, and in consideration of, period of one (1) year after the Company’s entering into this Agreement, and giving Executive access date the Awardee ceases to certain confidential and proprietary information, which Executive recognizes is valuable to be employed by the Company and(the “Covenant Period”), thereforeAwardee shall not within the Area, its protection for a Protected Business (as defined below): (1) directly or indirectly, undertake to perform the duties and maintenance constitutes a legitimate interest responsibilities substantially similar to be protected by those Awardee conducted, offered or provided for the provisions Company during the last twenty-four (24) months of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence Awardee’s employment with the Company (or such shorter period of time Awardee may have been employed); (2) directly or indirectly, undertake to perform any duties or responsibilities with regard to the development or enhancement of a product, service or software application competitive with any product, service or software application of the Company about which Awardee obtained or created Confidential Information during the last twenty-four (24) months of Awardee’s employment with the Company (or such shorter period of time Awardee may have been employed); or (3) directly or indirectly, own an equity interest in a business engaged in any Protected Business; provided, however, that nothing herein shall prohibit Awardee from being an owner of not more than 1.9% of the outstanding equity interests in any entity which has equity securities listed on a national stock exchange or other public market. (ii) At any time following the date the Awardee ceases to be employed by the Company and at least 90 days prior to the Effective date and that expiration of the Covenant Period, the Company may in its sole discretion extend such Covenant Period for one (1) additional year, which during such period and extended Covenant Period Awardee will receive severance payments equal to twelve (12) months of Awardee’s base salary in effect at the period of Executive’s Employment under this Agreementtime Awardee ceased to be employed by the Company (the “Severance Payments”). Severance Payments, Executive has and will become familiar if elected by the Company, shall be payable in equal installments in accordance with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by normal payroll practices. If the Company in developing technical designselects to extend the Covenant Period, computer program source codesthen Awardee shall be entitled to Severance Payments only so long as Awardee has not breached any of the provisions of Section 11. Awardee shall not be entitled to any other salary, marketing plans compensation or benefits after termination of employment, except as may be provided under any Executive Severance Agreement between Awardee and similar confidential information; Saia (iiif any) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; or as required by law. (iii) the fact that after having access to the Company’s technology and other confidential informationFor purposes of this Agreement, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation.

Non-Competition. As a condition to, Because of Employer's legitimate business interest as described herein and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable considerationconsideration offered to the Employee, [the [receipt and and] sufficiency of which Executive hereby acknowledgesis acknowledged, Executive acknowledges ]during the term of Employee's employment and hereby for the [TERM OF YEARS OR MONTHS], to run consecutively, beginning on the last day of the Employee's employment with the Employer [Group], [for any reason or no reason and whether employment is terminated at the option of the Employee or the Employer [Group],] the Employee agrees and covenants not to engage in Prohibited Activity within the [DESCRIPTION OF SCOPE OF GEOGRAPHIC RESTRICTION AND/OR SUBSECTION OF INDUSTRY OR CUSTOMER LIST]. For purposes of this non-compete clause, "Prohibited Activity" is activity in which the Employee contributes the Employee's knowledge, directly or indirectly, in whole or in part, as follows: (a) That Executive is and will be an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer, including those engaged in the business of the Company; (b) That Executive has occupied a position [DESCRIPTION OF BUSINESS]. Prohibited Activity also includes activity that may require or inevitably require disclosure of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreementtrade secrets, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacityConfidential Information. The Employer regards as its primary, own operatebut not exclusive, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) competitors the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained following [LIST OF PRIMARY COMPETITORS]. Nothing herein shall be construed to prevent Executive prohibit Employee from investing in the stock purchasing or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more owning less than an aggregate of ten five percent (105%) of the outstanding stock or publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Employee is not a controlling person of, or a member of a group that controls, such corporation. This Section does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to [AUTHORIZED OFFICER].

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business Seller agrees that, as part of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need consideration for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor payment of the Company; and (iv) the highly competitive nature of the Company’s industryPurchase Price, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on of three (3) years immediately following the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) andClosing Date, if and only if, Company has paid in immediately available funds to Executive within two (2) business days neither Seller nor any of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notits Affiliates will, directly or indirectly, serve as employee, agent, consultanta principal, stockholder, directorjoint venturer or otherwise, cooperate, perform or have any ownership interest in any business that designs, develops, manufactures, markets, sells, installs or distributes products in competition with the Engenio Business, except that Seller may (i) continue the activities of its RAID adapter business which develops LSI® MegaRAID® and 3ware® storage controllers and software and the ONStor™ clustered NAS gateway and non-partnerintegrated file storage products business of Seller which develops ONStor™ Products, and (ii) purchase or otherwise acquire by merger, purchase of assets, stock (including investing as a minority shareholder), controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of which is not in competition with the Engenio Business, provided that Seller may not provide any such business access or license to any of the Assigned Intellectual Property for use in any business or product line that competes with the Engenio Business. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 5% of any class of such securities shall not be considered to be competition with the Engenio Business, and a Person shall not be considered to be in the “primary business” of competing with the Engenio Business if such Person derives less than 20% of its revenues from products that compete with the Engenio Business. For the avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.11 shall not apply to any entity that acquires all or part of Seller in any transaction. (b) Seller acknowledges that the restrictions set forth in Section 5.11(a) constitute a material inducement to Buyer’s entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of such obligation could result in irreparable harm and continuing damage to Buyer for which there may be no adequate remedy at Law and further agrees that in the event of any breach of said obligation, Buyer may be entitled to injunctive relief and to such other relief as is proper under the circumstances. (c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination way construed to be distributedtoo broad or to any extent invalid, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive such provision shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall not be construed to prevent Executive from investing in the stock or securities be null, void and of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United Statesno effect, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management extent such provision would be valid or operations enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 5.11 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationapplicable Law.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to that his duties will entail the receipt of Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company and, therefore, its protection at substantial cost and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive constitute valuable and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business unique property of the Company; (b) That . Accordingly, the Executive has occupied acknowledges that protection of Trade Secrets and Confidential Information is a position of trust and confidence legitimate business interest. Executive agrees not to compete with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment Term and are necessary to protect for a reasonable and limited period thereafter. Therefore, during the Company’s legitimate business interests; Employment Term and that during the Company’s need applicable Continuation Period thereafter (or, in the event of as termination for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended Cause by the Company in developing technical designsor without Good Reason by the Executive, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within of two (2) business days years following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive Competing Business in any waive his right to all earned based compensationmanner, incentive compensationincluding, signing bonuswithout limitation, severance payments and business expenses reimbursement. Executive will notas owner, directly or indirectly, serve as employee, agent, consultant, stockholderpartner, director, co-partnertrustee, or in any other individual or representative capacityofficer, own operateemployee, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor tothereof. If the Executive shall breach the covenants contained in this Non-Competition provision, render services for (alone the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in association with equity. In addition, the Executive acknowledges that any personsuch breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, firmincluding entry of a temporary restraining order in state or federal court, corporation or entity)preliminary and permanent injunctive relief against activities in violation of this Section 6, or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the sameboth, or a substantially similarother appropriate judicial remedy, type of business as that writ or order, in addition to any damages and legal expenses which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination may be legally entitled to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company recover. Executive acknowledges and agrees that the Executive shall have no obligation to the Company under covenants in this Section 6 in shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the event Company and Executive, and that the Executive’s employment is terminated pursuant existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to section 11 the enforcement by the Company of such covenants. The provisions of this subsection (d) or 11 (e); provided however; (e) That nothing contained herein shall not be construed applicable to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in terminated from employment without Cause or the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation.resigns from employment for Good Reason

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive Such Restricted Party agrees that such Restricted Party shall not, at any time during the period of time during which such Restricted Party is providing services to the Facility and will be continuing during the Restricted Period, on such Restricted Party’s own behalf or on behalf of any other Person (other than Holdco Group), directly or indirectly (including through another Person, including its Family Group or any Affiliate) enter into or attempt to enter into any Restricted Business or own voting equity in, or form or operate as an owner, equity holder, interest holder, stockholder, officer, director, member, manager, partner, co-venturer, any business engaged in the business of the Company;activities relating to any Restricted Business. (b) That Executive has occupied a position Such Restricted Party acknowledges and agrees that, for purposes of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company;indirect acts by such Restricted Party shall include, without limitation, an act by any Person directly or indirectly controlled by such Restricted Party. (c) That Such Restricted Party acknowledges that (i) the obligation confidential and propriety information and the goodwill associated with the Business and its customers, suppliers, vendors and employees is an integral component of the value of the Business being acquired by Holdco in this Agreement and Braves in the Merger Agreement and that the obligations of such Restricted Party under this Agreement are a material inducement to Holdco’s execution and performance of this Agreement and Braves’ execution and performance of the Merger Agreement, (ii) at the time that these restrictive covenants are directly related made, to the Employment extent applicable to such Restricted Party, the limitations as to time, geographic scope and activity to be restrained, as described in this Section 2 are reasonable and do not impose a greater restraint than necessary to protect the CompanyHoldco’s and Braves’ legitimate business interests; interests and that the Company’s need for value to Holdco and Braves of the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the Confidential Information, the relationships with employees and customers, and/or the goodwill and business productivity of the Business, (iii) such Restricted Party has carefully read this Agreement and has given careful consideration to the restraints imposed upon such Restricted Party by this Agreement and consents to the terms of such restrictive covenants and (iv) the restrictions set forth in this Agreement is based on are fair and reasonable in light of the following: nature of the operations of the Business and geographic scope, which reasonably correlates to the Restricted Area. (d) Notwithstanding anything to the contrary in this Section 2, (a) the Restricted Parties may own or hold, solely as passive investments, securities of a publicly traded corporation involved in a Restricted Business; provided that, for each such investment, (i) the substantial time, money and effort expended and to be expended aggregate securities held by the Company in developing technical designsRestricted Parties do not exceed three percent (3%) of the outstanding securities of such Restricted Business, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notRestricted Party, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partnerparticipates in, or attempts to influence, the management, direction or policies of such Restricted Business (other than through the exercise of any voting rights held by such Restricted Party in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association connection with any person, firm, corporation or entitysuch securities), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage (b) if the Restricted Party retains ownership in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) following the business Merger, the Restricted Party shall remain subject to the terms and conditions of distribution or sale the Operating Agreement of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere and (c) the Restricted Party may provide services for a Restricted Business within the Restricted Territory so long as the Restricted Party does not own or hold any securities in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however;such Restricted Business. (e) That nothing contained herein shall be construed Notwithstanding anything to prevent Executive from investing the contrary in the stock this Section 2, a Restricted Party who is a licensed physician by ‎the applicable state medical board in which such Restricted Party practices or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United Stateswhich such Facility is located may, but only if at all times:‎ (i) such investment is have access to medical records of the physician's patients upon authorization of the ‎pertinent patient and any copies of medical records to the extent permitted by applicable ‎state and federal Legal Requirements upon payment of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved reasonable fee when permitted by applicable ‎Legal Requirements, which access will be in the business of such corporationformat in which those records are normally maintained; and if and (ii) Executive provide continuing care and his associates (as such term is defined in Regulation 14(A) promulgated under treatment to any patients during the Securities Exchange Act course of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation.acute illness.‎

Non-Competition. As a condition to, and (a) Unless the obligation is waived or limited by Ceridian in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions accordance with subsection (b) of this Section 6 6.02, Executive agrees that for a period of two years following termination of employment for any reason ("Non-Compete Period"), Executive will not directly or indirectly, alone or as applied a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: has Confidential Information. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) That Executive is and will be engaged in the business of the Company;combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) That At its sole option Ceridian may, by written notice to Executive at any time within the Non-Compete Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the Non-Compete Period, prior to accepting employment with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the firm and the employment or consulting services to be rendered to the firm or entity, and shall include a copy of the written offer of employment or engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) In the event Executive has occupied provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any firm or entity directly as a position result of trust and confidence with the Company prior his or her non-competition obligation pursuant to this Section 6.02, Ceridian shall pay Executive an amount equal to the Effective date and that during such period and the period usual rate of Executive’s Employment 's Base Salary in effect at the time of termination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation set forth in subsection (a) hereof, no payment shall be required by Ceridian with respect to the portion of the Non-Compete Period which has been waived. (e) In the event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and remedies provided to it under this Agreement, in law and in equity, and Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related shall be deemed to the Employment and are necessary have expressly waived any rights he or she may have had to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and payments under subsection (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation6.02.

Non-Competition. As a condition to12.1 The Employee covenants and agrees that he will not, until that day which is the earlier of: (i) one year from the expiry of the Term; and (ii) the day the Vendors become entitled to terminate Chelsea's right of first refusal provided in consideration of, Section 7 of the Company’s entering into this Amendment and Restatement pursuant to Section 7.4(h)(i) of the Escrow Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacitycapacity whatsoever, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any other person, firm, firm or corporation (other than the Company or entityCool Entertainment), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the sameas a principal, agent, shareholder, director, guarantor, creditor, or a in any other relationship whatsoever, save and except as an employee only, engage or be concerned or interested in any business substantially similar, type of business as that in which the Company engages; or (ii) similar to the business of distribution or sale Cool Entertainment and which may compete with the business of (A) products and services distributed, sold or license by the Company Cool Entertainment at the any time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere during that period in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 any territory in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided howeverwhich Cool Entertainment carries on its business; (eb) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) use or disclose to any person, except duly authorized officers and employees of the outstanding stock Company and Cool Entertainment, any Confidential Information acquired by him by reason of his involvement and association with the Company; or (c) directly or securities indirectly, solicit any customer of Cool Entertainment, as of the date of termination of employment, in any territory in which Cool Entertainment carries on its business during that period. Notwithstanding the foregoing, the Employee may invest in or have an interest in entities traded on any public market or offered by any brokerage house, if an so long as the interest does not exceed 5% of the voting control of such corporationentity. 12.2 The parties recognize that irreparable damage would result from any violation of the covenant in Section 12. 1. It is therefore expressly agreed that, in addition to any and all of the remedies available to the Company and Cool Entertainment, they will each be entitled to the immediate remedy of injunction or such other equitable relief as may be decreed or issued by any court of competent jurisdiction to enforce Section 12.1 hereof. 12.3 The Employee acknowledges that the covenant in Section 12.1 hereof is given for good and valuable consideration (receipt of which is hereby acknowledged), and that by reason of his unique knowledge of and his association with the business of Cool Entertainment, the scope of such covenant as to time and area is reasonable and commensurate with the protection of the legitimate interests of Cool Management and Cool Entertainment. The covenant in Section 12.1 shall survive termination of the Employees employment hereunder for a period of one year, and such covenant is severable for that purpose. If any part of such covenant is held to be unenforceable by a court of competent jurisdiction, such part may be severed and replaced by the widest term that would not be held to be void or unenforceable. The Employee waives all defences to the strict enforcement of such covenant.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and During the Term, Knight will be engaged not Promote, or permit its Affiliates to Promote, market or sell a Competitive Product in the business of Territory, or acquire, or permit its Affiliates to acquire, directly or indirectly any rights or interest in or to any Competitive Product that is being Promoted, marketed or sold in the Company;Territory, if such Competitive Product has Regulatory Approval for, or is otherwise not prohibited by a Regulatory Authority from being marketed for, either the Initial Indication or a Subsequent Indication other than Sublicensed Product sublicensed to Knight under this Agreement. Notwithstanding anything in the preceding sentence, Knight shall only be prohibited from Promoting, marketing or selling a Competitive Product for a Subsequent Indication if there is FDA Regulatory CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Approval for such Subsequent Indication prior to such time as Knight begins to Promote, market or sell such Competitive Product. (b) That Executive has occupied During the Term, Braeburn will not Promote, or permit its Affiliates to Promote, market or sell a position of trust and confidence with Competitive Product in the Company prior Territory, or acquire, or permit its Affiliates to acquire, directly or indirectly any rights or interest in or to any Competitive Product that is being Promoted, marketed or sold in the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company;Territory. (c) That the obligation of this Agreement are directly related Subject to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth Section 2.9, nothing in this Agreement is based on Section 2.10 shall prevent either party from marketing, in the following: (i) the substantial timeTerritory, money pharmaceutical products other than Sublicensed Products and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industryCompetitive Products, including the premium pharmaceutical products that competitors contain buprenorphine with a treatment duration of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) one week or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationone month.

Non-Competition. As a condition (a) Parent and SpinCo acknowledge that, prior the Distribution Date, certain of their respective employees have been materially active in, and had access to the material, non-public information with respect to, the business operations of the other party and its Subsidiaries. In light of the foregoing, SpinCo acknowledges that, in consideration oforder to protect adequately the interest of the Parent Group in the Parent Business and the goodwill associated therewith, it is essential that any noncompetition covenant with respect thereto cover all Parent Activities throughout the entire world on the terms and conditions set forth in Section 2.15(b). Likewise, Parent acknowledges that, in order to protect adequately the interest of the SpinCo Group in the SpinCo Business and the goodwill associated therewith, it is essential that any noncompetition covenant with respect thereto cover all SpinCo Activities throughout the entire world on the terms and conditions set forth in Section 2.15(c). (b) During the Non-Competition Period, SpinCo will not and will not permit any member of the SpinCo Group to, directly or indirectly, engage in the Parent Activities. Parent acknowledges that in the course of acquiring business entities or assets (“SpinCo Acquired Entities”), the Company’s entering into this AgreementSpinCo Group may wish to acquire a SpinCo Acquired Entity that engages in the Parent Activities as part of its business activities. Parent agrees that, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable subject to the Company remaining provisions of this Section 2.15(b), nothing in this Agreement shall prevent the SpinCo Group from acquiring (and, thereforethereafter, owning and operating) a SpinCo Acquired Entity during the Non-Competition Period that engages in the Parent Activities, provided that the revenues derived from the Parent Activities by the SpinCo Acquired Entity do not exceed twenty percent (20%) of the total revenue of the SpinCo Acquired Entity during the twelve month period immediately prior to such acquisition. SpinCo shall notify Parent in writing within ten (10) days following the consummation of an acquisition described in the preceding sentence. During the sixty (60) day period following Parent’s receipt of such notice, Parent shall have the right to acquire from the SpinCo Group the business operations of the SpinCo Acquired Business related to Parent Activities (the “Related Parent Business”) for a cash purchase price equal to the price actually paid by the SpinCo Group for the Related Parent Business. Unless otherwise agreed by SpinCo and Parent, such price shall be determined by multiplying (i) (A) the purchase paid actually paid by the SpinCo Group for the SpinCo Acquired Entity, divided by (B) the Adjusted EBITDA of the SpinCo Acquired Entity during the twelve month period immediately prior to such acquisition, by (ii) the Adjusted EBITDA of the Related Parent Business during the twelve month period immediately prior to such acquisition. Notwithstanding anything contained in this Agreement to the contrary, the SpinCo Group may acquire up to five percent (5%) of any company whose common stock is publicly traded on a national securities exchange or in the over-the-counter market. (c) During the Non-Competition Period, Parent will not and will not permit any member of the Parent Group to, directly or indirectly, engage in the SpinCo Activities. SpinCo acknowledges that in the course of acquiring business entities or assets (“Parent Acquired Entities”), the Parent Group may wish to acquire a Parent Acquired Entity that engages in the SpinCo Activities as part of its protection business activities. SpinCo agrees that, subject to the remaining provisions of this Section 2.15(c), nothing in this Agreement shall prevent the Parent Group from acquiring (and, thereafter, owning and maintenance constitutes operating) a legitimate interest Parent Acquired Entity during the Non-Competition Period that engages in the SpinCo Activities, provided that the revenues derived from the SpinCo Activities by the Parent Acquired Entity do not exceed twenty percent (20%) of the total revenue of the Parent Acquired Entity during the twelve month period immediately prior to such acquisition. Parent shall notify SpinCo in writing within ten (10) days following the consummation of an acquisition described in the preceding sentence. During the sixty (60) day period following SpinCo’s receipt of such notice, SpinCo shall have the right to acquire from the Parent Group the business operations of the Parent Acquired Business related to SpinCo Activities (the “Related SpinCo Business”) for a cash purchase price equal to the price actually paid by the Parent Group for the Related SpinCo Business. Unless otherwise agreed by SpinCo and Parent, such price shall be protected determined by multiplying (i) (A) the purchase paid actually paid by the Parent Group for the Parent Acquired Entity, divided by (B) the Adjusted EBITDA of the Parent Acquired Entity during the twelve month period immediately prior to such acquisition, by (ii) the Adjusted EBITDA of the Related SpinCo Business during the twelve month period immediately prior to such acquisition. Notwithstanding anything contained in this Agreement to the contrary, the Parent Group may acquire up to five percent (5%) of any company whose common stock is publicly traded on a national securities exchange or in the over-the-counter market. (d) If a judicial or arbitral determination is made that any of the provisions of this Section 6 2.15 constitutes an unreasonable or otherwise unenforceable restriction against the SpinCo Group or the Parent Group, as applied applicable, the provisions of this Section 2.15 shall be rendered void only to Executive and other employees similarly situated the extent that such judicial determination finds such provisions to Executivebe unreasonable or otherwise unenforceable with respect to the SpinCo Group or the Parent Group, as applicable. In this regard, each party hereby agrees that any judicial or arbitral authority construing this Section 2.15 shall be empowered to sever any portion of any geographic location, any prohibited business activity or any time period from the coverage of this Section 2.15, and for ten ($10) other good and valuable considerationto apply the provisions of this Section 2.15 to the remaining geographic locations, the receipt and sufficiency of which Executive hereby acknowledgesremaining business activities, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the remaining time period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended not so severed by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) such judicial or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however;arbitral authority. (e) That nothing Each party hereby agrees that any remedy at law for any breach of the provisions contained herein this Section 2.15 shall be construed inadequate and that the non-breaching party shall be entitled to prevent Executive from investing seek injunctive relief in the stock or securities of addition to any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) other remedy such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated non-breaching party might have under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationthis Agreement.

Non-Competition. As a condition to, and (a) Except as otherwise provided in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on of five (5) years after the Effective Date Contribution Closing Date, the Contributor Parties shall not, and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds shall cause each of their respective Affiliates to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve (x) engage in, or acquire an equity interest in, or provide debt financing to any Person who is engaged in, the Restricted Business in the United States (the “Restricted Territory”), (y) request any past, present or future customers of the Propane Group Entities within the Restricted Territory to curtail or cancel their business with Acquirer or any of its Affiliates (including the Propane Group Entities), or (z) except as employeerequired by Law, agent, consultant, stockholder, director, co-partner, disclose to any Person the names of past or existing customers of the Propane Group Entities. Nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in way restrict any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in NRGY Entity from: (i) acquiring or owning the sameRetained Units, the Retained Assets or otherwise entering into or exercising any rights of such NRGY Entity pursuant to the NRGY Support Agreement or acquiring or owning less than 5% of the outstanding voting power of any other publicly traded Person, including if such Person is engaged in a substantially similar, type of business as that in which the Company engages; or Restricted Business; (ii) performing its obligations under the business Transaction Agreements; or (iii) acquiring the assets or capital stock or other equity interests of distribution or sale any Person which is engaged in a Restricted Business (“Acquired Company”) if, in its last full fiscal year prior to such acquisition, the consolidated revenues of (A) products and services distributed, sold or license by such Acquired Company from the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 Restricted Business in the event Restricted Territory was less than twenty-five percent (25%) of the aggregate consolidated revenues of such Acquired Company; provided, however, that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive if an NRGY Entity acquires an Acquired Company with consolidated revenues from investing a Restricted Business in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more Restricted Territory greater than an aggregate of ten percent (10%) of the outstanding stock or securities aggregate consolidated revenues of such corporationAcquired Company, such NRGY Entity shall (A) provide Acquirer the exclusive opportunity, for a period of forty five (45) days following the closing of such acquisition, to negotiate the purchase of such portion of such business that is engaged in the Restricted Business and (B) if such NRGY Entity and Acquirer do not enter into an agreement with respect to Acquirer’s purchase of such portion of such business within such forty five (45)-day period, divest such portion of such entire business within nine (9) months of the acquisition. (b) The Contributor Parties agree that the duration and geographic scope of the non-competition provision set forth in this Section 5.11 are reasonable. In the event that any court determines that the duration or geographic scope of the restrictions set forth in this Section 5.11, or both, is unreasonable and that such provision is to that extent unenforceable, the Parties agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Parties intend that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Additionally, because of the difficulty of measuring economic losses to Acquirer as a result of a breach of this Section 5.11, and because of the immediate and irreparable damage that could be caused to Acquirer for which it may not have any other adequate remedy, the Contributor Parties agree that Acquirer may seek to enforce the provisions of this Section 5.11 by seeking to obtain injunctions, restraining orders and other equitable actions pursuant to Section 9.4.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended While employed by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine of One (91) months following Termination as provided in Section 11 (a) or 11 (c) andyear thereafter, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will shall not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in operate, have any investment or interest or otherwise participate in any manner (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) in any Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, act as consultant or advisor tobecome a member of a group which exercises direct or indirect control of, render services for more than five percent (alone or in association with 5%) of any personclass of capital stock of such company. For purposes of this Agreement, firmthe term “Competing Business” means any corporation, corporation or entity)company, partnership, sole proprietorship, business, or otherwise assist any other person or entity that directly is engaged in the design, development of energy resources and or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type production of business as that in which electrical energy. Executive has carefully read and considered the Company engages; or (ii) the business provisions of distribution or sale of (A) products Sections 10 and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges 12 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees, for the protection of the business of the Company. Executive shall have no obligation acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 12. It is the belief of the parties, therefore, that the best protection that can be given to the Company under this Section 6 that does not in any way infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 10 or 12, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law. In the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein any of said restrictions shall be construed to prevent Executive from investing held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in the stock or securities place of any competing corporation listed on any recognized national securities exchange or traded in limitation deemed unenforceable and that as so modified, the over covenant shall be as fully enforceable as if it had been set forth herein by the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationparties.

Non-Competition. As a condition to, and in consideration of, (a) During the Company’s entering into term of this Agreement, Executive will devote full time and giving Executive access energy to certain confidential furthering Ceridian's business and proprietary information, which Executive recognizes will not pursue any other business activity without Ceridian's written consent. Unless the obligation is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected waived or limited by the provisions Ceridian in accordance with subsection (b) of this Section 6 as applied to 6.02, Executive and other employees similarly situated to Executive, agrees that during his or her employment with Ceridian and for ten a period of two years following termination of employment for any reason ($10) "Non-Compete Period"), Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other good and valuable considerationfirm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the receipt and sufficiency date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: has Confidential Information. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) That Executive is and will be engaged in the business of the Company;combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) That At its sole option Ceridian may, by written notice to Executive has occupied a position of trust and confidence with at any time within the Company prior to Non-Compete Period, waive or limit the Effective date and that during such period and the period of Executive’s Employment under this Agreement, time and/or geographic area in which Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company;cannot engage in competitive activity. (c) That During the obligation of this Agreement are directly related Non-Compete Period, prior to accepting employment with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the firm and the employment or consulting services to be rendered to the Employment firm or entity, and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become shall include a competitor copy of the Company; and (iv) the highly competitive nature written offer of the Company’s industry, including the premium that competitors employment or engagement of the Company place on acquiring proprietary and competitive information; andconsulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) That for a period commencing on In the Effective Date and ending nine (9) months following Termination as event Executive has provided in Section 11 (a) or 11 notice to Ceridian pursuant to subsection (c) and, if of this Section 6.02 and only if, Company has paid in immediately available funds not accepted employment with or agreed to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor provide consulting services to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person firm or entity that directly as a result of his or indirectly engages or proposes her non-competition obligation pursuant to engage this Section 6.02, Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company effect at the time of termination; or (B) products and services proposed at termination on a regular payroll period basis until the time end of Termination to the Non-Compete Period. There shall be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no credited against Ceridian's obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated make such payments any other payments made by Ceridian to Executive pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation.Article

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions Because of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; interest as described herein and that the Company’s need good and valuable consideration offered to the Employee, during the Employment Term and for the covenants set forth in this Agreement is based two years, to run consecutively, beginning on the following: (i) last day of the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted Employee’s employment with the Company’s confidential , the Employee agrees and proprietary information; (iii) the fact that after having access covenants not to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive engage in any waive his right to all earned based compensationProhibited Activity (as defined below) within the United States of America. For the purposes of this Agreement, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not“Prohibited Activity” means any activity in which the Employee contributes the Employee’s knowledge, directly or indirectly, serve in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, consultantemployee, partner, director, stockholder, directorofficer, co-partnervolunteer, intern, or in any other individual or representative capacitysimilar capacity to an entity engaged in the funeral home, own operatemortuary, managecrematory, controlcemetery, engage inburial insurance, invest in or participate in any manner inpreneed trust, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity)trust banking, or otherwise assist any person other line of business in the death care industry. “Prohibited Activity” also includes activities that may require or entity that directly or indirectly engages or proposes to engage in (i) the sameinevitably require disclosure of trade secrets, proprietary information, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained Confidential Information. Nothing herein shall be construed to prevent Executive prohibit the Employee from investing in the stock purchasing or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more owning less than an aggregate of ten five percent (105%) of the outstanding stock or publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Employee is not a controlling person of, or a member of a group that controls, such corporation. This Section 7 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in During the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine continuing until the earlier of (9A) months following Termination March 16, 2018 and (B) the date that Trican Parent ceases to directly or indirectly own at least 5% of the issued and outstanding Class A Units and 100% of the issued and outstanding Class C Units, Trican and its Affiliates shall not directly or indirectly: (i) compete with the Company or its Subsidiaries in the Territory in the oil field services business; (ii) have an interest in any Person that competes in the Territory directly or indirectly with the Company or its Subsidiaries in any capacity (a “Competitive Business”), including as provided a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) knowingly interfere in Section 11 any respect with the business relationships (awhether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or 11 partners, on the other hand; provided, however, that the foregoing shall not prohibit, or be interpreted as prohibiting, Trican Parent and its Affiliates from (c1) andconducting activities constituting or relating to the Excluded Businesses, if the Excluded Assets and only if, Company has paid the Excluded Liabilities (as such terms are defined in immediately available funds to Executive within two the Trican Purchase Agreement); (2) business days making equity investments in publicly owned companies which constitute a Competitive Business, provided such investments do not exceed 10% of the outstanding common equity of such Termination publicly owned companies or (3) entering into any licensing or other agreements relating to the intellectual property of Trican Parent and its Affiliates; provided, that such licensing or other agreements are in compliance with, and do not breach or violate, the Intellectual Property License Agreement (as defined in the Trican Purchase Agreement). Notwithstanding the foregoing, nothing contained in this Section 4.5(a) or elsewhere in this Agreement shall prevent a Person that acquires all earned base compensationof the equity interests of Trican Parent (whether by acquisition of equity interests, signing bonusmerger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory; provided, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no that in the event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will nota Person consummates an acquisition, directly or indirectly, serve of all or substantially all of the assets of Trican or a majority of the common equity interests of Trican (whether by acquisition of equity interests, merger or otherwise), Trican shall provide notice of such sale transaction (the “Transaction Notice”) no later than three days after the consummation of such acquisition transaction and the Company shall have the option, but not the obligation, upon notice to Trican delivered no later than 60 days after receipt of the Transaction Notice, to purchase the Units formerly Held by Trican prior to such sale transaction (including the Class C Units) for Fair Market Value (and in the case of Class C Units, such Fair Market value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis based on the Fair Market Value for such Units immediately prior to exercise of this purchase option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 30 day period prior to such calculation of Fair Market Value, in which case Fair Market Value shall be based on such prior valuation)). (b) During the period commencing on the Effective Date and continuing until March 16, 2018, the Cerberus Funds, the Company and their respective Controlled Affiliates shall not directly or indirectly (A) compete with Trican Parent or its Affiliates in Canada in the oilfield services business, (B) have an interest in any Person that competes directly or indirectly in Canada with Trican Parent or its Affiliates, including as a partner, shareholder, member, employee, principal, agent, consultanttrustee or consultant (other than (x) with respect to any industrial services or completion tools business and (y) Persons so competing with Trican Parent or its Affiliates with less than 25% of revenue in the prior fiscal year attributable to such Person’s Canadian operations, stockholderprovided that the Cerberus Funds, director, co-partner, the Company or their respective Affiliates (as applicable) substantially divest the Canadian assets or operations of such Person within 180 days of acquiring such Person) or (C) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between Trican Parent and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other individual or representative capacityhand; provided, own operatehowever, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in the foregoing shall not (i) restrict the sameCerberus Funds and its Affiliates (other than the Cerberus Managers and those personnel of Cerberus Capital Management, or a substantially similar, type of business as L.P. and Cerberus Operations & Advisory Company LLC that are directly involved in which monitoring the Company engages; or investment in the Company) from participating in any distressed debt and lending transactions (including debt to equity conversions) and (ii) prohibit or be interpreted as prohibiting the business of distribution or sale of (A) products and services distributedCerberus Funds, sold or license by the Company at or any of their respective Controlled Affiliates from making equity investments in any publicly owned company (provided such investment does not exceed 10% of the time outstanding common equity of termination; or such publicly owned company) or, in the case of the Cerberus Funds and its Controlled Affiliates (B) products and services proposed at the time of Termination to be distributed, sold or licensed by other than the Company), anywhere from receiving any customary “equity kicker” in North America connection with a debt investment in any Person. Notwithstanding the foregoing, nothing contained in this Section 4.5(b) or elsewhere in this Agreement shall prevent a Person that acquires the equity interests of all of the Company (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the “Territory”); The . (c) Each of Trican, the Company and the Cerberus Funds acknowledges and agrees that the Executive time, scope, geographic area and other provisions of this Section 4.5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the transactions contemplated hereby. It is the intention of the parties that if any of the provisions contained in this Section 4.5 are held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or is in any way construed to be too broad or to any extent invalid, such provisions shall have not be construed to be null, void and of no obligation effect, but to the extent such provision would then be valid or enforceable under applicable Law, such provisions shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under applicable Law. (d) Each of Trican, the Company under this Section 6 and the Cerberus Funds further acknowledges and agrees that, in the event that of a breach or threatened breach of any of the Executive’s employment is terminated pursuant provisions of this Section 4.5, Trican, the Company or the Cerberus Funds (as applicable) shall be entitled to section 11 (d) immediate injunctive relief, as any such breach would cause irreparable injury for which such party would have no adequate remedy at law. Nothing contained in this Section 4.5 shall be construed so as to prohibit Trican, the Company or 11 (e); provided however;the Cerberus Funds or any of their respective Affiliates from pursuing any other remedies available to them under this Agreement, at law or in equity for any such breach or threatened breach. (e) That nothing contained herein ▇▇▇▇▇ Group shall be construed an express third-party beneficiary under this Section 4.5 and the Members hereby acknowledge and agree that ▇▇▇▇▇ Group shall be entitled to prevent Executive from investing in enforce the stock or securities provisions of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationthis Section 4.5.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access Subject to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows2 below: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a. For a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreementthree (3) years from the date hereof, Executive has Seller and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive Promisors agree they will not, directly or indirectly, serve whether as employeean employer, consultant, agent, consultantprincipal, stockholder, director, co-partner, stockholder or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any business that, at the Effective Time of Closing, is in competition in any manner inwhatsoever with the Business of the CORPORATION TO BE SOLD within the United States which Seller Corp. does business at the Effective Time of Closing. b. Seller and Promisors agree that a breach or violation of this covenant not to compete shall entitle the Purchaser, act as consultant a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or advisor continued breach or violation of this covenant. Such right to an injunction shall be cumulative and in addition to, render services and not in lieu of, any other remedies to which the Purchaser may show itself justly entitled. Further, during any period in which Seller and/or Promisors are in breach of this covenant not to compete, the time period of this covenant shall be extended for an amount of time that Seller and/or Promisors are in breach hereof. c. In addition to the restrictions set forth above, Seller and Promisors shall not, for a period ending three (alone 3) years from the date hereof, either directly or in association with indirectly, (i) make known to any person, firmfirm or corporation the names and addresses of any of the customers of CORPORATION TO BE SOLD or Purchaser or contacts of CORPORATION TO BE SOLD or Purchaser within the pharmacy computer industry or any other information pe g to such person, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business call on, solicit, or take away, or attempt to call on, solicit or take away any of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination such customers. d. The parties to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees this Agreement agree that the Executive limitations contained in this Section 1 with respect to geographic area, duration, and scope of activity are reasonable. However, if any court shall have no obligation determine that the geographic area, duration, or scope of activity of any restriction contained in this Section 1 is unenforceable, it is the intention of the parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be deemed amended to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant extent required to section 11 (d) or 11 (e); provided however; (e) That nothing contained render it valid and enforceable. Nothing herein shall be construed to prevent Executive as preventing Seller or Promisors from investing making investments in the stock other businesses or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationenterprises.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That The Executive acknowledges that the special relationship of trust and confidence between him, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his employment with the Bank and/or throughout his employment with the Bank, the Executive will be engaged in the business provided with access to and informed of the Bank’s and the Holding Company;’s Proprietary Information, which will enable him to benefit from the Bank’s and Holding Company’s goodwill and know-how. (b) That The Executive has occupied acknowledges that it would be inevitable in the performance of his duties as a position director, officer, employee, investor, agent or consultant of trust and confidence any person, association, entity, or company which competes with the Company prior Bank or Holding Company, or which intends to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar or may compete with the Bank or Holding Company, to disclose and/or use the Bank’s and Holding Company’s trade secret Proprietary Information, as well as to misappropriate the Bank’s and with Holding Company’s goodwill and know-how, to or for the benefit of such other proprietary person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in this Section 10, he has received substantial, valuable consideration. The Executive further acknowledges and confidential information concerning agrees that this consideration constitutes fair and adequate consideration for the Company;execution of the non-solicitation restriction set forth in this Section 10. (c) That the obligation of this Agreement are directly related Ancillary to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants enforceable promises set forth in this Agreement is based on Agreement, as well as to protect the following: vital interests described in this Section 10, the Executive agrees that during the Term of Employment (i) the substantial time“Non-Compete Period”), money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, without the prior written consent of the Bank’s full Board of Directors, directly or indirectly, serve alone or for his own account, or as owner, partner, investor, member, trustee, officer, director, shareholder, employee, agent, consultant, stockholderdistributor, advisor, representative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity, (i) solicit the banking business of any current customers of the Bank; (ii) acquire, charter, operate or enter into any franchise or other management agreement with any financial institution; (iii) serve as an officer, director, co-partneremployee, agent or in consultant to any financial institution; or (iv) establish or operate a branch or other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services office of a financial institution; for purposes of clauses (alone or in association with any person, firm, corporation or entityii), (iii) and (iv) above, such limitation shall apply to any financial institution that has a main office, branch or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in loan production office within a fifty (i50) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) mile radius of the outstanding stock or securities main office of such corporationthe Bank.

Non-Competition. As a condition to, The Executive acknowledges and agrees that in consideration ofthe performance of his duties he will necessarily acquire detailed knowledge of the business and affairs of STANTEC and that STANTEC will suffer harm in the event that such confidential information is disclosed to its competitors or in the event that the Executive uses such confidential information for any purpose other than the performance of his duties as an employee of STANTEC. Therefore, the Company’s entering into Executive covenants and agrees that for a period of two (2) years following termination of the Executive's employment with STANTEC under this Agreement, and giving Executive access he will not directly or indirectly as an owner, employee, servant, consultant, contractor, agent or otherwise, engage in business or otherwise provide services in competition with STANTEC in the Province of Alberta. The foregoing restrictions also apply to certain confidential and proprietary informationother geographic areas, including international areas, for work in the following categories: a) work being done or started by STANTEC or any of its affiliated or subsidiary companies; b) work for which Executive recognizes is valuable a previous report or proposal has been prepared or submitted by STANTEC or any of its affiliated or subsidiary companies within two (2) years prior to the Company termination of this Agreement; and c) work for which promotional efforts by STANTEC or any of its affiliated or subsidiary companies, thereforeor any one in their employ, its protection had occurred during the period of two (2) years prior to the termination of this Agreement. The Executive has read and maintenance constitutes a legitimate interest to be protected by understood the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive4.2, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants restrictions set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges herein and agrees that the time period and geographic location restrictions are fair, reasonable and legitimately necessary for the protection of STANTEC's interests. In the event a Court of competent jurisdiction declares the time period or geographic location restrictions to be unreasonable, the Executive and STANTEC covenant and agree that the time period restriction shall have no obligation be reduced to one (1) year and the geographic location restriction be limited to the Company under this Section 6 in City of Edmonton. In the further event that a court of competent jurisdiction declares the Executive’s employment is terminated pursuant reduced time period or geographic location restrictions to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein be unreasonable, the Executive and STANTEC covenant and agree that the time period restriction shall be construed further reduced to prevent Executive from investing in six (6) months and the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time geographic location restriction be limited to the management or operations City of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationEdmonton.

Non-Competition. As 23.2.1 During the term of this Contract, neither Party shall either on its own account or in conjunction with or on behalf of or, directly or indirectly, through any person, firm or joint venture, in whatever capacity bid on any programs for which the Board of Directors has approved the Joint Venture to bid, unless the Customer specifically rejects the Joint Venture as the supplier of the Selected Mobile Power Products in which case Aura may pursue the business. The Board of Directors shall make assessment of the Joint Venture’s capability to bid on any programs in good faith and shall not unreasonably withhold its approval in this regard. 23.2.2 Each Party hereby undertakes and covenants to and for the benefit of the other Party and the Joint Venture that it shall not, during the term of this Contract, solicit or entice away or endeavour to solicit or entice away from the Joint Venture any person who is an employee of the Joint Venture, whether or not such person would commit a condition tobreach of contract by reason of leaving the employment of the Joint Venture. However, and in consideration offor avoidance of doubt, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to Parties agree that neither Party may hire the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive Joint Venture within two (2) years after his/her labor contract with the Joint Venture is terminated; provided, however, that in the event this Contract is terminated pursuant to Section 13.2 above, Aura may hire the employees of the Joint Venture at any time following the termination date of this Contract. 23.2.3 Neither party shall solicit or entice or endeavour to solicit or entice the Customer to transfer to it the business days that the Joint Venture has already undertaken by means of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, breach of contract or in any other individual way. Each undertaking contained in Section 23 shall be read and construed independently of the other covenants contained in this Contract so that if one or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type more of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination such covenants should be held to be distributed, sold or licensed by invalid for any reason whatsoever then the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive remaining covenants shall have no obligation be valid to the Company under this Section 6 extent that they are not held to be so invalid; provided, however, that in the event that the Executive’s employment this Contract is terminated pursuant to Section 13.2 above, the prohibitions of this section 11 (d) or 11 (e); provided however;23.2.3 shall not apply to Aura at any time following the termination date of this Contract. (e) That nothing 23.2.4 Each Party acknowledges that the restrictions contained herein in Section 23.2.1 are considered reasonable by it but if any such restriction shall be construed found to prevent Executive from investing in be void or voidable but would be valid if some part or some parts thereof were deleted or the stock period or securities area of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United Statesapplication reduced, but only if (i) such investment is of a totally passive nature restriction shall apply with such modification as may be necessary to make it valid and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationeffective.

Non-Competition. As It is mutually acknowledged that by virtue of Consultant's position as a condition todirector of the Company and his engagement hereunder, the Company has divulged and will divulge or make accessible to Consultant, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive Consultant has and will become familiar with the Company’s trade secret and with other proprietary possessed of, certain valuable and confidential information concerning the Company; (c) That the obligation customers, business methods, procedures and techniques of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; . It is further understood that Consultant, in the course of and because of his position as a director of the Company and his engagement hereunder, has developed and will develop contacts among the customers of the Company, and it is mutually understood and agreed that the customers of the Company and the business methods and procedures and techniques developed by the Company are valuable assets and properties of the Company’s need for . Without limitation, it is also specifically acknowledged that great trust on the part of the Company has and will reside in Consultant because Consultant's duties will include involvement in the promotion and development of the Company's business. Consultant acknowledges that the restrictions and covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and below constitute a material inducement to be expended by the Company in developing technical designsto enter into this Agreement. Accordingly, computer program source codesthe parties deem it necessary to enter into the protective agreements set forth below, marketing plans the terms and similar confidential information; (ii) conditions of which have been negotiated by and between the fact that Executive will be personally entrusted parties hereto: a. Consultant agrees with the Company’s confidential Company and proprietary information; (iii) for the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors benefit of the Company place on acquiring proprietary that through the actual date of termination of Consultant's engagement, and competitive information; and (d) That for a period commencing of one (1) year thereafter (the "Non-Compete Period"), Consultant will not, in his own behalf or on the Effective Date and ending nine (9) months following Termination as provided behalf of any third party, engage in, manage, operate, join, control or participate in Section 11 (a) the ownership, management operation or 11 (c) andcontrol of, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive or be connected in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notmanner with, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act business conducted within the Territories (as consultant or advisor to, render services for (alone or in association defined below) which competes with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such exists during the term is defined in Regulation 14(A) promulgated under of Consultant's engagement); provided, however, Consultant's relationship with Advanta Corp., whether direct or indirect, either during the Securities Exchange Act Consulting Term or the Non-Compete Period, shall not be prohibited by, and shall not constitute a breach of, the provisions of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationthis subparagraph 6.

Non-Competition. As The Executive acknowledges that his services to be rendered hereunder are of a condition to, special and in consideration ofunusual character and have a unique value to the Company, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, loss of which Executive recognizes is valuable cannot be adequately compensated by damages in any court of law. In view of the unique value to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by of the provisions services of this Section 6 as applied to Executive and other employees similarly situated to the Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges covenants and hereby agrees that so long as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended he remains employed by the Company in developing technical designs, computer program source codes, marketing plans (whether under this Agreement or any other written or oral agreement or arrangement) and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on of one (1) year after the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) termination or 11 (c) andexpiration of any such employment for any reason, if and only if, Company has paid in immediately available funds to the Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, shall not directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, indirectly engage in or in any other individual or representative capacity, own operate, manage, control, engage have an active interest in, invest anywhere in or participate in any manner inthe world, act as consultant or advisor to, render services for (alone or in association with any personothers, firmas principal, corporation officer, agent, executive, consultant, independent contractor, director, partner or entity)stockholder, or through the investment of capital lending of money or property, rendering of services or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) competitive with the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed engaged in by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees Executive hereby acknowledging that the Executive company conducts business and distributes its products, or contemplates conducting business and distributing its product(s), on a worldwide basis; provided, however, that this paragraph 7 shall have no obligation to not prevent the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in acquiring, solely as investment and through market purchases, up to ten percent (10%) of the stock or securities of any competing corporation listed on any recognized national securities exchange issuer that are registered under Section 12(b) or traded in the over the counter market in the United States, but only if (i12(g) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the Effective Date)National Association of Securities Dealers Automated Quotations System. The business in which the Company is engaged and from which the Executive shall refrain from engaging in following the termination of his employment shall be specified in Exhibit E to this Agreement. The description of the Company's business shall be revised as often as necessary, collectively(but not less than every six (6) months) to reflect the scope and nature of the Company's business from time to time, do and such revisions to Exhibit E shall be the responsibility of the Executive and of the Chief Executive Officer of the Company, as approved by the Board of Directors. So long as Executive remains employed by the Company (whether under this Agreement or any other written or oral agreement or arrangement) and for a period of one (1) year after the termination or expiration of any such employment for any reason, the Executive shall not, and shall not ownpermit, cause or authorize any of his executives, agents or others under his control to, directly or indirectly, more than on behalf of himself or any other person, to recruit or otherwise solicit or induce any person who is an aggregate of ten percent (10%) executive of; or otherwise engaged by, the Company or any successor to the business of the outstanding stock company or securities any affiliate of the Company to terminate his or her employment or other relationship with the Company or such corporationsuccessor or affiliate. The Executive shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, trade dress or other identifying words or images wh▇▇▇ are the same as or similar to those used at any time by the Company or any affiliate in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. This Restrictive Covenant on the part of the Executive is given and made by the Executive to induce MegaMedia to employ the Executive and to enter into this Employment Agreement with the Executive, and the Executive hereby acknowledges the sufficiency of the consideration for this Restrictive Covenant. This Restrictive Covenant is not executory or otherwise subject to rejection under the Bankruptcy Code. This Restrictive Covenant is a reasonable an necessary restraint of trade and does not violate the Sherman Antitrust Act, the Florida Antitrust Act, or the common ▇▇▇; ▇t is supported by valid business interests, including the protection of MegaMedia trade secrets and confidential business information and the protection of MegaMedia's relationships with its customers and prospective customers, at the one (1) year restriction is essential to the full protection of those valid business interests. If any portion of this Restrictive Covenant is held by a court of competent jurisdiction to be unreasonable, arbitrary, or against public policy for any reason, this Restrictive Covenant shall be considered divisible as to line of business, time, and geographic area; if a court of competent jurisdiction should determine the specified lines of business, the specified period, or the specified geographic area to be unreasonable, arbitrary, or against public policy for any reason, a narrower line of business, a lesser period, or a smaller geographic area that is determined to be reasonable, non-arbitrary, and not against public policy for any reason, may be enforced by MegaMedia against the Executive.

Non-Competition. As a condition toDuring the 12-month period that commences on the Termination Date and ends on the first anniversary of the Termination Date, and the Executive shall not, without the prior consent of the Company, directly or indirectly own, manage, operate, join, control or participate in consideration the ownership, management, operation or control of, the Company’s entering into this Agreement, and giving Executive access or be employed by or otherwise connected in any substantial manner with any business which directly or indirectly competes to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions material extent with any line of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended or its subsidiaries which was operated by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company its subsidiaries at the time of terminationTermination Date; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere provided that nothing in North America (the “Territory”); The Company acknowledges and agrees that this paragraph shall prohibit the Executive shall have no obligation from acquiring up to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or 5% of any class of outstanding equity securities of any competing corporation listed whose equity securities are regularly traded on any recognized a national securities exchange or traded in the over "over-the-counter market," and provided further, that the counter market in foregoing restriction of this Section 11(C) shall not be construed as to require Executive to violate the United States, but only Rules of Professional Conduct (applicable to attorneys). The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Change of Control Event if (iv) the Executive's employment has been terminated by the Company without Cause within two years following such investment is Change in Control Event, (w) the Executive terminates his employment as the result of a totally passive nature Constructive Termination within two years following such Change in Control Event or (x) the Company elects, within two years following such Change in Control Event, not to extend the term of employment. The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Potential Change in Control if: 1) the Executive's employment is terminated without Cause within two years following such Potential Change in Control, and does such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Discharge without Cause within two years following such Potential Change in Control, and the circumstances or events which constitute the basis for Executive's claim of Constructive Discharge occur at the request or direction of, or pursuant to negotiations with, such Person, 3) the Company elects, within two years following such Potential Change in Control, not involve Executive devoting time to extend the management term of employment, and such election was at the request or operations direction of or pursuant to negotiations with such corporation Person; or 4) the Executive's employment is terminated without Cause within two years following such Potential Change in Control and Executive such termination is not other wise involved otherwise in the business connection with or in anticipation of such corporation; and if (ii) Executive and his associates (as such term is defined a Change in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationControl which actually occurs.

Non-Competition. As a condition toExecutive acknowledges that by virtue of Executive’s position with Employer and in the course of Executive performing Executive’s duties and responsibilities hereunder, Executive will form relationships and become specifically and generally acquainted with Employer’s, Project’s, and in consideration of, Owner’s (collectively the Company“Employer’s entering into this Agreement, and giving Executive access to certain Group”) confidential and proprietary information, which information as further described in Section 11(b) below. Executive recognizes is further acknowledges that such relationships and information are and will remain highly valuable to Employer’s Group and that the Company andrestrictions on future employment, thereforeif any, its are reasonably necessary in order for Employer’s Group to remain competitive in the highly competitive resort-gaming industry. In recognition of Employer Group’s heightened need for protection from abuse of relationships formed or information garnered before and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to during Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges’s employment hereunder, Executive acknowledges covenants and hereby agrees as followsthat: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of If (A) products and services distributed, sold or license by Employer terminates Executive’s employment during the Company at the time of termination; Specified Term without “Cause” (defined below) or (B) products Executive terminates his employment during the Specified Term for “Good Reason” (defined below), Executive shall be entitled to receive those amounts enumerated in Section 15 below and services proposed at the time of Termination to be distributedExecutive acknowledges, sold or licensed by the Companycovenants, anywhere in North America (the “Territory”); The Company acknowledges and agrees that for a one (1) year period immediately following the termination, Executive shall have no not directly or indirectly or in any manner or method be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in a “Competitor” (defined below) anywhere within a 100 mile radius of the Project. (ii) If Executive remains employed by Employer after the expiration of the Specified Term and, as such, is employed by Employer at-will in accordance with Section 2 above, Executive shall be entitled to receive those amounts, if any, enumerated in Section 19 below, and Executive acknowledges, covenants, and agrees that, for a six (6) month period immediately following the applicable termination, Executive shall not directly or indirectly or in any manner or method be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in a Competitor anywhere within a 100 mile radius of the Project. (iii) If Employer terminates Executive’s employment for Cause, or Executive terminates his Employment before the end of the Specified Term other than for Good Reason, Executive acknowledges, covenants, and agrees that, for a six (6) month period immediately following the applicable termination, he shall not directly or indirectly or in any manner or method be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in a Competitor anywhere within a 100 mile radius of the Project. (iv) Notwithstanding the obligations enumerated herein, it shall not be a violation of any obligation owed by Employee during the restrictive periods identified in Sections 11(a)(i), (ii) or (iii) for Executive (or anyone one acting on Executive’s behalf) to own up to five percent (5%) of a publically traded entity engaged in the Company hotel-resort or hotel-resort-gaming industry so long as such ownership does not result in Executive having any operational or management role of any kind in such industry. (v) The covenants under this Section 6 in the event that the 11(a) also includes, but are not limited to, Executive’s employment is terminated pursuant covenant not to: A. Make known to section 11 (d) any Competitor or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock officer, director, executive, employee or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is agent of a totally passive nature and does not involve Executive devoting time Competitor, the names, addresses, contact information or any other information pertaining to any advertisers, suppliers, vendors, independent contractors, brokers, partners, patrons, executives or customers (collectively the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%“Business Contacts”) of the outstanding stock Employer’s Group or securities prospective Business Contacts of the Employer’s Group on whom Executive called or with whom Executive did business or attempted to do business during his employment for Employer either for Executive’s own benefit or for any Competitor, unless such corporationinformation is disclosed for the direct or indirect benefit of Employer; B. Call on, solicit, induce to leave and/or take away, or attempt to call on, solicit, induce to leave and/or take away, any Business Contacts of the Employer’s Group or prospective Business Contacts of the Employer’s Group on whom Executive called or with whom Executive did business or attempted to do business during his employment for Employer either for Executive’s own benefit or for any Competitor; C. Approach, solicit, contract with or hire any current advertiser, supplier, vendor, independent contractor, broker or employee of the Employer’s Group with a view towards enticing such person to cease his/her/its relationship with the Employer’s Group or end his/her employment with the Employer’s Group, without the prior written consent of Employer, such consent to be within Employer’s sole and absolute discretion.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in that, during the business course of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreementemployment, Executive has and will become familiar with and involved in all aspects of the Company’s trade secret business and with other proprietary operations of the Bank. Executive hereby covenants and confidential information concerning agrees that for four (4) years after the Company; Effective Time (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information“Restricted Period”), Executive could become shall not, without the prior approval of a competitor majority of the Company; and Bank’s board of directors (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notnot participating), directly or indirectly, serve in any capacity (whether as employeea proprietor, owner, agent, consultant, stockholderofficer, director, co-shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or in any other individual otherwise) own, manage or representative capacity, own operate, manage, control, engage in, invest in control or participate in any manner inthe ownership, act as consultant management or advisor to, render services for (alone or in association with any person, firm, corporation or entity)control, or otherwise assist any person perform services that are the same as or entity that directly or indirectly engages or proposes substantially to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and those services distributed, sold or license provided by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in Bank Entities twelve (12) months prior to the event that the cessation of Executive’s employment by the Bank Entities to, any Competitive Business or to any Person that is terminated pursuant attempting to section 11 form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (din any case, a “Branch”) that is (or 11 is proposed to be) located within a fifty (e); provided however; 50) mile radius of the Bank Entities’ headquarters or within a twenty-five (e25) That nothing contained herein shall be construed mile radius of any Branch office of the Bank Entities that is in existence immediately prior to prevent Executive from investing in the stock cessation of Executive’s employment by the Bank Entities. Notwithstanding any provision hereof to the contrary, this Section 7.1 does not restrict Executive’s right to (a) own or acquire securities of any competing corporation listed on any recognized national securities exchange entity that files periodic reports with the Securities and Exchange Commission under Section 13 or traded in the over the counter market in the United States, but only if (i15(d) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on amended (the Effective Date“Exchange Act”), collectively, do not own, directly or indirectly, more ; provided that his total ownership constitutes less than an aggregate of ten two percent (102%) of the outstanding stock or securities of such corporationentity; (b) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any entity that does not file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Exchange Act; provided that his total ownership constitutes less than five percent (5%) of the outstanding securities of such company or (c) to serve as a director of Westminster American Insurance Company.

Non-Competition. As a condition to, and in consideration of, The Employee acknowledges that employment by the Company’s entering into this Agreement, and giving Executive Corporation will give the Employee access to certain confidential and proprietary informationthe Confidential Information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor Employee's knowledge of the Company; Confidential Information will enable the Employee to put the Corporation at a significant competitive disadvantage if the Employee is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Period and (iv) for one year after the highly competitive nature of Termination Date, the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive Employee will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, individually or in partnership or in conjunction with any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in Person: (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not ownengaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business; (ii) be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business in a capacity in which the loyal and complete fulfilment of the Employee's duties to that Competitive Business would (i) inherently require that the Employee use, copy or transfer Confidential Information, or (ii) make beneficial any use, copy or transfer of Confidential Information; or (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of any Person which carries on a Competitive Business. The restriction in Subsection 7.2 (iii) will not prohibit the Employee from holding not more than an aggregate of ten percent (10%) 5% of the outstanding issued shares of a public company listed on any recognized stock exchange or securities traded on any bona fide "over the counter" market anywhere in the world. For greater certainty, the Employee's obligations under this Section are in addition to the obligations respecting disclosure and use of such corporationConfidential Information in Part 8.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business Seller agrees that, as part of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need consideration for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor payment of the Company; and (iv) the highly competitive nature of the Company’s industryPurchase Price, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within of two (2) business days years immediately following the Closing Date, neither Seller nor any of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notits Affiliates will, directly or indirectly, serve as employeea principal, agentstockholder or otherwise, consultantoperate, stockholderperform or have any ownership interest in any business that develops, directormanufactures, co-partnersells, installs or distributes products in competition with the CATV Business, except that Seller may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of which is not in competition with the CATV Business, or (ii) invest as a minority shareholder in any Person. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 10% of any class of such securities shall not be considered to be competition with the CATV Business, and a Person shall not be considered to be in the "primary business" of competing with the CATV Business if such Person derives less than 15% of its revenues from products that compete with the CATV Business. For the avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.11 shall not apply to any entity that acquires all or part of Seller in any transaction, but shall continue to apply to Seller and its Affiliates (as constituted immediately prior to any such transaction). (b) Seller acknowledges that the restrictions set forth in Section 5.11(a) constitute a material inducement to Buyer's entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of such obligation could result in irreparable harm and continuing damage to Buyer for which there may be no adequate remedy at law and further agrees that in the event of any breach of said obligation, Buyer may be entitled to injunctive relief and to such other relief as is proper under the circumstances. (c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination way construed to be distributedtoo broad or to any extent invalid, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive such provision shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall not be construed to prevent Executive from investing in the stock or securities be null, void and of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United Statesno effect, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management extent such provision would be valid or operations enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 5.11 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationapplicable Law.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to nature of the Confidential Information that the Company under this Section 6 in the event that the commits to provide to Executive during Executive’s employment by the Company would make it unlikely that Executive would be able to perform in a similar capacity for a Competing Business (as defined below) without disclosing or utilizing the Confidential Information. Executive further acknowledges and agrees that the Company’s business is terminated conducted in a highly competitive market. Accordingly, Executive agrees that during the Non-Competition Period (as defined below), Executive will not (other than for the benefit of the Company, its subsidiaries and affiliates, and any Protected Company pursuant to section 11 (dthis EMPLOYMENT AGREEMENT Agreement) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than individually or as an aggregate officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner, or in any capacity whatsoever, (i) regardless of ten the reason for termination, work for, engage in, or operate any restaurant business or restaurant operating or management company that (x) features the sale of steak where the sale of steak exceeds thirty percent (1030%) of the outstanding stock restaurant’s revenues from food sales and (y) which is, or securities owns or operates restaurants, located within thirty (30) miles of any Del Frisco’s Double Eagle Steak House restaurant, any Del Frisco’s Grill restaurant, or any ▇▇▇▇▇▇▇▇’▇ Steakhouse restaurant (a “Competing Business”), or (ii) (x) hire, attempt to hire, contact with respect to hiring, or solicit with respect to hiring any employee of any Protected Company; (y) solicit, divert, or take away any customers or customer leads of any Protected Company with whom Executive had, whether directly or indirectly, contact or business relations during the period of time that Executive was employed by the Company or its predecessors-in-interest or its affiliates (herein, the “Employment Period”) or about whom Executive possesses Confidential Information; or (z) solicit, encourage, or influence any suppliers or vendors of any Protected Company to cease doing business with any Protected Company or change the terms and conditions upon which they conduct their business with any Protected Company where Executive had, whether directly or indirectly, contact during the Employment Period or business relations during the Employment Period with such corporationvendors or suppliers, or about whom Executive possesses Confidential Information.

Non-Competition. As a condition toExecutive acknowledges that: (a) his services, expertise, ideas and experience are considered part of the goodwill acquired by Acxiom in consideration of, the Company’s entering into this Merger Agreement, ; (b) the business of Acxiom is national in scope and giving Executive access to certain confidential its respective products are marketed and proprietary information, which Executive recognizes is valuable to sold throughout the Company and, therefore, its protection United States; (c) Acxiom competes with other businesses that are located throughout the United States; and maintenance constitutes a legitimate interest to be protected by (d) the provisions of this Section 6 as applied 1 are reasonable and necessary to Executive and other employees similarly situated to protect Acxiom’s business. In consideration of the foregoing acknowledgements by Executive, and for ten ($10) other good in consideration of the compensation and valuable consideration, the receipt and sufficiency of which benefits to be paid or provided to Executive hereby acknowledgesby Acxiom, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that through the Executive shall have no obligation to later of (x) the Company under this Section 6 in duration of his term of employment with Acxiom, or (y) a period of three (3) years after the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates Effective Time (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective DateMerger Agreement), collectivelyExecutive will refrain from carrying on or engaging in the provision of e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom, do including, without limitation, becoming an employee, owner, investor (except for passive investments of not own, directly or indirectly, more than an aggregate of ten three percent (103%) of the outstanding stock shares of any publicly traded corporation or securities one percent (1%) of a privately-held entity), officer, agent, partner, contractor, consultant, or director of, or other participant in, any firm, company, partnership, person or other entity in any geographic area within the United States which is engaged in the provision of e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom (a “Competing Company”); provided, however, that following his termination of employment with Acxiom (i) Executive shall be permitted to work for a Competing Company whose primary business is not providing e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom, so long Executive does not engage in a business that makes such corporationentity a Competing Company, and (ii) Executive may also receive and hold in such situation equity in the Competing Company that he obtains in connection with such employment.

Non-Competition. As a condition toThe Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and in consideration ofany such Purchaser. To induce the Lessor to enter into this Lease, the Company’s entering into this AgreementLessee agrees that, from and giving Executive access to certain confidential after the end of the seventh (7th) Lease Year and proprietary information, which Executive recognizes is valuable to thereafter until the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by later of (A) the provisions expiration of this Section 6 as applied to Executive and other employees similarly situated to ExecutiveLease or (B) the fifth (5th) anniversary of the termination of this Lease on account of a Lease Default, and for ten without the prior written consent of the Lessor ($10) other good and valuable considerationwhich consent shall not be unreasonably withheld or delayed), no member of the Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the receipt and sufficiency "Limited Parties") shall be involved in any capacity in or lend any of which Executive hereby acknowledgestheir names to or engage in any capacity in any assisted living facility (or other facility operated for any use included within the definition of the Primary Intended Use), Executive acknowledges and hereby agrees as follows: center, unit or program (a) That Executive is and will be or in any Person engaged in the business any such activity or any related activity competitive therewith), excluding however any of the Company; facilities described on Schedule 11.5 attached hereto (bcollectively, the "Excluded Facilities"), whether such competitive activity (the "Competitive Activity") That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreementshall be as an officer, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial timedirector, money and effort expended and to be expended by the Company in developing technical designsowner, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultantadvisor, stockholderindependent contractor, directordeveloper, co-lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or other participant in any capacity whatsoever with respect to an assisted living facility (or other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in facility operated for any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entityuse included within the definition of Primary Intended Use), center, unit or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in program located within a seven (i7) mile radius of the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); Leased Property. The Company Lessee hereby acknowledges and agrees that none of the Executive time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of the Lessee that each and all of the restrictive covenants set forth hereinabove shall have no obligation be valid and enforceable as specifically set forth herein. The Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the protection of the Lessor and any Purchaser and that the violation of any such covenant by any of the Limited Parties would cause irreparable damage to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant Lessor and any Purchaser for which a legal remedy alone would not be sufficient to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) fully protect such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationparties.

Non-Competition. As a condition to, and in consideration of, Because of the Company’s entering into this Agreement, legitimate business interests as described herein and giving Executive access to certain confidential the good and proprietary information, which Executive recognizes is valuable consideration offered to the Executive, during the Employment Term and for a twelve (12)-month period beginning on the last day of the Executive’s employment with the Company and(the “Non-Competition Period”), thereforefor any reason or no reason and whether employment is terminated at the option of the Executive or the Company, its protection the Executive agrees and maintenance constitutes a legitimate interest covenants not to be protected by engage in Prohibited Activity within the provisions United States. For purposes of this Section 6 7, “Prohibited Activity” is activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as applied an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to Executive and other employees similarly situated to Executivean entity engaged in the same or similar business as the Company, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be including those engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior researching, developing or commercializing any products or services relating to the Effective date and medical devices that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth aid in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industryhuman respiration, including medical devices that provide or facilitate drug delivery through the premium respiratory system and medical devices that competitors monitor the respiratory system. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information. Nothing herein shall prohibit the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) Executive from purchasing or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within owning less than two percent (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation. This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. The Executive shall promptly provide written notice of any such order to the Chairman of the Board.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants Except as set forth in this Agreement is based on or any of the following: Ancillary Agreements, for a period of two years following the Closing Date (the -25- "RESTRICTED PERIOD") neither St. ▇▇▇▇ nor any of its Post-closing Subsidiaries nor any of their respective directors, officers or agents may (i) the substantial timeoffer, money and effort expended and to be expended by the Company in developing technical designsissue, computer program source codessell, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) refer or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notpromote, directly or indirectly, serve any contracts, treaties or agreements of reinsurance of the same type as employeethe Reinsurance Agreements or of the same type as those for which St. ▇▇▇▇ has granted Renewal Rights to the Company provided that the Company or its Post-closing Subsidiaries continue to provide, agentduring the Restricted Period, consultantreinsurance coverage of such types to third parties; (ii) employ, stockholderoffer to employ or solicit with a view to employment any of the individuals listed or individuals holding positions listed on SCHEDULE 7.01(a)(ii) to this Agreement; or (iii) use or disclose to any Person other than the Company or its Post-closing Subsidiaries, directorany Transferred Business Confidential Information except in connection with the administration of (x) the Reinsurance Agreements, co(y) the Run-partnerOff Business or (z) any retained Liabilities PROVIDED that St. ▇▇▇▇, or its Post-Closing Subsidiaries and their respective directors, officers and agents will disclose Transferred Business Confidential Information only in the ordinary course of business, consistent with past practice including in connection with resolving claims and the purchase of retrocessional coverage and PROVIDED, FURTHER, that St. ▇▇▇▇, its Post-Closing Subsidiaries and their respective directors, officers and agents shall use reasonable efforts to avoid providing Transferred Business Confidential Information to a competitor of the Company under circumstances reasonably likely to materially impair the value of the Renewal Rights; PROVIDED that, in the case of Transferred Business Confidential Information that relates to the Reinsurance Agreements, the Restricted Period shall be indefinite. (b) Notwithstanding any other individual or representative capacityprovision of this Section 7.01 to the contrary, own operate, manage, control, engage in, invest in or participate in neither St. ▇▇▇▇ nor any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in of its Post-closing Subsidiaries is prohibited from: (i) engaging in any line of business in which it is engaged immediately after the samecompletion of the Public Offering and for which Renewal Rights were not transferred hereunder, including, without limitation, the administration of reinsurance contracts with inception dates prior to January 1, 2002 (the "Run-off Business") and the Reinsurance Agreements (but not including any renewals thereof), purchasing reinsurance for its own account, reinsurance business written through St. Paul's Discover Re operation and Lloyd's of London operation and property catastrophe facultative reinsurance business written by St. Paul's CATRisk Property division; (ii) acquiring any Person or, subject to the limitation in (iii) below, any interest in any Person engaged in any line of business except for an acquisition of an interest of more than 49% of any Person that generated 50% or more of its gross revenues, excluding investment income and realized investment gains and losses, in its most recent fiscal year for which financial statements are available, by writing property -26- or casualty reinsurance (a "PERMITTED ACQUIREE"), provided that any Permitted Acquiree may not use any marks, designs, logos, slogans, names, words or letters which include the words "St. ▇▇▇▇", "USF&G" or "F&G" or those that are suggestive or, derivative thereof, or any logo or ▇▇▇▇ identified with "St. ▇▇▇▇", "USF&G" or "F&G" (except as may be required by law) in connection with its reinsurance business, if any, PROVIDED FURTHER, HOWEVER, that St. ▇▇▇▇ and any of its Post-Closing Subsidiaries may acquire an interest of more than 49% of a substantially similarPerson that is not a Permitted Acquiree if St. ▇▇▇▇ or such Post-closing Subsidiary promptly divests the property or casualty reinsurance operations of such Person; or (iii) soliciting, offering, issuing, selling, purchasing or referring any contracts of reinsurance of any type to, from or with any of its Affiliates or engaging in any reinsurance activities in connection with the Run-off Business (other than renewals thereof) or with finite business as that in which is either covered by a Quota Share Retrocession Agreement or which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination its Post-closing Subsidiaries declines to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however;reinsure. (ec) That nothing contained herein During the Restricted Period neither St. ▇▇▇▇ nor any of its Post-closing Subsidiaries shall be construed to prevent Executive from investing in the stock sponsor or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not ownassist, directly or indirectly, in the sponsorship of a newly formed property or casualty reinsurer for so long as St. ▇▇▇▇ continues to own 10% or more than an aggregate of ten percent (10%) of the outstanding Common Shares. (d) Section 7.01(a)(i) and (ii) shall not be binding upon a Post-closing Subsidiary of St. ▇▇▇▇ after the time such Person ceases to be a Post-closing Subsidiary of St. ▇▇▇▇. For avoidance of doubt, Section 7.01(a) also does not apply to any Person which on or after the Closing Date becomes an Affiliate (other than a Post-closing Subsidiary) of St. ▇▇▇▇, including any Person that acquires all or substantially all of the capital stock or securities assets of St. ▇▇▇▇ through merger, consolidation, tender offer, acquisition of assets or otherwise, PROVIDED, HOWEVER, that Section 7.01(a)(ii) and (iii) shall apply to such Person. (e) Transferred Business Confidential Information shall not include information relating to the Transferred Business which is or becomes generally known on a non-confidential basis provided that the source of such corporationinformation was not bound by a confidentiality agreement or other obligation of confidentiality. If St. ▇▇▇▇, any of its Post-closing Subsidiaries or any of their respective directors, officers or agents or any Affiliate of St. ▇▇▇▇ is legally requested or required under an order or subpoena issued by a court, administrative agency or arbitration panel (through oral examination, interrogatories, requests for information or documents, civil investigation demand or other legal, administrative or arbitration processes) to disclose any Transferred Business Confidential Information, St. ▇▇▇▇ shall provide the Company with prompt written notice of the request, requirement, subpoena or order to permit the Company (if it so elects) to seek an appropriate protective order preventing or limiting disclosure. If the Company seeks such an order or takes other steps to avoid or limit disclosure, St. ▇▇▇▇ shall cooperate with the Company at the Company's expense. If, in the absence of such protective order, St. ▇▇▇▇, is compelled to disclose any Transferred Business Confidential Information, St. ▇▇▇▇ ▇▇▇ disclose such Transferred Business Confidential Information without liability hereunder. -27- (f) St. ▇▇▇▇ and its Post-closing Subsidiaries shall treat any Transferred Business Confidential Information with the same degree of care with which it treats its own confidential information. (g) The Company and St. ▇▇▇▇ agree that money damages would not be a sufficient remedy for any breach of this Section 7.01 by St. ▇▇▇▇ or any of its Post-closing Subsidiaries or any of its or such Post-Closing Subsidiaries' directors, officers or agents, and that, in addition to all other remedies, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged The Seller acknowledges that reasonable limits on its ability to engage in the business of the Company; (b) That Executive has occupied a position of trust and confidence activities competitive with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement Purchaser are directly related to the Employment and are necessary warranted to protect the Company’s legitimate business interests; Purchaser's substantial investment in acquiring the Shares, the Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted period commencing with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Closing Date and ending nine on the third anniversary of the Closing Date, Viacom and the Seller shall not, and shall cause their direct and indirect Subsidiaries not to (9) months following Termination subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any other Person, publish or produce textbooks intended for use primarily in instruction in academic institutions of higher learning in the United States (a "Competing Education Business"); provided, however, that the foregoing shall not be breached as provided in Section 11 a result of (a) the ownership or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his other right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notacquire by Viacom or the Seller (or any of their Subsidiaries) of not more than an aggregate of 10% of any class of stock of a Person engaged, directly or indirectly, serve as employeein a Competing Education Business; (b) the acquisition of, agentholding by, consultant, stockholder, director, co-partneroperation of, or disposition by Viacom or the Seller (or any of their Subsidiaries) of an interest in any other individual Person whose primary business is not a Competing Education Business; (c) the licensing or representative capacity, own operate, manage, control, engage in, invest sale of any of the Seller's or its Subsidiaries' intellectual property for use in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association connection with any person, firm, corporation Competing Education Business; (d) any activity relating to the publication of fiction or entity), non-fiction (other than in the subject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or otherwise assist (e) any person activity relating to any book or entity category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to any such book or category. (b) The Seller acknowledges that directly or indirectly engages or proposes reasonable limits on its ability to engage in activities competitive with the Purchaser are warranted to protect the Purchaser's substantial investment in acquiring the Shares, the Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the period commencing with the Closing Date and ending on the third anniversary of the Closing Date, Viacom and the Seller shall not, and shall cause their direct and indirect Subsidiaries not to (subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any other Person, publish or produce (i) textbooks intended for use primarily in instruction in academic institutions of higher learning outside of the same, or a substantially similar, type of business as that in which the Company engages; United States or (ii) any branded series of tutorial reference books in the business computer applications and operating systems categories outside of distribution or sale the United States (a "Competing International Business"); provided, however, that the foregoing shall not be breached as a result of (Aa) products and services distributed, sold the ownership or license other right to acquire by Viacom or the Company at the time Seller (or any of termination; or (Btheir Subsidiaries) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities not more than an aggregate of 10% of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is class of stock of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not ownPerson engaged, directly or indirectly, in a Competing International Business; (b) the acquisition of, holding by, operation of, or disposition by Viacom or the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a Competing International Business; (c) the licensing or sale of any of the Seller's or its Subsidiaries' intellectual property for use in connection with any Competing International Business; (d) any activity relating to the publication of fiction or non-fiction (other than in the subject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or (e) any activity relating to any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to any such book or category. (c) The Seller acknowledges that reasonable limits on its ability to engage in activities competitive with the Purchaser are warranted to protect the Purchaser's substantial investment in acquiring the Shares, the Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the period commencing with the Closing Date and ending on the third anniversary of the Closing Date, the Seller shall not, and shall cause their direct and indirect Subsidiaries not to (subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any other Person, publish or produce any branded series of tutorial reference books in the computer applications and operating systems categories in the United States (a "Competing Computer Business"); provided, however, that the foregoing shall not be breached as a result of (a) the ownership or other right to acquire by the Seller (or any of their Subsidiaries) of not more than an aggregate of ten percent 10% of any class of stock of a Person engaged, directly or indirectly, in a Competing Computer Business; (10%b) the acquisition of, holding by, operation of, or disposition by the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a Competing Computer Business; (c) the outstanding stock licensing or securities sale of any of the Seller's or its Subsidiaries' intellectual property for use in connection with any Competing Computer Business; (d) any activity relating to the publication of fiction or non-fiction (other than in the subject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or (e) any activity relating to any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to any such corporationbook or category." (nn) The following text is hereby inserted immediately following Section 5.13:

Non-Competition. As a condition to, and in consideration of, The Company shall comply with the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as followsfollowing covenants: (a) That Executive is For a period of five (5) years following the Closing, the Company shall not, and will be engaged in shall cause its affiliates not to solicit any Transferring Employees to leave the business employ of Buyer or its affiliates or violate the Company;terms of their contracts, or any employment arrangements, with Buyer or its affiliates, provided, however, that the Company or any of its affiliates may solicit any such employees who are involuntarily discharged by Buyer or its affiliates. (b) That Executive has occupied For a position period of trust and confidence with five (5) years following the Closing (the “Restricted Period”), the Company prior and its affiliates shall continue to have the Effective date and that during such period and right to engage only in the period following (“Acceptable Activities”): (i) continue to engage in the traditional treaty reinsurance brokerage business for current clients operating out of Executive’s Employment under this Agreement, Executive has and will become familiar with Global Risks unit in the Company’s trade secret and with other proprietary and confidential information concerning the CompanyUnited Kingdom; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential place reinsurance arising directly out of its United States advisory practice engaged in consultative services to small and proprietary information; mid-size insurance companies, MGAs/MGUs and program managers; (iii) the fact that after having access to the Company’s technology place reinsurance in connection with its retail and wholesale property and casualty insurance brokerage operations services for pools, captives, MGAs/MGUs and program managers, and other confidential information, Executive could become a competitor of the Company; and alternative risk mechanisms; (iv) the highly competitive nature place reinsurance in connection with its current and future operations outside of the Company’s industry, including United States and the premium that competitors of the Company United Kingdom; (v) place on acquiring proprietary and competitive informationfacultative reinsurance; and (dvi) That place reinsurance which is a part of any acquisition; provided however, the Company shall not make such an acquisition if the acquired company’s annual revenues derived from traditional treaty reinsurance brokerage is more than $10,000,000 and a majority of the acquired company’s annual revenues is derived from traditional reinsurance brokerage; provided further, that the acquired company shall only engage in Acceptable Activities. Provided, however, in no event will the Company engage in the following (the “Prohibited Activities”): (vii) use the name ▇▇▇▇▇▇▇▇▇ Re (or any variant thereof involving the use of the name Gallagher and implying the conduct of reinsurance brokerage business) for any purpose whatsoever during the Restricted Period, including for the avoidance of doubt with respect to the Acceptable Activities; (viii) solicit or accept business of the Treaties; and (ix) for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within of two (2) years following the Closing Date, solicit or accept United States or United Kingdom domiciled traditional treaty ceded reinsurance brokerage business days in excess of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive $10,000,000 in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationceded premium per treaty.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and During the period of Executive’s Employment under this Agreementemployment hereunder and during the period, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement if any, during which payments are directly related required to be made to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended Executive by the Company pursuant to Sections 4(b) or 4(c), the Executive shall not, within any state or foreign jurisdiction in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) which the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors Company or any subsidiary of the Company place on acquiring proprietary and competitive information; and is then providing services or products or marketing its services or products (dor engaged in active discussions to provide such services), or within a fifty (50) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days mile radius of any such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notstate, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in indirectly own any other individual or representative capacity, own operateinterest in, manage, control, engage participate in, invest in consult with, render services for, or participate in any manner inengage in any business engaged in by the Company (unless the Board of Directors shall have authorized such activity and the Company shall have consented thereto in writing). The foregoing sentence shall not prevent Executive from practicing in a law firm which represents a client which performs business engaged in by the Company as long as Executive herself provides no legal services, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage the client which performs business engaged in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company. The term “business engaged in by the Company” shall mean the development and commercialization of autologous fibroblast system technology for application in, anywhere in North America (the “Territory”); The Company acknowledges among other therapies, dermatology, surgical and agrees that the Executive shall have no obligation post-traumatic scarring, skin ulcers, cosmetic surgery, periodontal disease, reconstructive dentistry, vocal chord injuries, urinary incontinence, and digestive and gastroenterological disorders and other applications relating to the Company under this Section 6 market for autologous fibroblast or UMC cells and the five derivative cell lines: osteoblast, chondroblast, fibroblast, adipocyte, and neuroectoderm. Investments in less than five percent of the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or outstanding securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is class of a totally passive nature and does not involve Executive devoting time corporation subject to the management reporting requirements of Section 13 or operations Section 15(d) of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as amended, shall not be prohibited by this Section 5. At the option of Executive, Executive’s obligations under this Section 5 arising after the termination of Executive shall be suspended during any period in effect on which the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate Company fails to pay to her Termination Payments required to be paid to her pursuant to this Agreement. The provisions of ten percent (10%) this Section 5 are subject to the provisions of the outstanding stock or securities Section 14 of such corporationthis Agreement.

Non-Competition. As a condition (a) From and after the Closing, until the fifteenth anniversary of the Closing Date, Seller Parent will not, and Seller Parent will cause its affiliates not to, directly or indirectly, anywhere in the United States (i) engage in, own any interest in, invest in, lend funds to, or provide any management, consulting, financial, administrative or other services to any Competitive Business (as defined below), (ii) solicit, sell or attempt to sell goods and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected services offered by the provisions Business to any facility which is a customer of this Section 6 the Business (or any successor), or (iii) disclose any confidential or non-public information regarding the Business to any third party, except as applied may be required by law. For purposes hereof, a "Competitive Business" means any business that provides the following goods or services to Executive nursing homes, assisted living facilities and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as followslong-term care constituencies: (a) That Executive is pharmaceutical products, (b) pharmacy-related services of a nature currently provided (or being developed with the intention of providing) by Parent, its affiliates or the Business, (c) infusion therapy products and services, (d) respiratory equipment and supplies, and (e) parenteral and enteral nutrition products, wound care products, ostomy and urological supplies, together with all home health care services provided by UPC at its Springfield, Ohio location whether to LTC Customers or others. For a period of one year following the Closing Date, Seller Parent will not, and will cause its affiliates to not solicit, employ or contract with any person who is an employee of the Business (or any successor) and who is hired by Parent or the Purchaser in connection with the transactions contemplated thereby. This covenant not to hire shall not preclude Seller Parent or any of its affiliates from employing any person responding to a general solicitation for employment, provided neither Seller Parent nor any of its affiliates specifically directed the solicitation to such person. Moreover, the noncompetition covenant contained in this Section 4.13(a) shall not be interpreted to prohibit Seller Parent or any affiliate from owning or acquiring securities of any corporation or other business enterprise that may be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreementactivities described in said noncompetition covenants, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the followingprovided that: (i) the substantial timeno affiliate of Seller Parent is an officer, money and effort expended and to be expended by the Company in developing technical designsdirector or employee of, computer program source codesor consultant to, marketing plans and similar confidential information; such corporation or business enterprise, (ii) such securities are held by Seller Parent or any affiliate for investment purposes only and represent in the fact that Executive will be personally entrusted with aggregate less than five percent of the Company’s confidential total equity interests of such corporation or business enterprise and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation are listed on any recognized a national securities exchange or traded are regularly quoted in the over the counter market by one or more members of the National Association of Securities Dealers, Inc. Additionally, this covenant shall not preclude Sellers from continuing to operate the businesses identified in Section 4.13 of the United StatesDisclosure Schedule. The Sellers shall use all reasonable efforts to cause such employees as Parent may designate to sign employment and non-competition agreements on such terms as Parent may reasonably designate. (b) Notwithstanding the foregoing, Seller Parent may acquire a healthcare business which includes business operations in which Seller Parent could not engage consistent with its covenant under Section 4.13(a) above (a "Competitive Operation") or an investment therein, provided that Parent shall have the right to acquire the Competitive Operation portion of such business at its fair market value. Seller Parent shall give Parent notice of such acquisition as promptly as practicable, but only if (i) such investment is in no event later than the execution of a totally passive nature definitive purchase agreement relating thereto. As promptly as practicable Seller Parent and Parent shall attempt to agree on the fair market value of such Competitive Operation and the terms of the acquisition thereof, which shall be reasonable and customary under the circumstances. If they are not able to agree promptly, they shall engage a recognized, national investment banking firm (the "Investment Bank") to resolve such dispute. Parent and Seller Parent will each pay one-half of the fees and expenses of the Investment Bank and shall cooperate with each other and such firm in connection with the matters contemplated by this Section 4.13, including by furnishing such information and access to books, records, personnel and properties as may be reasonably requested. Parent shall have the right, within 30 days of the final determination of such price and terms, to execute a definitive agreement with Seller Parent to implement such acquisition. If Parent does not involve Executive devoting exercise such right, Seller Parent may continue to operate such Competitive Operation for eighteen months, during which time it shall use its reasonable best efforts to divest itself of such Competitive Operation. If, upon the expiration of such 18-month period, Seller Parent has not sold such Competitive Operation, pursuant to the management or operations noncompetition covenants contained herein, Seller Parent shall cease its operation of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationsaid Competitive Operation.

Non-Competition. As a condition toA. Employee is familiar with the business of Company, the commercial and competitive nature of the industry, and with his extraordinary and unique services and abilities which enable him to seek and obtain similar employment in consideration ofthe broadcast industry. Employee recognizes that the value of Company's business would be injured if Employee obtained comparable employment with any of Company's competitors which own broadcast properties within any of the markets in which the Company owns broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. For purposes of this Section 12A, the day before a Change of Control shall be applicable for determining limitations on broadcast markets if this Agreement terminates as a direct or indirect result of the Change of Control; otherwise, the day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee further recognizes that such injury could not be reasonably or adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of this Agreement under either Section 8 or 9, Employee will not, for a period equal to the number of months for which severance benefits are payable to Employee under either Section 8B or 9B(3), but not more than one (1) year (the "Non-Competition Term"), perform services for any other person or entity in any broadcast market in which Company owns any broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Nothing in this Section 12 shall prevent Employee from performing services, during the Non-Competition Term, for any person or entity in broadcast markets in which Company owns no broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Furthermore, this Section 12 shall not prevent Employee from performing services during the Non-Competition Term in broadcast markets in which the acquiring company owns broadcast properties on the day before a Change of Control becomes effective. B. During the Non-Competition Term, Employee shall not either directly or indirectly employ, solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any other employee of Company’s entering into . C. It is understood and agreed that part of the consideration for this non-competition covenant is the employment of Employee by Company and such employment is being made in reliance on this non-competition covenant and the protection it affords from the irreparable injury Company would suffer should Employee compete with or serve a competitor of Company in violation of the provisions of this non-competition covenant. Employee hereby acknowledges and agrees that it is impossible to measure in monetary terms the damages which will accrue to Company by reason of Employee's failure to perform any of his obligations under this non-competition covenant. Accordingly, if Company, or any of its successors or assigns, shall institute an action or proceeding to enforce the provisions of this non-competition covenant, Company shall be entitled to injunctive or other equitable relief, in addition to damages in an action at law, to prevent the failure to perform or other violation of the provisions of this Agreement, . D. Employee acknowledges that he has carefully read and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by considered the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges 12 and agrees that the Executive shall have no obligation restrictions herein contained, including but not limited to the Company under time period and geographical areas of restriction, are fair and reasonable, are common in the broadcast industry, and are reasonably required for the protection of Company. Employee acknowledges that he has had the opportunity to consult with his attorney, and/or agent in connection with this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) 12. E. If at any time all or 11 (e); provided however; (e) That nothing contained herein any part of any provision of this Section 12 shall be construed held to prevent Executive from investing be invalid or unenforceable in any particular jurisdiction or circumstance, such provision shall be enforceable in all other jurisdictions or circumstances and the stock remaining provisions of this Section 12 and this Agreement shall nevertheless continue to be valid and enforceable to the fullest extent permitted by law as though any invalid or securities unenforceable provision had not been included herein. F. If the scope of any competing corporation listed on any recognized national securities exchange or traded restriction contained in the over the counter market in the United Statesthis Section 12 is too broad to permit enforcement of such restriction to its full extent, but only if (i) then such investment is of a totally passive nature and does not involve Executive devoting time restriction shall be enforced to the management or operations of maximum extent permitted by law and Employee hereby consents and agrees that such corporation and Executive is not other wise involved scope may be judicially modified accordingly in the business of any proceeding to enforce such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationrestriction.

Non-Competition. As a condition to, and in consideration of11.1 After the Initial Closing Date, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will Transferor shall not be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior businesses identical or similar to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved those in the business contracts of the Transfer Object and cause its subsidiaries and affiliates to stop operating such businesses; 11.2 After the Initial Closing Date, the Transferor shall not invest to set up any company or other entity engaged in cross-border outsourcing businesses or similar businesses, purchase the equity of such corporation; company or entity or purchase the assets used to operate such businesses; 11.3 After the Initial Closing Date, the Transferor shall take reasonable measures to cause its subsidiaries and affiliates to stop operating cross-border outsourcing businesses or limit such companies to invest in any form of other entity that may be competitive with the Transferor; 11.4 After the Initial Closing Date, if (ii) Executive the Transferor obtains any commercial opportunity of any software business and his associates (other software outsourcing business relating to the customers as listed in Annex 2, or gets any information that may bring the said commercial opportunity, the Transferor shall first provide such term is defined opportunity or information to the Transferee. Before the Transferee waives such opportunity, the Transferor shall not use such opportunity to be engaged in Regulation 14(A) promulgated under any form of business operations; 11.5 After the Securities Exchange Act of 1934Initial Closing Date, as the Transferor shall not use the information relating to software outsourcing business in effect on its possession for any commercial purpose; 11.6 If the Effective Date)Transferor does not perform its obligations in this Article, collectivelythus causing losses to the Transferee, do the Transferor shall timely make sufficient and effective compensation to the Transferee, including, but not ownlimited to, directly or indirectly, more than an aggregate of ten percent (10%) the actual commercial losses of the outstanding stock Transferee arising from Transferor’s default; 11.7 Within 2 years after the Initial Closing Date: without the prior written consent of the Transferee, whether direct or securities indirect, the Transferor shall not employ, engage or recruit any employee of the management and implementation teams of the Transfer Object as listed in Annex 3 and sign a contract with him or her, or solicit, entice or persuade any such corporationemployee to terminate employment relationship with the Transferee or violate employment terms; likewise, without the prior written consent of the Transferor, whether direct or indirect, the Transferee shall not employ, engage or recruit any employee of the Transferor outside the management and implementation teams of the Transfer Object as listed in Annex 3 and sign a contract with him or her, or solicit, entice or persuade any such employee to terminate employment relationship with the Transferor or violate employment terms.

Non-Competition. As a condition toDuring the twenty-four (24)-month period that commences on the Termination Date and ends on the second anniversary of the Termination Date, and the Executive shall not, without the prior consent of the Company, directly or indirectly own, manage, operate, join, control or participate in consideration the ownership, management, operation or control of, the Company’s entering into this Agreement, and giving Executive access or be employed by or otherwise connected in any substantial manner with any business which directly or indirectly competes to certain confidential and proprietary information, which Executive recognizes is valuable to a material extent with any line of business of the Company and, therefore, or its protection and maintenance constitutes a legitimate interest to be protected subsidiaries which was operated by the provisions Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the “over-the-counter market.” The foregoing noncompetition restriction of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($1011(C) other good and valuable consideration, the receipt and sufficiency shall not apply following a Change of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: Control Event if (a) That Executive is and will be engaged the Executive’s employment has been terminated by the Company without Cause within two years following such Change in the business of the Company; Control Event, (b) That the Executive has occupied terminates his/her employment as the result of a position of trust and confidence with the Company prior to the Effective date and that during Constructive Termination within two years following such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; Change in Control Event or (c) That the obligation Company elects, within two years following such Change in Control Event, not to extend the term of employment. The foregoing noncompetition restriction of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth Section 11(C) shall not apply following a Potential Change in this Agreement is based on the followingControl if: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated without Cause within two years following such Potential Change in Control, and such termination is at the request or direction of or pursuant to section 11 (d) or 11 (e)negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive the Executive’s employment is terminated through a Constructive Discharge without Cause within two years following such Potential Change in Control, and his associates (as the circumstances or events which constitute the basis for Executive’s claim of Constructive Discharge occur at the request or direction of, or pursuant to negotiations with, such Person, iii) the Company elects, within two years following such Potential Change in Control, not to extend the term of employment, and such election was at the request or direction of or pursuant to negotiations with such Person; or iv) the Executive’s employment is defined terminated without Cause within two years following such Potential Change in Regulation 14(A) promulgated under the Securities Exchange Act Control and such termination is otherwise in connection with or in anticipation of 1934, as a Change in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationControl which actually occurs.

Non-Competition. As (a) For a condition period of five (5) years from the Closing Date, each Seller agrees that it will not, and each will cause its controlled Affiliates not to, directly or indirectly, engage in the distribution, marketing or selling of Products or providing related inventory management and warehousing services with respect to the Products, in consideration ofeach case to third party customers in the aerospace industry (a “Competing Business”); provided, however, that nothing in this Section 5.11 shall be deemed to limit in any way the conduct of the Excluded Business or the provision of inventory management or warehousing services to third party customers that include Products in addition to other products or services (provided that the Products are provided to such third party customer pursuant to the Supply Agreement) and such activities and businesses shall be excluded from the definition of Competing Business for all purposes related to this Agreement. The restrictions set forth in this Section 5.11(a) shall not be construed to prohibit or restrict any Seller or any of its controlled Affiliates from acquiring any Person or business that engages in any Competing Business provided that (i) the engagement in such Competing Business does not constitute the principal part of the activities of the Person or business to be acquired (based on total revenues expressed in US dollars or calculated in US dollars utilizing the relevant and then applicable current foreign currency exchange rate, of all sales of such Person or business during the consecutive four (4) full calendar quarters immediately preceding the effective date of acquisition of such Person or business), or (ii) if the Competing Business constitutes in excess of 20% of the revenues of the Person or business acquired, or the revenues of such Competing Business are in excess of $50,000,000 per year, Sellers (A) promptly provide written notice to Purchaser after its acquisition of the Competing Business (the “Acquisition Notice”) and (B) subject to Section 5.11(b), use their commercially reasonable best efforts to divest that portion of such Person or business that engages in the Competing Business within 12 months after the later of its acquisition of the Competing Business or the expiration of any effort to sell the Competing Business to the Purchaser under Section 5.11(b). Notwithstanding this Section 5.11(a), if the exclusivity provisions of the Supply Agreement or the Intellectual Property License Agreement are suspended or terminated before the fifth anniversary of the Closing Date, Honeywell or any Seller may engage in any activity necessary to replace the services performed by Purchaser under the Supply Agreement or Intellectual Property License Agreement during such suspension or after such termination. (b) In the event that Sellers are required to divest any Competing Business pursuant to Section 5.11(a), the Company’s entering Acquisition Notice shall constitute an exclusive offer by Sellers to sell such Competing Business to Purchaser at Fair Market Value. Such offer shall remain open and irrevocable until the expiration of 20 Business Days after receipt of such Acquisition Notice (the “Offer Period”). At any time prior to expiration of the Offer Period, Purchaser shall have the right to accept Sellers’ offer by delivering a written notice to Sellers (the “Acceptance Notice”). If Purchaser delivers the Acceptance Notice during the Offer Period, Sellers shall sell the Competing Business to Purchaser at the Fair Market Value on mutually acceptable terms, which terms shall be negotiated in good faith. In the event that (i) Purchaser shall have received an Acquisition Notice from Sellers but Sellers shall not have received an Acceptance Notice prior to expiration of the Offer Period or (ii) Purchaser shall have given an Acceptance Notice to Sellers but shall have failed to purchase the Competing Business within the time frame specified in Section 5.11(a), then nothing in this Section 5.11(b) shall limit the right of Sellers thereafter to sell the Competing Business to a third party. For purposes of this Section 5.11, “Fair Market Value” of the Competing Business shall mean the cash price that an unaffiliated third party would pay to acquire such Competing Business in an arm’s-length transaction, assuming the Sellers are not compelled to divest the Competing Business. To determine the Fair Market Value of such Competing Business, Honeywell and Purchaser shall agree on and designate an investment banking firm of recognized international standing (the “Investment Banking Firm”). The Investment Banking Firm, within 30 days after appointment, shall deliver its final view as to the Fair Market Value of the Competing Business to Honeywell and Purchaser and such final view shall be the price to be paid by the Purchaser for such Competing Business if Purchaser elects to purchase such Competing Business pursuant to Section 5.11(b). Each party shall have the opportunity to share any materials with the Investment Banking Firm containing information regarding the potential Fair Market Value within 21 days after appointment. The Investment Banking Firm shall employ generally accepted valuation methodologies including reviewing precedent transactions in which sellers were not compelled to sell. The Investment Banking Firm shall, among other things, also take into account the value of any applicable tax benefit accruing to the Buyer (if any) as a result of the Transaction as determined by the Investment Banking Firm. The costs and expenses of the Investment Banking Firm shall be shared equally by Honeywell and the Purchaser. (c) Notwithstanding anything to the contrary in this Agreement, the prohibitions in Section 5.11(a) shall not apply to (i) any businesses or operations of Sellers or any of their Subsidiaries which are transferred to any third party after the date hereof, (ii) any Subsidiaries of any Seller the stock of which is transferred to any third party after the date hereof, (iii) any Affiliate of Sellers who becomes an Affiliate as a result of a change of control of Honeywell or (iv) any acquisition of securities by any Seller’s pension trust or similar employee benefit plan investment vehicle, provided that any securities acquired shall be held for investment purposes only and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable such benefit plans comply with the ERISA requirements as to the Company andindependence of investment decisions. (d) Each Seller acknowledges and agrees that the remedy at law for any breach, thereforeor threatened breach, its protection and maintenance constitutes a legitimate interest to be protected by of any of the provisions of this Section 6 as applied 5.11 may be inadequate and, accordingly, each Seller covenants and agrees that Purchaser shall, in addition to Executive any other rights and other employees similarly situated remedies which Purchaser may have at Law, be entitled to Executiveseek equitable relief, including injunctive relief, and for ten ($10) other good and valuable consideration, to the receipt and sufficiency remedy of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business specific performance with respect to any breach or threatened breach of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation provisions of this Agreement Section 5.11, as may be available from any court of competent jurisdiction without the need to post bond or any other security. In addition, Sellers and Purchaser agree that the provisions of this Section 5.11 are directly related to fair and reasonable in light of Purchaser’s plans for the Employment Business and are necessary to protect accomplish the Company’s legitimate business interests; full transfer of the goodwill and other intangible assets contemplated hereby. In the event that any of the provisions of this Section 5.11 shall be determined by any court of competent jurisdiction to be unenforceable for any reason whatsoever, then all other provisions of this Section 5.11 shall remain in full force and effect, and the parties hereto agree that such unenforceable provision may be modified by the court so as to comply with applicable Law and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor provisions of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein 5.11 shall be construed to prevent Executive from investing amended in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationaccordance with said modification.

Non-Competition. As a condition to, and in consideration of10.1 The Executive shall not compete with the Corporation, the Company’s entering into this AgreementParent or any of their Affiliates, and giving Executive access to certain confidential and proprietary informationdirectly or indirectly. He shall not participate in any capacity whatsoever in a business that would directly or indirectly compete with the Corporation, which Executive recognizes the Parent or any of their Affiliates, including, without limitation, as an executive, director, officer, employer, principal, agent, fiduciary, administrator of another's property, associate, independent contractor, franchisor, franchisee, distributor or consultant unless such participation is valuable fully disclosed to the Company and, therefore, its protection Board and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable considerationapproved in writing in advance. In addition, the receipt and sufficiency of which Executive hereby acknowledgesshall not have any interest whatsoever in such an enterprise, Executive acknowledges and hereby agrees including, without limitation, as owner, shareholder, partner, limited partner, lender or silent partner. This noncompetition covenant is limited as follows: (a) That Executive is and will be engaged in As to the business time period, to the duration of the Company;Executive's employment and for a period of one (1) years following the date of termination of his employment; (b) That Executive has occupied a position of trust and confidence with the Company prior As to the Effective date and that geographical area, the territory in which a specific product had been actively exploited by the Corporation, the Parent and/or their Affiliates during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Companyemployment; (c) That As to the obligation nature of the activities, to duties or activities which are identical or substantially similar to those performed or carried on by the Executive at or during Executive’s employment. 10.2 The foregoing stipulation shall nevertheless not prevent the Executive from buying or holding shares or other securities of a corporation or entity other than the Corporation or the Parent whose securities are publicly traded on a recognized stock exchange where the securities so held by the Executive do not represent more than five percent (5%) of the voting shares of such other corporation or entity and do not allow for its control. 10.3 The Executive also undertakes, for the same period and in respect of the same territory referred to hereinabove in subsections 10.1(a), (b) and (c), not to solicit clients or do anything whatsoever to induce or to lead any person to end, in whole or in part, business relations with the Corporation, the Parent or any of their Affiliates. 10.4 The Executive also undertakes, for the same period and in respect of the same territory referred to hereinabove in subsections 10.1(a), (b) and (c), not to induce, attempt to induce or otherwise interfere in the relations which the Corporation, the Parent or any of their Affiliates has with their distributors, suppliers, representatives, agents and other parties with whom any of them deals. 10.5 The Executive also undertakes, for the same period and in respect of the same territory referred to in subsections 10.1(a), (b) and (c), not to induce, attempt to induce or otherwise solicit the personnel of the Corporation, the Parent or their Affiliates to leave their employment with the Corporation, the Parent or any of their Affiliates nor to hire the personnel of the Corporation, the Parent or any of their Affiliates for any enterprise in which the Executive has an interest. 10.6 The Executive acknowledges that the provisions of this Agreement Section 10 are directly related limited as to the Employment time period, the geographic area and are the nature of the activities to what the parties deem necessary to protect the Company’s legitimate business interests; interests of the Corporation, the Parent and that their Affiliates, while allowing the Company’s need for the covenants set forth Executive to earn his living. 10.7 Nothing in this Agreement is based on Section 10 shall operate to reduce or extinguish the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor obligations of the Company; and (iv) Executive arising at law or under this contract which survive at the highly competitive termination of this Agreement in reason of their nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if in particular, without limiting the foregoing, the Executive's duty of loyalty and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United Statesact faithfully, but only if (i) such investment is of a totally passive nature honestly and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationethically.

Non-Competition. As a condition toProvided that the Closing occurs, from and after Closing until the date two (2) years after the Closing Date, Sellers agree that Sellers shall not, and in consideration ofshall cause each of the Sellers’ respective Subsidiaries to not, purchase or acquire (or purchase or acquire the right to purchase, acquire or earn) (a) any Hydrocarbon leases, Hydrocarbon interests, royalty interest, overriding royalty interests, Hydrocarbon interests payable out of production, production payments or any other contractual rights to acquire any of the foregoing interests covering or burdening any lands burdened by the Leases or lands located within one (1) mile of the border of any Lease (all such interests, the Company“Mineral Interests”) or (b) purchase or acquire (or purchase or acquired the right to purchase, acquire or earn) the equity interests in any Person in which any material part of the assets and property of such Person constitutes Mineral Interests and where, after giving effect to such equity acquisition, such Person would constitute a Subsidiary of any Seller. The Parties hereto recognize that, because of the nature and subject matter of this Section 6.9, that it would be impractical and extremely difficult to determine Purchaser’s entering into actual damages in the event of a breach of its obligations under this AgreementSection 6.9. If any Seller commits a breach, and giving Executive access or threatens to certain confidential and proprietary informationcommit a breach, which Executive recognizes is valuable of this Section 6.9, Purchaser shall have the right to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by have the provisions of this Section 6 as applied 6.9 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Sellers that any such breach or threatened breach will cause irreparable injury to Executive Purchaser and other employees similarly situated that an injunction may be issued against the applicable Seller, Knowledge Principal and the Sellers’ respective Subsidiary to Executivestop or prevent any such breach or threatened breach. In the event that an action shall be instituted to specifically enforce any obligations of Seller, the Knowledge Principals or any of the Sellers’ respective Subsidiaries under this Section 6.9, Sellers agree to waive, and for ten ($10) other good and valuable considerationshall cause their Subsidiaries to waive, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive defense that Purchaser has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and an adequate remedy at law. Provided that the Company’s need for Closing occurs, from and after Closing until the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within date two (2) business days years after the Closing Date, Sellers shall exercise commercially reasonable efforts to enforce, and cause any of such Termination all earned base compensationthe Sellers’ existing or future Subsidiaries to enforce, signing bonusthe terms of agreements with their respective employees, incentive compensationindependent contractors, severance payments consultants, representatives and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation agents to the Company under this Section 6 in extent such terms restrict or prohibit the event that the Executive’s employment is terminated pursuant to section 11 (d) direct or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities indirect acquisition of any competing corporation listed on Mineral Interests by any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationPerson.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access agrees to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence comply with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the non-competition covenants set forth in this Section 10.1. Executive may at any time waive his right to receive Severance Compensation (including during the period that he is receiving Severance Compensation) by notifying ATA in writing of such waiver, at which point Executive will no longer be entitled to receive any further Severance Compensation and Executive will no longer be bound by the non-competition covenants set forth in Section 10.1 of this Agreement. If Executive violates any of the non-competition covenants set forth in Section 10.1 of this Agreement, Executive will not be entitled to payment of any further Severance Compensation. (a) During the term of Executive’s employment with the Companies under this Agreement and thereafter during the period that Executive is based on actually receiving Severance Compensation after the following: termination of such employment (i) the substantial time"Post-Termination Period"), money and effort expended and Executive will not own, manage, operate, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor or any other type of participant), or use or permit Executive’s name to be expended by used in, any business which competes with any Business (as defined below). For purposes of clarity, if this Agreement terminates and Executive is not to receive Severance Compensation following such termination, the Company non-competition covenants in developing technical designsthis Section 10.1 shall no longer be in effect. Further, computer program source codesif following a termination of this Agreement Executive is to be receiving Severance Compensation but the Companies default in its payment following ten (10) days' written notice to the Companies from Executive, marketing plans the non-competition covenants in this Section 10.1 shall expire and similar confidential information; shall no longer be in effect. (iib) During Executive’s employment under this Agreement and thereafter during the fact that Post-Termination Period, Executive will not within the Restricted Geographic Territory own, manage, operate, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor or any other type of participant), or use or permit Executive’s name to be personally entrusted used in, any business which competes with any Business. The parties acknowledge and agree that the CompanyBusiness is generally located at least within the Restricted Geographic Territory, extends throughout the Restricted Geographic Territory and is not limited to any particular region of the Restricted Geographic Territory. (c) During Executive’s confidential employment under this Agreement and proprietary information; (iii) thereafter during the fact that after having access to the Company’s technology and other confidential informationPost-Termination Period, Executive could become a competitor will not within the Restricted Geographic Territory own, manage, operate, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor or any other type of participant), or use or permit Executive’s name to be used in, any business which competes with any Business, as such Business existed during Executive’s employment with ATA and as of the Company; and (iv) the highly competitive nature termination of the CompanyExecutive’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; andemployment with ATA. (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive During Executive’s employment under this agreement Agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensationthereafter during the Post-Termination Period, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notnot within the Restricted Geographic Territory own, directly manage, operate, control, invest in, lend to, acquire an interest in, or indirectly, serve otherwise engage or participate in (whether as an employee, agentindependent contractor, consultant, stockholder, director, co-partner, shareholder, joint venturer, investor or in any other individual type of participant) or representative capacity, own operate, manage, control, engage use or permit Executive’s name to be used in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association business which competes with any person, firm, corporation charter or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business scheduled service commercial air carrier routes flown by ATA as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the such existed during Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however;with ATA and as of the termination of Executive’s employment with ATA. (e) That nothing contained herein shall be construed to prevent Notwithstanding the provisions of Sections 10.1(a), 10.1(b), 10.1(c), and 10.1(d) hereof, the parties agree that Executive is not prohibited from investing in the stock or owning for investment purposes securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) public company provided such investment is of a totally passive nature and ownership does not involve Executive devoting time to the management or operations exceed five percent (5%) of any class of securities of such corporation and Executive is not other wise involved in public company. (f) Notwithstanding the business provisions of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective DateSections 10.1(a), collectively10.1(b), do not own10.1(c), directly and 10.1(d) hereof, the parties agree that during the Post-Termination Period, Executive may be employed by or indirectlyrender services to Southwest Airlines Co. or any of its subsidiaries, more than an aggregate of without limitation, and also to any entity that owns at least ten percent (10%) of one of the outstanding stock Companies, if Executive’s principal function for such entity is to assist in monitoring, and counseling such entity with respect to, its investment in both or securities either of the Companies. (g) For purposes of this Agreement, the term “Business” means, collectively, the sale or provision of air carrier services certified by the Federal Aviation Association (“FAA”) or United States Department of Transportation (“DOT”), non-military charter and air taxi services, military charter services to the United States’ military, cargo services, wet leasing or any other business conducted by either of the Companies as such business existed at any time during Executive’s employment with either of the Companies and as of the termination of such corporationemployment. For purposes of this Agreement, the term “Restricted Geographic Territory” means (i) the geographic area of the continental United States plus the State of Hawaii plus any geographic area within a 100-mile radius of any destination in the world to which ATA has flown commercial airline passengers at any time during Executive’s employment with either of the Companies; (ii) the geographic area of the continental United States, plus the State of Hawaii, plus any geographic area within a 50-mile radius of any destination in the world to which ATA has flown United States’ military charters at any time during the Executive’s employment with either of the Companies; and (iii) any additional geographic areas in which either of the Companies sold or solicited or marketed the sale of any aspect of its Business at any time during Executive’s employment with either of the Companies.

Non-Competition. As a condition to, In consideration of the benefits of this Agreement to Leucadia and in consideration of, the Company’s entering order to induce Buyer and Buyer Subsidiary to enter into this Agreement, Leucadia hereby covenants and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes agrees that for a legitimate interest to be protected by the provisions period of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is three years following the Closing Date neither Leucadia nor any of its affiliates under actual control of Leucadia shall commence selling any variable annuity contracts or variable life insurance policies in the United States and (b) ten years following the Closing Date, neither Leucadia nor any of its affiliates under actual control of Leucadia will be enter into any form of a marketing and solicitation agreement with S▇▇▇▇▇▇ ▇▇▇▇▇▇ Investments, Inc., S▇▇▇▇▇▇ Fund Distributors, Inc., S▇▇▇▇▇▇ Variable Life Investment Fund, or any successor thereto for the sale of variable annuity products and variable life insurance products. Notwithstanding the foregoing, Leucadia retains the right to acquire insurance companies that are not engaged primarily in the business of offering variable annuity contracts or variable life insurance policies. Leucadia specifically agrees that this covenant is an integral part of the Company; (b) That Executive has occupied a position inducement of trust and confidence with the Company prior Buyer to the Effective date enter into this Agreement and that during such period Buyer (or its successor assigns) shall be entitled to injunctive relief in addition to all other legal and the period equitable rights and remedies available to it in connection with a breach by Leucadia or any of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation its affiliates of any provision of this Agreement are directly related to Section 8.1 and that, notwithstanding the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth foregoing, no right, power or remedy conferred upon or reserved or exercised by Buyer in this Agreement Section 8.1 is based on the following: (i) the substantial time, money and effort expended and intended to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor exclusive of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual right, power or representative capacityremedy, own operateeach and every one of which (now or hereafter existing at law, managein equity, control, engage in, invest in by status or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (iotherwise) the same, or a substantially similar, type shall be cumulative and concurrent. Each of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products Leucadia and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and Buyer agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that either the Executive’s employment length of time or area set forth herein is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein deemed too restrictive by any governmental entity of competent jurisdiction, the covenants and agreements in this Section 8.1 shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) enforceable for such investment is of a totally passive nature time and does not involve Executive devoting time to the management or operations of within such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (geographical area as such term is defined in Regulation 14(A) promulgated governmental entity may deem reasonable under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationcircumstances.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is Seller agrees that for the period from the Closing Date until the second anniversary of the date Seller owns less than 50% of the Common Shares they own as of the Closing (the “Non-Competition Period”) they shall not and will be engaged shall cause the Non-Company Affiliates not to, engage in the business Business, as conducted as of the Company;date hereof, in the Restricted Areas (each, a “Competitive Activity”); provided that, the foregoing shall not prohibit Seller or any of its Affiliates from collectively owning (i) the Common Shares or other equity interests in the Company (or any successor entity) or participating in the management of the Company and the Company Subsidiaries pursuant to this Agreement and the Ancillary Agreements or (ii) up to an aggregate of five percent of the outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity (a “Competing Person”) so long as neither Seller nor any of its Affiliates has any participation in the management (excluding directorships or substantially similar positions) of such Competing Person. (b) That Executive has occupied a position of trust and confidence with the Company prior Notwithstanding anything to the Effective date and that during such period and contrary in the period of Executive’s Employment under foregoing, nothing in this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company;Section 8.1 shall: (cA) That prevent Seller or any of its Affiliates from making a bona fide sale or divestiture of any or all of its assets or businesses to any Person that is not an Affiliate of such Seller, and such Person shall in no way be bound by the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants restrictions set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; andSection 8.1; (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at prohibit Seller or any of its Affiliates from acquiring the time whole or any part of Termination a Person or business which engages in any Competitive Activity or the whole or any part of a business which includes any Competitive Activity; provided, that, where such Competitive Activities of such Person or business represent greater than 30% of the revenues of such Person or business acquired as set out in the latest available annual financial statements of that Person or business, Seller and/or its Affiliates shall be required to be distributeduse its commercially reasonable efforts to divest such Person, sold business or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation portion thereof to the Company under this Section 6 extent engaging in such Competitive Activity within 18 months after the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided howeverconsummation of such acquisition; (eC) That nothing contained herein shall be construed to prevent Executive prohibit Seller or any of its Affiliates from investing acquiring a Minority Investment in a Person or business which engages in, or includes, any Competitive Activity. As used in this Agreement, the stock term “Minority Investment” means any minority equity investment by Seller or securities any of its Affiliates in any competing corporation listed on Person in which Seller and any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934Seller’s Affiliates, as in effect on the Effective Date)applicable, collectively, do not own, directly or indirectly, more collectively hold less than an aggregate of ten percent (10%) 20% of the outstanding stock voting securities or securities similar equity interests of such corporation.Person entitled to elect the board of directors (or similar governing body) of such Person;

Non-Competition. As a condition to, and in In consideration of, of the Company’s entering into this Agreementpromise to disclose, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, thereforedisclosure of, its protection Confidential Information and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable considerationconsideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby acknowledgesagrees and covenants that: Until the end of the Salary Continuation Period, defined above in Section 1(d)(i) (the “Restricted Period”), Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged shall not, anywhere in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notRestricted Territory, directly or indirectly, serve engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) the “Restricted Territory” shall mean the United States of America and any other country in the world where the Company or any Affiliate is providing or supplying, or is planning to provide or supply, goods or services and in or concerning which, during the course of Executive’s employment, Executive or any employee under Executive’s direct supervision performed material duties for the Company or Affiliate; (ii) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in the Restricted Territory of a kind being conducted by the Company or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any time thereafter; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, consultantpartner, stockholderadvisor, director, co-partnerlender, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association capacity with any personindividual, firmpartnership, corporation or entity)other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, or otherwise assist any person or entity that directly or indirectly engages or proposes to engage Executive may make and retain investments during the Restricted Period, for investment purposes only, in (i) less than five percent of the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the outstanding capital stock or securities of any competing publicly-traded corporation listed on any recognized national securities exchange or traded engaged in the over the counter market in the United States, but only a Competitive Activity if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations stock of such corporation and is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of otherwise affiliated with such corporation.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Association for a period of one (1) year following such termination in any city, town or county in which the Executive's normal business office is located and will be engaged in the business Association has an office or has filed an application for regulatory approval to establish an office, determined as of the Company; (b) That effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive has occupied a position of trust and confidence with the Company prior to the Effective date and agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the period depository, lending or other business activities of the Association. The parties hereto, recognizing that irreparable injury will result to the Association, its business and property in the event of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation 's breach of this Agreement are directly related Subsection 10(a) agree that in the event of any such breach by Executive, the Association, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Association from pursuing any other remedies available to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need Association for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industrysuch breach or threatened breach, including the premium recovery of damages from Executive. (b) Executive recognizes and acknowledges that competitors the knowledge of the Company place on acquiring proprietary business activities and competitive information; and (d) That plans for business activities of the Association and affiliates thereof, as it may exist from time to time, is a period commencing on valuable, special and unique asset of the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursementthe Association. Executive will not, directly during or indirectlyafter the term of his employment, serve as employeedisclose any knowledge of the past, agentpresent, consultant, stockholder, director, co-partner, planned or in any other individual considered business activities of the Association or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with affiliates thereof to any person, firm, corporation or entity)corporation, or otherwise assist other entity for any person reason or entity that directly purpose whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or indirectly engages ideas which are not solely and exclusively derived from the business plans and activities of the Association. Further, Executive may disclose information regarding the business activities of the Association to the OTS and the Federal Deposit Insurance Corporation ("FDIC") pursuant to a formal regulatory request. In the event of a breach or proposes threatened breach by Executive of the provisions of this Section, the Association will be entitled to engage an injunction restraining Executive from disclosing, in (i) whole or in part, the sameknowledge of the past, present, planned or considered business activities of the Association or affiliates thereof, or a substantially similarfrom rendering any services to any person, type of business as that firm, corporation, other entity to whom such knowledge, in which the Company engages; whole or (ii) the business of distribution in part, has been disclosed or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination is threatened to be distributed, sold or licensed by disclosed. Nothing herein will be construed as prohibiting the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation Association from pursuing any other remedies available to the Company under this Section 6 in Association for such breach or threatened breach, including the event that the recovery of damages from Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That The Executive is agrees that his services hereunder are of a special character, and will be engaged his position with the Company places him in a position of confidence and trust with the business customers and employees of the Company; (b) That . The Executive has occupied a position of trust and confidence with the Company prior to agree that in the Effective date and that during such period and course of employment hereunder, the period of Executive’s Employment under this Agreement, Executive has and will become familiar continue to develop a personal acquaintanceship and relationship with the Company’s trade secret 's customers, and with other proprietary a knowledge of those customers' affairs and confidential information concerning requirements which may constitute the Company; (c) That the obligation of this Agreement are directly related to the Employment 's primary or only contact with such customers. The Executive consequently agrees that it is reasonable and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor protection of the Company; goodwill and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors business of the Company place on acquiring proprietary that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the Company's employ and competitive information; and (d) That for a period commencing on of 2 years thereafter the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, without the prior written consent of the Company, either directly or indirectly, serve or in any capacity whether as a promoter proprietor, partner, joint venturer, employee, agent, consultant, stockholder, director, co-partnerofficer, manager, shareholder (except as a shareholder holding less than Five Percent (5%) of a publicly traded company's issued and outstanding capital stock, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner inotherwise) work for, act as a consultant to or advisor to, render own any interest in any direct competitor of the Company which operates in or provides services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) essentially the samesame as the Company. For purposes hereof a Direct Competitor is a business, or a substantially similardivision of a business, type which is engaged in providing discount dining or restaurant services, whether through use of business barter, trade credits, scrip or similar items or printing, selling, distributing or soliciting of a charge card for discount services and activities or promoting a charge card or providing services the same as or similar to that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license offered by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); Network. The Company acknowledges and Executive further agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) he will not solicit, entice, induce or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United Statespersuade, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, either directly or indirectly, more than an aggregate of ten percent (10%) any employee or customer of the outstanding stock Company to alter, terminate or securities refrain from extending or renewing any contractual or other relationship with the Company, or commence a similar or substantially similar relationship with the Executive or any direct competitor of such corporationthe Company. (b) As used in this paragraph 10, the term "Company" and "Network" shall include subsidiaries of the Company and Network, the term "customer" shall mean.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to that his duties will entail the receipt of Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company and, therefore, its protection at substantial cost and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive constitute valuable and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business unique property of the Company; (b) That . Accordingly, the Executive has occupied acknowledges that protection of Trade Secrets and Confidential Information is a position of trust and confidence legitimate business interest. Executive agrees not to compete with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment Term and are necessary to protect for a reasonable and limited period thereafter. Therefore, during the Company’s legitimate business interests; Employment Term and that during the Company’s need applicable Continuation Period thereafter (or, in the event of as termination for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended Cause by the Company in developing technical designsor without Good Reason by the Executive, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within of two (2) business days years following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive Competing Business in any waive his right to all earned based compensationmanner, incentive compensationincluding, signing bonuswithout limitation, severance payments and business expenses reimbursement. Executive will notas owner, directly or indirectly, serve as employee, agent, consultant, stockholderpartner, director, co-partnertrustee, or in any other individual or representative capacityofficer, own operateemployee, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor tothereof. If the Executive shall breach the covenants contained in this Non-Competition provision, render services for (alone the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in association with equity. In addition, the Executive acknowledges that any personsuch breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, firmincluding entry of a temporary restraining order in state or federal court, corporation or entity)preliminary and permanent injunctive relief against activities in violation of this Section 6, or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the sameboth, or a substantially similarother appropriate judicial remedy, type of business as that writ or order, in addition to any damages and legal expenses which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination may be legally entitled to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company recover. Executive acknowledges and agrees that the Executive shall have no obligation to the Company under covenants in this Section 6 in shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the event Company and Executive, and that the Executive’s employment is terminated pursuant existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to section 11 the enforcement by the Company of such covenants. The provisions of this subsection (d) or 11 (e); provided however; (e) That nothing contained herein shall not be construed applicable to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in terminated from employment without Cause or the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationresigns from employment for Good Reason.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into (a) Upon any termination of Executive's employment hereunder pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Institution or its Subsidiaries for a period of one (1) year following such termination in the county in which the Institution's executive office is located as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and giving within said location, Executive access shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Institution or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to certain confidential the Institution or its Subsidiaries, its business and proprietary informationproperty in the event of Executive's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, which the Institution or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Institution or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Institution or its Subsidiaries from pursuing any other remedies available to the Institution or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Institution and its Subsidiaries as it may exist from time to time, is valuable a valuable, special and unique asset of the business of the Institution and its Subsidiaries. Executive will not, during or after the term of Executive's employment, disclose any knowledge of the past, present, planned or considered business activities of the Institution and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Company andBoard of Directors or required by law. Notwithstanding the foregoing, thereforeExecutive may disclose any knowledge of banking, its protection financial and/or economic principles, concepts or ideas which are not solely and maintenance constitutes exclusively derived from the business plans and activities of the Institution. In the event of a legitimate interest to be protected breach or threatened breach by the Executive of the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and Institution will be engaged entitled to an injunction restraining Executive from disclosing, in whole or in part, the business knowledge of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreementpast, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate present, planned or considered business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor activities of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) Institution or 11 (c) and, if and only if, Company has paid in immediately available funds its Subsidiaries or from rendering any services to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity)corporation, or otherwise assist any person other entity to whom such knowledge, in whole or entity that directly in part, has been disclosed or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination is threatened to be distributed, sold or licensed by disclosed. Nothing herein will be construed as prohibiting the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation Institution from pursuing any other remedies available to the Company under this Section 6 in Institution for such breach or threatened breach, including the event that the recovery of damages from Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby Participant agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on of 12 months from the Effective Date and ending nine date of the termination of Participant’s employment (9) months following “Termination as provided in Section 11 Date”), Participant shall not, anywhere within the Territory (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notdefined below), directly or indirectly, serve acting individually or as an owner, shareholder, partner, employee, agentcontractor, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), agent or otherwise assist any person (other than on behalf of an Atlas Affiliate): (a) provide services that are the same as or entity similar in function or purpose to the services Participant provided to the Atlas Affiliate(s) during the last two years of employment (the “Look Back Period”) or such services that directly are otherwise likely or indirectly engages probable to result in the use or proposes disclosure of Confidential Information to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) whose products and services distributed, sold include those aspects of the Business regarding which Participant had material involvement or license by received Confidential Information about during the Company at the time of termination; or Look Back Period (B) such products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the being “TerritoryCompeting Products and Services” and such business being a “Restricted Business”); The Company acknowledges and agrees that and/or (b) own, receive or purchase a financial interest in, make a loan to, or make a monetary gift in support of, any such Restricted Business. Notwithstanding the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United Statesforegoing prohibited conduct, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not Participant may own, directly or indirectly, more than solely as an aggregate of ten percent (10%) of the outstanding stock or investment, securities of such corporationany business traded on any national securities exchange. Nothing herein shall be construed to prohibit Participant’s employment in a separately operated subsidiary or other business unit of a company that would not be a Restricted Business but for common ownership with a Restricted Business, so long as written assurances regarding the non-competitive nature of Participant’s position that are satisfactory to the Company and have been provided by Participant and the new employer in advance. “Territory” shall be defined as any area in the United States where any Atlas Affiliate has an office or conducts business on a regular basis or has planned to conduct business on a regular basis at any time during the 12 months prior to termination. In the event that the covenants and restrictions of this provision are in conflict with any other employment related document executed by Participant, then this Agreement controls and supersedes all other documents for purposes of this clause.

Non-Competition. As The Employee agrees that, except as otherwise provided herein, during the Employment and for a condition toperiod of two (2) years after the applicable Termination Date Employee will not directly or indirectly, whether or not for compensation and whether or not as an employee, be engaged in consideration ofor have any impermissible financial interest in any business that is engaged in the merchandising, manufacturing, distribution or marketing of men's casual pants, shorts or jeans (a "competing business") within the territory consisting of The United States of America, the Company’s entering into United Kingdom and Australia. For purpose of this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest Employee shall not be deemed to be protected engaged in a competing business if Employee is employed by a division or subsidiary or similar business unit of a company or other business entity that would otherwise be deemed a competing business so long as the division, subsidiary or similar business unit by which the Employee is employed is accounted for as a separate profit center and does not engage in a competing business, and Employee's ownership interest, if any, is not an impermissible financial interest. For purposes of this Agreement, the Employee shall be deemed to be engaged in a competing business if Employee is an employee, officer, director, partner or consultant of such competing business or has an impermissible financial interest therein. For purposes of this Agreement, the Employee shall be deemed to have an impermissible financial interest in competing business if Employee is a partner or shareholder directly or indirectly, therein, except as provided hereafter. Employee shall not be deemed to have an impermissible financial interest in any competing publicly traded or privately held business so long as Employee owns less than five percent (5%) of any class of securities of such publicly traded or privately held company and is not an officer, director, partner, employee or consultant thereto, except as to holding an office or being an employee, as otherwise provided in the "employed by a division . . ." sentence above. The provisions of this Section 6 as applied to Executive and 7(B) shall survive the expiration or other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency termination of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need except for the covenants a termination for Disability as set forth in this Agreement is based on the following: (iSection 5(C) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become or a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That termination for a period commencing on the Effective Date and ending nine (9) months following Termination Business Reason as provided set forth in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity5(A)(iv), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation.

Non-Competition. As Company Parent agrees that neither it nor any of its Subsidiaries shall, for a condition toperiod of three (3) years after the Closing Date, compete directly or indirectly with Newco or Newco Parent and its Subsidiaries (including, without limitation, by seeking business opportunities, responding to requests for bids or other proposals, and by performing contracts) for revenue producing service contracts with state and local government agencies in consideration ofthe state and local government markets (which shall refer to vertical lines of business and not geographic areas) in which the Company and Newco Parent's Subsidiaries are actively engaged in business as of the Closing Date; provided, the Company’s entering into this Agreementhowever, that such restriction shall not apply, and giving Executive access Company Parent and its Subsidiaries shall be free at all times to certain confidential pursue and proprietary informationperform any and all of the following contracts secured before, which Executive recognizes is valuable to during and after the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as followsaforementioned restriction period: (a) That Executive is Contracts and will be engaged business in the business of the Companyhealth-related, transportation, law enforcement and public safety markets pursued by Company Parent's Subsidiaries, AdvanceMed Corporation, DynRide LLC, DynCorp Information and Enterprise Technology, Inc. and DynCorp Information Systems, respectively; (b) That Executive has occupied Any and all business that is conducted by Company Parent or any of its Subsidiaries under or in connection with, or as an outgrowth of, any federal government contract regardless of when awarded to Company Parent or a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the CompanySubsidiary; (c) That Any and all business that is conducted by Company Parent or any of its Subsidiaries under any non-federal government contract that is in effect as of the obligation of this Agreement Closing Date (other than contracts that are directly related currently being performed, or are presently contemplated to the Employment and are necessary to protect be performed, by the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and); (d) That for a period commencing on Any and all business that is conducted at any time by any business or entity that may be acquired by Company Parent or any of its Subsidiaries, so long as the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days aggregate revenue of such Termination all earned base compensationbusiness or entity from contracts with state and local governments does not exceed, signing bonusin the year of acquisition, incentive compensation, severance payments more than the lesser of 15% of total annual revenue of such acquired business or entity or $7,500,000; (e) Any and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement that is conducted by an Affiliate of Company Parent that is not a Subsidiary consolidated with Company Parent (or its parent) for financial reporting purposes; (f) Any and all business that is conducted by (i) any Subsidiary of Company Parent subsequent to Executive. In no event does Executive in Company Parent's complete divestiture of such Subsidiary or (ii) any waive his right to non-affiliated third party that purchases any portion of Company Parent's or any of its Subsidiaries' business; (g) Any and all earned based compensationbusiness under contracts or proposals of any Subsidiary of Company Parent (other than the Company) outstanding as of the Closing Date with other than state and local government agencies, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notbut for services ultimately beneficial, directly or indirectly, serve as employeeto a state or local government; (h) Contracts to provide information technology desk top or "seat" management hardware and services to a state or local government agency if, agentafter reasonable notice of the opportunity by Company Parent or a Subsidiary to Newco or Newco Parent, consultant, stockholder, director, co-partner, Newco or in any other individual Newco Parent has failed to actively seek or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in pursue such opportunity; and (i) Investments in any business that may be involved in providing services to state and local government agencies so long as the same, or a substantially similar, type securities of business as that such businesses are publicly traded and the aggregate investment by Company Parent does not exceed 1% of the total outstanding securities in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationmade.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to that his duties will entail the receipt of Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company and, therefore, its protection at substantial cost and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive constitute valuable and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business unique property of the Company; (b) That . Accordingly, the Executive has occupied acknowledges that protection of Trade Secrets and Confidential Information is a position of trust and confidence legitimate business interest. Executive agrees not to compete with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment Term and are necessary to protect for a reasonable and limited period thereafter. Therefore, during the Company’s legitimate business interests; Employment Term and that during the Company’s need applicable Continuation Period thereafter (or, in the event of as termination for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended Cause by the Company in developing technical designsor without Good Reason by the Executive, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within of two (2) business days years following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive Competing Business in any waive his right to all earned based compensationmanner, incentive compensationincluding, signing bonuswithout limitation, severance payments and business expenses reimbursement. Executive will notas owner, directly or indirectly, serve as employee, agent, consultant, stockholderpartner, director, co-partnertrustee, or in any other individual or representative capacityofficer, own operateemployee, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor tothereof. If the Executive shall breach the covenants contained in this Non-Competition provision, render services for (alone the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in association with equity. In addition, the Executive acknowledges that any personsuch breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, firmincluding entry of a temporary restraining order in state or federal court, corporation or entity)preliminary and permanent injunctive relief against activities in violation of this Section 6, or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the sameboth, or a substantially similarother appropriate judicial remedy, type of business as that writ or order, in addition to any damages and legal expenses which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination may be legally entitled to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company recover. Executive acknowledges and agrees that the Executive shall have no obligation to the Company under covenants in this Section 6 in shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the event Company and Executive, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants. The provisions of this subsection (d) shall not be applicable to Executive if (i) Executive is terminated from employment without Cause, (ii) the Executive resigns from employment for Good Reason, or (iii) the Company elects not to renew the Executive’s employment is terminated pursuant following the end of the Term with compensation and benefits not materially less advantageous to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent the Executive from investing than those set forth in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United Statesthis Agreement, but only if (i) such investment the Executive is willing and able to enter into a renewal of a totally passive nature this Agreement with compensation and does benefits not involve Executive devoting time materially less advantageous to the management or operations of such corporation and Executive is not other wise involved than those set forth in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationthis Agreement.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and During the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based beginning on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Closing Date and ending nine on the third (93rd) months following Termination as provided in Section 11 anniversary of the Closing Date (athe “Non-Competition Period”), neither Seller nor Seller Parent or any of their respective Subsidiaries (collectively, the “Restricted Entities”) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notshall, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage inown, invest in or participate operate an electronic communication network, electronic market or matching platform, aggregation service or third party liquidity management service in the institutional foreign exchange (“FX”) market (including, for the avoidance of doubt, for financial institutions or retail brokers and with respect to FX spots, swaps, futures, non-deliverable forwards or spot metals) (any manner inof the foregoing, act as consultant a “Competing Business”); provided, however, that Seller may do each of the following without Seller or advisor to, render services for (alone or any Affiliate of Seller being deemed to be in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in violation of this Section 7.7(a): (i) the same, own or a substantially similar, type of business hold as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination principal up to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding securities of any entity (provided that Seller Parent or an Affiliate of Seller Parent does not otherwise control the business or affairs of such entity), hold or exercise rights of ownership with respect to any security in any amount in a fiduciary capacity for the benefit of an unaffiliated third party or make markets in any security; (ii) merge, consolidate or otherwise engage in a business combination with, or sell all or substantially all of its assets or businesses to, any Person that is not an Affiliate of Seller Parent with an existing Competing Business and continue to operate such existing Competing Business; provided that members of Seller’s board of directors do not constitute fifty percent (50%) or more of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded parent company) and that Seller’s shareholders immediately prior to consummation of such transaction do not immediately after consummation of such transaction own fifty percent (50%) or more of the outstanding capital stock or securities other equity interests of the surviving entity of such corporationtransaction (or of its publicly traded parent company); and, upon the consummation of such a permitted transaction, the Non-Competition Period and the prohibitions of this Section 7.7 shall immediately terminate and be of no further effect; (iii) purchase or acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) any entity with an existing Competing Business and continue to operate such existing Competing Business; provided that if the consolidated revenue of such Competing Business for the twelve (12) month period ending on the date of the consummation of such purchase or acquisition is greater than fifteen percent (15%) of such acquired entity’s total revenue over the same period, Seller then shall commence as promptly as practicable a process to sell such Competing Business to an unaffiliated third party and shall use reasonable best efforts to complete such sale within nine (9) months after the consummation of such purchase or acquisition; (iv) own or hold equity interests in Purchaser or its Affiliates; and (v) provide liquidity (A) on FX electronic communications networks, matching platforms, electronic markets, aggregation services, third party liquidity management services or any other platform or (B) directly to customers (including financial institutions and retail brokers) in FX spots, swaps, futures, non-deliverable forwards, spot metals or any other product.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, A. Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) recognizes the highly competitive nature of the Company’s industry, including the premium that competitors busi-ness of the Company place on acquiring proprietary and competitive information; and that he provides essential and unique services to the Company. Accordingly, despite that the terms contained herein may limit Executive's ability to engage in certain business pursuits during the Restricted Period (das defined below), Executive hereby agrees as follows: During the Term and for the period ending three years following the termination of the Term and Executive's employment with the Company for any reason other than an involuntary termination without Cause or a voluntary resignation by Executive, each within one (1) That for year of a period commencing on Change of Control (as defined herein) of the Effective Date and ending nine Company (9) months following Termination as provided in Section 11 (a) or 11 (c) andthe "Restricted Period"), if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly whether on Executive's own behalf or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, on behalf of or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association conjunction with any person, firm, partnership, joint venture, association, corporation or entity)other business organization, entity or enterprise whatsoever ("Person"): (I) become an officer, director, joint venturer, employee, agent, consultant or five percent (5%) or more shareholder (either directly or indirectly) of, or otherwise promote, provide services to or assist in any way, any person or entity that which directly competes with any business of the Company or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type any of business as that its affiliates in which the Company engages; or (ii) such affiliates are engaged as of the business date of distribution or sale Executive's termination of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by employment with the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed which constitutes, on any recognized national securities exchange or traded in the over the counter market in the United Statesa consolidated basis, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of at least ten percent (10%) of the outstanding stock Company's revenues (hereinafter, engage in a "Competing Business"). Executive acknowledges that such restriction may limit his ability to engage in certain business pursuits during the Restricted Period, but also acknowledges that the Company has provided significantly higher remuneration and benefits from the Company, as provided herein, than that which he otherwise would have received to adequately compensate him for such restriction. Executive has had an opportunity to consult with an attorney with respect to these restrictions; (II) interfere with, or securities attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members or investors of the Company. B. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Paragraph 10 to be reasonable, if a final determination is made by an arbitrator or arbitrators, or by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such corporationmaximum time and terri-tory and to such maximum extent as such court may judicially d▇▇▇▇▇▇▇▇ ▇r indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restric-tion contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. As a condition toIn view of the fact that any activity of TBI in violation of the terms hereof would adversely affect Jutvision and its subsidiaries, and in consideration ofto preserve the goodwill associated with Jutvision's business, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable TBI hereby agrees to the Company and, therefore, following restrictions on its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and activities: 11.1. TBI hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation term of this Agreement are directly related to and during the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date date this Agreement is terminated for any reason and ending nine on the date which is the third anniversary of the date thereof (9) months following Termination as provided in Section 11 (a) or 11 (c) andthe "Non-compete Period"), if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive TBI will not, without the express written consent of Jutvision, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partnerengage in any activity which is competitive with any of the Virtual Tour Business Activities currently conducted or offered by Jutvision, or in any other individual its subsidiaries or representative capacityaffiliates, own operateor currently proposed to be conducted or offered by Jutvision, manageor its subsidiaries or affiliates, controlor such by-product business, engage inactivities, invest in products or participate in any manner inservices. For the purposes of this Section 11.1, act "by-product" business, activities, products or services shall refer to those business, activities, products or services that are created, or which the opportunity for is created, directly through the provision of Virtual Tours for the Web. Notwithstanding the foregoing, TBI's provision of its still photo imaging and MLS delivery services and the posting of those photographs to the World Wide Web shall not contravene this Section 11. 11.2. In the event TBI determines to solicit bids from third parties for a potential Acquisition of TBI (as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entitydefined below), or otherwise assist any person begin negotiations or entity that directly or indirectly engages or proposes discussions of a potential Acquisition of TBI, upon such event, TBI shall notify Jutvision and Jutvision shall have the exclusive right to engage in negotiate such an Acquisition with TBI for a period of thirty (30) days after the date of receipt of such notice. In the event Jutvision and TBI are unable to come to an agreement as to the Acquisition of TBI by Jutvision within such thirty (30) days and after such period (i) TBI receives an acceptable offer for the sameAcquisition of TBI, or a substantially similar, type of business as that in which the Company engages; or (ii) the business TBI determines to solicit and receives an acceptable bid from a third party for a potential Acquisition of distribution TBI, TBI shall notify Jutvision upon receipt of such offer or sale of (A) products bid and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive Jutvision shall have no obligation the exclusive right of first refusal to Acquire TBI pursuant to the Company under provisions of such offer or bid. 11.3. For purposes of this Section 6 in Agreement, the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e)"Acquisition" of a party shall mean; provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is a merger, consolidation or other reorganization, if the individuals and entities who were stockholders of a totally passive nature and does not involve Executive devoting time the party immediately prior to the management or operations effective date of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates transaction have "beneficial ownership" (as such term is defined in Regulation 14(A) promulgated Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more amended) of less than an aggregate of ten fifty percent (1050%) of the outstanding stock total combined voting power for election of directors (or their equivalent) of the surviving entity following the effective date of the transaction; (ii) acquisition by any entity or group of direct or indirect beneficial ownership in the aggregate of securities of such corporationthe party then issued and outstanding representing fifty percent (50%) or more of the total combined voting power of the party; or (iii) a sale of all or substantially all of the party's assets.

Non-Competition. As a condition toExecutive Officer acknowledges that the Sterling Entities are providing Executive with access to Confidential Information as defined below. Ancillary to Executive Officer’s agreement not to disclose Confidential Information, to protect the Confidential Information described below, and in consideration offor Executive Officer receiving access to this Confidential Information, the Company’s entering into being entitled to Severance Payments, having rights after a Change in Control, and other benefits provided in this Agreement, the Sterling Entities and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable Officer agree to the Company following non-competition provisions. The Executive Officer shall not, during the time that he/she is employed by any Sterling Entity and, thereforein the event of a termination of employment for Cause, its protection and maintenance constitutes an Involuntary Termination, or a legitimate interest to be protected termination of employment by the provisions Executive Officer, for a period of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten twelve ($1012) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as followsmonths after any such termination: (a) That Executive is and will be engaged directly or indirectly, own, manage, operate, control, invest or acquire an equity interest in any financial institution (or any affiliate thereof including, without limitation, any bank holding company or financial holding company) with $10 billion or less in assets located or conducting business in ▇▇▇▇▇▇ County, Texas or any of its contiguous counties (the “Territory”) which competes with the business of the Companyconducted by any Sterling Entity; (b) That Executive has occupied engage in or carry on, either directly or indirectly, whether for himself or as an employee, officer, director, agent, consultant, proprietor, partner, stockholder, member, joint venturer, investor, or other paid participant, any business with, on behalf of or as a position of trust and confidence financial institution within the Territory which competes with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Companybusiness conducted by any Sterling Entity; (c) That the obligation request or induce any customer, depositor or borrower of this Agreement are directly related any Sterling Entity or any other person which has a business relationship with any Sterling Entity to the Employment and are necessary to protect the Company’s legitimate curtail, cancel, or otherwise discontinue its business interestsor relationship with any such Sterling Entity; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; andor (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, publicly denigrate or in any other individual manner undertake to publicly discredit any of the Sterling Entities or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage operation associated with any Sterling Entity. Notwithstanding the foregoing, nothing contained in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that this Agreement shall prohibit the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive Officer from investing in the owning any issue of stock or securities of any competing corporation listed the securities of which are either traded on any recognized a national securities exchange or traded quoted on the automated quotation system of the National Association of Securities Dealers, Inc. and which is engaged in the over the counter market a business which is in the United States, but only if competition with any Sterling Entity so long as (i) such investment the Executive Officer is of a totally passive nature and does not involve Executive devoting time deemed to the management or operations be an “affiliate” of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (entity as such term is defined used in Regulation 14(Aparagraphs (c) promulgated and (d) of Rule 145 under the Securities Exchange Act of 1934, as in effect on 1933 and (ii) the Effective Date), collectively, Executive Officer and members of his immediate family do not own, directly own or indirectly, hold more than an aggregate of ten one percent (101%) of the outstanding stock or any voting securities of such corporationentity. Executive Officer warrants that Executive Officer is not a party to any other restrictive agreement limiting Executive Officer’s activities for the Sterling Entities. Executive Officer further warrants that at the time of the signing of this Agreement, Executive Officer knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Sterling Entities and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive Officer’s duties hereunder. Executive Officer shall hold the Sterling Entities harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

Non-Competition. As a condition to(a) Executive agrees that, and in consideration of, during the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, Employment Period and for ten a period of twelve ($1012) other good and valuable considerationmonths after the Employment Period ends, the receipt and sufficiency of which Executive hereby acknowledgeswhether voluntarily or involuntarily, Executive acknowledges and hereby agrees as followswill not directly or indirectly: (a1) That Executive induce or attempt to induce any person who is and will be employed by or otherwise engaged in to perform services for the business of Corporation to cease working for the CompanyCorporation; (b2) That Executive has occupied a position induce or attempt to induce any customer, client, vendor, or supplier of trust and confidence the Corporation to cease doing business with the Company Corporation; or (3) engage or participate, either individually or as an employee, contractor, consultant, principal, owner, partner, agent, trustee, officer, director or shareholder of a corporation, partnership or other business entity, in any business which competes with the Corporation or engages in any line of business which the Corporation has entered or internally announced an intention to enter prior to the Effective date and that during such period and end of the period Employment Period, including, without limitation, the provision of Executive’s Employment under radiology services through the Internet to Providers. Notwithstanding the foregoing, nothing in this Agreement, Article shall be deemed to preclude Executive has and will become familiar from holding less than 1% of the outstanding capital stock of any corporation required to file periodic reports with the Company’s trade secret Securities and with other proprietary and confidential information concerning the Company; (cExchange Commission under Section 13 or 15(d) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect amended, and the securities of which are listed on any national securities exchange or quoted on the Effective Date)National Association of Securities Dealers Automated Quotation System or traded on the over-the-counter market. (b) Executive acknowledges that the Corporation has expended substantial time and expense in the acquisition, collectivelyresearch and development of processes, do technology, techniques and products which are unique to the Corporation or not owngenerally known to others and which could be unfairly taken or used by others in competition with the Corporation, directly or indirectlyand further acknowledges that competition with the Corporation is not based strictly on geographical location. Accordingly, more than an aggregate of ten percent (10%) Executive agrees that the restrictions contained in this Agreement are reasonable. If the scope of the outstanding stock or securities restrictions contained herein is too broad to permit enforcement of such corporation.restrictions to their full extent, then such restrictions shall be construed or re-written (“blue-lined”) so as to be enforceable to the maximum extent permitted by law, and Executive hereby consents, to the extent /s/ ▇▇▇▇▇ ▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Corporation

Non-Competition. As a condition to(a) The parties acknowledge that: (A) the services of Services PLLC and the Practice Physicians under this Agreement require special expertise and talent in the provision of pathology services and that Services PLLC and the Practice Physicians will have substantial contact with customers, suppliers, advertisers and in consideration of, patients of the Company’s entering into Company and its affiliates; (B) pursuant to this Agreement, Services PLLC and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and Practice Physicians will be engaged placed in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has responsibility and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; have access to a substantial amount of Proprietary Information (cas defined below) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the CompanyCompany is placing Services PLLC and the Practice Physicians in such position and giving them access to such information in reliance upon Services PLLC’s need for and the covenants Practice Physicians’ agreements set forth in this Agreement is based on the following: Article VI; (iC) the substantial time, money and effort expended and to be expended by Company has a legitimate interest in adequately protecting the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor goodwill of the Company; and (ivD) the highly competitive nature Practice Physicians are capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. Accordingly, in consideration of the Company’s industrycompensation and benefits being paid and to be paid by the Company to Services PLLC hereunder, including Services PLLC agrees that, except for the premium services and duties that competitors Services PLLC and the Practice Physicians perform for or on behalf of the Company place on acquiring proprietary pursuant to the terms of this Agreement, during the Restricted Period (as defined below), Services PLLC shall not, and competitive information; andshall use commercially reasonable efforts to cause the Practice Physicians not to, directly or indirectly: (di) That engage in the provision of pathology or clinical laboratory services, including, without limitation, related laboratory testing services, or manage, operate, maintain, control, serve as an advisor, employee or consultant for, or otherwise provide management, administrative or consulting services to, a pathology practice (collectively, the “Services”) within the Restricted Territory (as define below); (ii) provide or otherwise facilitate the provision of the Services to or for any person or Entity, including but not limited to a hospital, ambulatory surgery center, medical group or physician, that has been a customer or client of the Company during the twenty-four (24) month period preceding the date hereof (each, a “Customer”); or (iii) have any equity interest or other financial interest in any Entity that engages in the provision of the Services within the Restricted Territory or which provides the Services to or for any Customer. (b) As used in this Agreement, the term “Restricted Period” shall mean, with respect to Services PLLC, at all times during the Initial Term or any Renewal Term and for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within of two (2) business days years following the date of the termination of this Agreement for any reason. With respect to any Practice Physician, the term “Restricted Period” shall have the meaning set forth in such Termination all earned base compensationPractice Physician’s employment agreement, signing bonusif any. The term “Entity” shall mean any corporation, incentive compensationpartnership, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensationsole proprietorship, incentive compensationlimited liability company, signing bonuspractice, severance payments and business expenses reimbursement. Executive will notbusiness, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partnercompany, or in other entity. The term “Restricted Territory” shall mean, as of any other individual or representative capacitymeasurement date, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that those counties in which the Company engages; or (ii) the business operates as of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) together with those counties where the Company provided any of the outstanding stock or securities of Services during the twelve (12) month period preceding such corporationmeasurement date.

Non-Competition. As (a) Executive represents to the Company that Executive is not a condition toparty to any agreement with a prior employer or otherwise which would prohibit Executive from employment with the Company. Executive further represents that he has provided to the Company copies of any and all agreements (e.g., non-competition, non-solicitation, or non-disclosure agreements) that might limit Executive’s ability, in any way, to perform the duties of Executive’s position on behalf of the Company, and Executive agrees to act at all times on behalf of the Company in consideration ofa manner consistent with any such agreements. Executive acknowledges and understands that the Company will have no obligation to provide legal representation to Executive in the event a prior employer or other third party brings or threatens to bring an action against Executive for violating any such agreements; that the Company may elect, at its sole discretion, to provide legal representation to Executive but Executive may be required to reimburse the Company for any legal expenses paid on Executive’s behalf in the event Executive is found to have violated any such agreements; and that Executive may be terminated in the event the Company determines that Executive may have violated any such agreements. Despite anything to the contrary herein, termination based upon the Company’s entering into this Agreement, and giving determination that Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of has violated this Section 6 as applied to Executive and other employees similarly situated to Executive, and 8.2 shall be considered termination for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company;Cause. (b) That Executive has occupied a position of trust covenants and confidence agrees that during Executive’s employment with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth twenty-four (24) months following termination of employment for any reason, he will not, in this Agreement is based any state in which Executive worked on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors behalf of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on or in any state or country where the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid a material ownership or possessory interest in immediately available funds to Executive within two (2) business days of such Termination all earned base compensationmolybdenum, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive engage in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notor carry on, directly or indirectly, serve as an owner, employee, agent, consultantassociate, stockholder, director, co-partner, consultant or in any other individual or representative capacity, own operate, manage, control, engage in, invest a business competitive with that conducted by the Company. A “business competitive with that conducted by the Company” shall mean any business or activity involved in the discovery or participate in mining of molybdenum or any manner in, act as consultant similar ore with properties for strengthening or advisor to, render services for (alone or in association with any person, firm, corporation or entity)hardening steel, or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in other ore with which the Company engages; or (ii) is in the business of distribution discovering or sale of (A) products and services distributed, sold or license by the Company mining at the time of Executive’s termination; . To “engage in or carry on” shall mean to have ownership in such business or consult, work in, direct or have responsibility for any area of such business, including but not limited to the following areas: operations, sales, marketing, manufacturing, procurement or sourcing, purchasing, customer service, distribution, product planning, research, design or development. (Bc) products and services proposed at For the time twelve (12) months following termination of Termination to be distributedemployment for any reason, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges Executive certifies and agrees that he will notify the Executive shall have no obligation Chairman of the Board of the Company of his employment or other affiliation with any potentially competitive business or entity prior to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations commencement of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly employment or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationaffiliation.

Non-Competition. As From the Closing Date until the third (3rd) anniversary of the Closing Date, the Sellers shall not own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the business of (a) soliciting, originating, underwriting, financing, refinancing and brokering Mortgage loans for sale to Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of the Acquired Assets or (b) acting as “primary servicer,” “master servicer, ” “special servicer” or “sub-servicer” in respect of Mortgage loans (any such business referred to under clause (a) or (b), a condition to“Restricted Business”); provided, however, that the restrictions contained in this Section 5.11 shall not restrict (i) the Sellers from acting as a “special servicer” on a contract basis for Mortgage loans not involving the direct servicing of Mortgage loans for third party Securitizations or Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of the Acquired Assets, (ii) any activities of Capmark Bank, (iii) the Sellers from engaging in servicing (A) any Mortgage loans held by any Seller or any Affiliate of any Seller or for which any Seller or any such Affiliate acts as agent, or (B) any third party mortgage loans under programs and arrangements currently conducted by any Seller or any Affiliate of any Seller other than the Servicing Agreements, including New Markets Tax Credits, military housing, and in consideration ofaffordable housing mortgage loans or bonds related to the low income housing tax credit business (for purposes of this clause (iii), the Company’s entering into this Agreementterm “Affiliate” shall not include any Person that Controls Parent or any Person (other than Sellers and any Person Controlled by any Seller) Controlled by such Person), (iv) any third party who acquires any Seller or Affiliate of the Sellers by way of a merger, consolidation, combination with, or acquisition of a material portion of the Properties of a Seller or (v) the acquisition by the Sellers and giving Executive access to certain confidential their respective Affiliates of (in the aggregate) less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The Parties acknowledge and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by agree that any remedy at Law for any breach of the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive5.11 may be inadequate, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior consent to the Effective date and that during such period and granting by any court of an injunction or other equitable relief, without the period necessity of Executive’s Employment under this Agreementactual monetary loss being proved, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and in order that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) breach or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days threatened breach of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to provision may be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationeffectively restrained.

Non-Competition. As a condition toBecause of the legitimate business interest of the Company and its’ affiliates as described herein and the good and valuable consideration offered to the Executive, during the Employment Term and in consideration offor the term of one (1) year thereafter, to run consecutively, beginning on the last day of the Executive's employment with the Company’s entering into this Agreement, regardless of the reason for the termination and giving whether employment is terminated at the option of the Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to or the Company and, therefore, and its protection affiliates the Executive agrees and maintenance constitutes a legitimate interest covenants not to be protected by the provisions engage in Prohibited Activity. For purposes of this Section 6 8, "Prohibited Activity" is activity in which the Executive contributes the Executive's knowledge, directly or indirectly, in whole or in part, as applied an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to Executive an entity engaged in the same or similar business as the Company and other employees similarly situated to Executiveits’ affiliates, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be including those engaged in the business of Population Health Management. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information, or Confidential Information. For purposes of clarification, Executive’s existing ownership interests and involvement in the Company; (b) That Executive has occupied a position of trust entities which own the real estate and confidence improvements associated with the hospitals to be operated by the Company prior to and its affiliates on the Effective date and that during such period and the period of Executive’s Employment hereof will not be considered “Prohibited Activity” under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that Nothing herein shall prohibit the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) from purchasing or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more owning less than an aggregate of ten five percent (105%) of the outstanding stock or publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation. (a) This Section 8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Board or General Counsel.

Non-Competition. As a condition The JVC Shareholders undertakes that they will (and will cause their affiliates to) maintain the confidentiality of the JVC’s trade secrets (including technical know-how, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary customer information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is etc.). The JVC Shareholders undertakes that they or their affiliates have not and will be engaged not in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company Mainland China, prior to the Effective date and that during such period and the period of Executive’s Employment under this AgreementDecember 31, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: 2024, (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notengage, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual business identical or representative capacitysimilar to the business to be conducted by the JVC at that time (including but not limited to the rental and trading of battery packs for electrically powered vehicles (e.g., own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entityelectric motorcycles and/or electric bicycles), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) and the sameoperation, or a substantially similarmaintenance and trading of battery swapping stations and the provision of battery swapping services; hereinafter, type of business as that in which the Company engages“Competing Business”); or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not ownholds, directly or indirectly, more any ownership, shareholding, equity interest or competing position in any other entity engaging in the same or similar business as the Competing Business (provided, however, that this restriction does not apply to such Shareholder or its affiliate holding less than an aggregate a total of ten percent (10%) 5% of the outstanding stock or securities of a listed company for the purpose of financial investment) (collectively, the “Non-competition Restriction”). Notwithstanding the foregoing, if Party D gives a written notice to the JVC and the Chairman of the Steering Committee, proposing that the JVC conducts business related to the JVC in other areas in Mainland China (the “New Area Business”), the JVC and the Chairman of the Steering Committee shall submit such corporationParty D’s proposal to the Steering Committee for a resolution. The Steering Committee/JVC shall respond to Party D in writing within one hundred and twenty (120) days from the date of receipt of the written notice (the “Proposal Consideration Period”) as to whether it agrees to have the JVC launch the New Area Business. If the Steering Committee/JVC rejects the JVC’s launch of the New Area Business or fails to respond during the Proposal Consideration Period, then Party D may, upon receipt of the Steering Committee/JVC’s rejection or expiration of the Proposal Consideration Period, launch the New Area Business on its own and/or with its affiliates or in cooperation with any third party (not any of JVC Shareholders) without any restriction. If the JVC intends to participate in the New Area Business after the New Area Business is actually launched by Party D and/or its affiliate together (and possibly together with other non-JVC Shareholders), the JVC may separately negotiate with Party D for matters relating to the specific investment.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business Seller agrees that, as part of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need consideration for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor payment of the Company; and (iv) the highly competitive nature of the Company’s industryPurchase Price, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on of five (5) years immediately following the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) andClosing Date, if and only if, Company has paid in immediately available funds to Executive within two (2) business days neither Seller nor any of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notits Affiliates will, directly or indirectly, serve as employee, agent, consultanta principal, stockholder, directorjoint venturer or otherwise, cooperate, perform or have any ownership interest in any business that designs, develops, manufactures, markets, sells, installs or distributes products in competition with the Seller Business starting at the border of Mexico, San Ysidro crossing and extending into the United States seventy-partnerfive (75) miles, except that Seller may purchase or otherwise acquire by merger, purchase of assets, stock (including investing as a minority shareholder), controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of which is not in competition with the Seller Business, provided that Seller may not provide any such business access or license to any of the Assigned Intellectual Property for use in any business that competes with the Seller Business. For the purposes of this Section 5.10(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 5% of any class of such securities shall not be considered to be competition with the Seller Business, and a Person shall not be considered to be in the “primary business” of competing with the Seller Business if such Person derives less than 20% of its revenues from products that compete with the Seller Business. For the avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.10 shall not apply to any entity that acquires all or part of Seller in any transaction. b) Seller acknowledges that the restrictions set forth in Section 5.10(a) constitute a material inducement to Buyer’s entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of such obligation could result in irreparable harm and continuing damage to Buyer for which there may be no adequate remedy at Law and further agrees that in the event of any breach of said obligation, Buyer may be entitled to injunctive relief and to such other relief as is proper under the circumstances. c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.10, but this Section 5.10 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination way construed to be distributedtoo broad or to any extent invalid, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive such provision shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall not be construed to prevent Executive from investing in the stock or securities be null, void and of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United Statesno effect, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management extent such provision would be valid or operations enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 5.10 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationapplicable Law.

Non-Competition. As a condition toDuring the 24-month period that commences on the Termination Date and ends on the second anniversary of the Termination Date, and the Executive shall not, without the prior consent of the Company, directly or indirectly own, manage, operate, join, control or participate in consideration the ownership, management, operation or control of, the Company’s entering into this Agreement, and giving Executive access or be employed by or otherwise connected in any substantial manner with any business which directly or indirectly competes to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions material extent with any line of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended or its subsidiaries which was operated by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company its subsidiaries at the time of terminationTermination Date; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere provided that nothing in North America (the “Territory”); The Company acknowledges and agrees that this paragraph shall prohibit the Executive shall have no obligation from acquiring up to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or 5% of any class of outstanding equity securities of any competing corporation listed whose equity securities are regularly traded on any recognized a national securities exchange or traded in the over the "over-the-counter market in the United States, but only market". The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Change of Control Event if (iv) the Executive's employment has been terminated by the Company without Cause within two years following such investment is Change in Control Event, (w) the Executive terminates his employment as the result of a totally passive nature Constructive Termination within two years following such Change in Control Event or (x) the Company elects, within two years following such Change in Control Event, not to extend the term of employment. The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Potential Change in Control if: 1) the Executive's employment is terminated without Cause within two years following such Potential Change in Control, and does such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Discharge without Cause within two years following such Potential Change in Control, and the circumstances or events which constitute the basis for Executive's claim of Constructive Discharge occur at the request or direction of, or pursuant to negotiations with, such Person, 3) the Company elects, within two years following such Potential Change in Control, not involve Executive devoting time to extend the management term of employment, and such election was at the request or operations direction of or pursuant to negotiations with such corporation Person; or 4) the Executive's employment is terminated without Cause within two years following such Potential Change in Control and Executive such termination is not other wise involved otherwise in the business connection with or in anticipation of such corporation; and if (ii) Executive and his associates (as such term is defined a Change in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationControl which actually occurs.

Non-Competition. As Developer acknowledges and agrees that Friendly's has invested a condition to, substantial amount of time and money in consideration ofdeveloping the System and the confidential information associated therewith (the "Confidential Information") and that Friendly's would be unable to protect its System, the Company’s entering into this Agreement, Confidential Information and giving Executive access trade secrets against unauthorized use or disclosure and would be unable to certain confidential encourage a free exchange of ideas and proprietary information, which Executive recognizes is valuable information among Friendly's and its licensees if prospective licensees or licensees were permitted to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and hold interests in or perform services for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the any competing business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for following restrictions are reasonably required in order to protect Friendly's information, marketing strategies, operating policies and other elements of the covenants System from unauthorized appropriation and to ensure that Developer is using its best efforts in employing its financial and management resources effectively to meet and exceed the minimum and target development schedule set forth in this Agreement is based on Agreement. Therefore, Developer agrees that, during the following: term of this Agreement, neither Developer nor any of its corporate parent, subsidiaries or their affiliates will have any direct or indirect legal or beneficial interest or perform services in any business which owns, operates, licenses, franchises or develops any restaurant concept which both (i) the substantial timehas sit down, money table service, and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) is a mid-scale priced, family style restaurant, coffee shop or ice cream/frozen yogurt shoppe (as defined by CREST operators list as of June 1, 1997) including but not limited to Denny's Shoney's Big Boy, Country Kitchen, ▇▇▇ ▇▇▇▇▇, Cracker Barrel, IHOP, Village Inn, Waffle House, Dairy Queen, ▇▇▇▇▇▇▇'▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, TCBY or similar. Notwithstanding the fact that Executive above, a restaurant concept which is a mid-scale priced family style restaurant will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor deemed competitive if frozen deserts comprise 5% or more of the Company; and sales mix as measured on any six (iv6) the highly competitive nature of the Company’s industry, including the premium month basis. Developer further agrees that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within of two (2) business days years after the termination or expiration of this Agreement, Developer and all of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed persons will be subject to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in the same restriction on competing activities (i) within the same, or a substantially similar, type of business as that in which the Company engages; or Territory and (ii) within the business trade area (as reasonably determined by Friendly's) of distribution any Friendly's Restaurant currently operated by Friendly's or sale any licensee, but in no event within a radius of three (A3) products and services distributed, sold miles from any such restaurant. Developer further acknowledges that this paragraph confers no exclusivity on Developer with respect to Developer's further operation of any Restaurant within the Territory after the expiration or license by the Company at the time termination of termination; or (B) products and services proposed at the time this Agreement. The restrictions of Termination to this section shall not be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation applicable to the Company Friendly's Restaurants operated under this Section 6 in franchise agreements between Developer and Friendly's, to the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or ownership of shares of a class of securities of any competing corporation listed on any recognized national securities a stock exchange or traded in on the over the over-the-counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten that represent five percent (105%) or less of the outstanding stock numbers of shares of that class of securities issued and outstanding, or securities to any restaurants franchised by Wendy's International and operated by the corporate parent or any affiliate of such corporationDeveloper.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby Employee agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of ExecutiveEmployee’s Employment under this Agreementemployment with Gentiva, Executive has and Employee will become familiar not (either directly or by assisting others) compete with the CompanyGentiva or engage in any activity or pursue any interest that in any way conflicts with Gentiva’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and . Employee further agrees that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within of two (2) business days years after termination of such Termination all earned base compensationEmployee’s employment with Gentiva, signing bonuseither with or without cause upon the initiative of either Gentiva or Employee, incentive compensationEmployee shall not (either on Employee’s own behalf or on another’s behalf) perform job activities of the type Employee conducted or provided for Gentiva within the two years prior to Employee’s termination, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render for purposes of providing services for (alone or in association that are competitive with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license provided by the Company Gentiva at the time of Employee’s termination; or (B) products and services proposed . This restriction shall apply only within the territory where Employee is working for Gentiva at the time of Termination to be distributedEmployee’s termination. Employee and Gentiva agree and acknowledge that the territory where Employee is working for Gentiva at the time of Employee’s termination includes the geographic territory within: (a) a 20 mile radius of every Gentiva office or facility over which or in which Employee had job responsibilities at the time of Employee’s termination; (b) a 20 mile radius of every Gentiva office or facility which is included in Employee’s geographic territory of job responsibility at the time of Employee’s termination; and, sold or licensed by (c) a 50 mile radius of Employee’s primary place of employment at the Company, anywhere in North America (the “Territory”); The Company acknowledges and time of Employee’s termination. Employee agrees that because of the Executive shall have no obligation nature of Gentiva’s business, the nature of Employee’s job responsibilities, and the nature of the Confidential Information and Trade Secrets of Gentiva to the Company under which Gentiva will give Employee access, any breach of this Section 6 provision by Employee would result in the event that the Executiveinevitable disclosure of Gentiva’s employment is terminated pursuant Trade Secrets and Confidential Information to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationits direct competitors.

Non-Competition. As a condition toThe Practice hereby recognizes, acknowledges, and avers that Professional Business Manager will incur substantial costs in consideration ofproviding the equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Professional Business Management Agreement and that in the process of providing services under this Professional Business Management Agreement, the Company’s entering Practice will be privy to financial and Confidential Information, to which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Professional Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are necessary for the protection of Professional Business Manager, and that Professional Business Manager would not have entered into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to Professional Business Management Agreement without the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows:following covenants. (a) That Executive Except as specifically agreed to by Professional Business Manager in writing, the Practice covenants and agrees that during the Term of this Professional Business Management Agreement and for a period of one (1) year from the date this Professional Business Management Agreement is and will be engaged in terminated other than if terminated by the business Practice for cause, or expires, the Practice shall not directly or indirectly own (excluding ownership of less than one percent (1%) of the Company; equity of any publicly traded entity and excluding ownership of the common stock of Professional Business Manager), manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or be employed by, any enterprise (bi) That Executive has occupied a position of trust and confidence having to do with the Company prior provision, distribution, promotion, or advertising of any type of management or administrative services or products to third parties in competition with Professional Business Manager, within a 10 mile radius of any Office; and/or (ii) offering any type of service(s) or product(s) to third parties substantially similar to those offered by Professional Business Manager to the Effective date and that during such period and Practice in Competition with Professional Business Manager within a 10 mile radius of any Office. Notwithstanding the period of Executive’s Employment under this Agreementabove restriction, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: nothing herein shall prohibit (i) the substantial time, money Practice or any of its Shareholders from providing management and effort expended and administrative services to be expended by this or their own optometry practice after the Company in developing technical designs, computer program source codes, marketing plans and similar confidential informationtermination of this Professional Business Management Agreement; (ii) the fact that Executive will be personally entrusted Practice or its Shareholders from contracting with the Company’s confidential and proprietary informationa third-party manager to provide administrative or management services for its or their professional eye care practices after termination of this Professional Business Management Agreement; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor any of the Company; Practice’s Shareholders from providing management and administrative services to their own optometry practices after the termination of their employment relationship with the Practice, and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for such Shareholders from contracting with a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) third-party manager to provide administrative or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render management services for (alone or in association their professional eye care practices after the termination of their employment relationship with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationPractice.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged During the time in the business of the Company; (b) That Executive has occupied a position of trust and confidence with which Employee performs services for the Company prior to the Effective date and that during such period and the for a period of Executivetwelve (12) months after the termination of Employee’s Employment under this Agreement, Executive has and will become familiar employment with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor regardless of the Company; and (iv) the highly competitive nature of the Company’s industryreason, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will Employee shall not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (either alone or in association conjunction with any person, firm, corporation association, company or entity)corporation, within the Restricted Area: (i) own, manage, operate, or otherwise assist participate in the ownership, management, operation, or control of, or be employed by, any entity which is in competition with the Company’s Business in which the Employee would hold a position with responsibilities that are entirely or substantially similar to any position the Employee held during the last twelve (12) months of the Employee’s employment with the Company or in which the Employee would have responsibility for or access to confidential information that is similar to or relevant to that Confidential Information which the Employee had access to during the last twelve (12) months of the Employee’s employment with the Company; or (ii) provide services to any person or entity that directly or indirectly engages or proposes to engage in (i) the sameany business that is similar to, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by competitive with the Company, anywhere in North America ’s business if doing so would require Employee to use or disclose the Company’s Confidential Information. (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation b) Notwithstanding anything to the Company under contrary, nothing in this Section 6 in prohibits Employee from being a passive owner of not more than one percent (1%) of the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the outstanding stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is class of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive which is not other wise involved publicly traded, so long as Employee has no active participation in the business of such corporation. Employee acknowledges and agrees that the restrictions contained in this Agreement with respect to time, geographical area and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company and that the Employee has had the opportunity to review the provisions of this Agreement with his legal counsel. In particular, the Employee agrees and acknowledges that the Company is currently engaging in business and actively marketing its services and products throughout the United States, that Employee’s duties and responsibilities for the Company are co-extensive with the entire scope of the Company’s business, that the Company has spent significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and that such methods, technology, customer lists, customer relationships and trade secrets have significant value. By continuing employment with the Company, Employee understands and agrees that: (a) Employee will not bring any confidential information of any former employer, nor any proprietary work product created as part of Employee’s duties with Employee’s former employer; and if (iib) Executive and his associates (as such term Employee will not use or disclose any former employer’s confidential information or proprietary work product in the performance of Employee’s duties with the Company. Further, Employee represents that Employee is defined in Regulation 14(A) promulgated under not subject to any contract that would prohibit Employee from performing Employee’s duties for the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationCompany.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in that, during the business course of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreementemployment, Executive has and will become familiar with and involved in all aspects of the Company’s trade secret business and with other proprietary operations of the Employer. Executive hereby covenants and confidential information concerning agrees that for four (4) years after the Company; Effective Time (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information“Restricted Period”), Executive could become shall not, without the prior approval of a competitor of the Company; and (iv) the highly competitive nature majority of the Company’s industry, including the premium that competitors board of the Company place on acquiring proprietary and competitive information; and directors (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notnot participating), directly or indirectly, serve in any capacity (whether as employeea proprietor, owner, agent, consultant, stockholderofficer, director, co-shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or in any other individual otherwise) own, manage or representative capacity, own operate, manage, control, engage in, invest in control or participate in any manner inthe ownership, act as consultant management or advisor to, render services for (alone or in association with any person, firm, corporation or entity)control, or otherwise assist any person perform services that are the same as or entity that directly or indirectly engages or proposes substantially to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and those services distributed, sold or license provided by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in Bank Entities twelve (12) months prior to the event that the cessation of Executive’s employment by the Bank Entities to, any Competitive Business or to any Person that is terminated pursuant attempting to section 11 form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (din any case, a “Branch”) that is (or 11 is proposed to be) located within a fifty (e); provided however; 50) mile radius of the Bank Entities’ headquarters or within a twenty-five (e25) That nothing contained herein shall be construed mile radius of any Branch office of the Bank Entities that is in existence immediately prior to prevent Executive from investing in the stock cessation of Executive’s employment by the Bank Entities. Notwithstanding any provision hereof to the contrary, this Section 7.1 does not restrict Executive’s right to (a) own or acquire securities of any competing corporation listed on any recognized national securities exchange entity that files periodic reports with the Securities and Exchange Commission under Section 13 or traded in the over the counter market in the United States, but only if (i15(d) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on amended (the Effective Date“Exchange Act”), collectively, do not own, directly or indirectly, more ; provided that his total ownership constitutes less than an aggregate of ten two percent (102%) of the outstanding stock or securities of such corporationentity; (b) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any entity that does not file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Exchange Act; provided that his total ownership constitutes less than five percent (5%) of the outstanding securities of such company or (c) to serve as a director of Westminster American Insurance Company.

Non-Competition. As a condition to, In consideration of transactions to be consummated by Newco in connection with the Acquisition and in consideration of, the Company’s of Newco's entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and AP Biotech hereby agrees as followsthat it shall not, either solely or jointly with any person or entity, directly or indirectly: (a) That Executive is and will be engaged in at any time until the business later of (x) four (4) years after the Company; Closing Date or (by) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation termination or expiration of this Agreement are engage in the Territory in the manufacture, distribution or sale of any Current Products or New Products or of any products directly related to competitive with the Employment and are necessary to protect Current Products or New Products. Notwithstanding the Company’s legitimate business interests; and that the Company’s need for the covenants set forth foregoing, nothing in this Agreement is based on the followingshall prevent AP Biotech from: (i) engaging in the substantial timemanufacture, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) mass spectrometers and related products or instruments in which mass spectrometer technology is utilized, (B) chromatography instruments and services distributedrelated products or instruments in which spectrophotometer technology is utilized or (C) electrophoresis CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, sold WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. instruments and related products or license by the Company at the time of terminationinstruments in which electrophoresis technology is utilized, including without limitation DNA sequencing instruments; or (Bii) products subject to the last sentence of this Section 17(a) and services proposed at receipt by Newco of a written agreement executed by the time of Termination Subject Company (as hereinafter defined) to be distributed, sold or licensed bound by the terms contained in the last sentence of this Section 17(a) (provided that such written agreement shall not be required in the case of a merger between AP Biotech and the Subject Company), anywhere acquiring, being acquired or merging (in North America each case whether by sale of stock, assets or otherwise) with a company that sells spectrophotometers (the “Territory”a "Subject Company"); The Company acknowledges and agrees PROVIDED, HOWEVER, that AP Biotech shall notify Newco that it has entered into such a transaction within thirty (30) days following the Executive shall have no obligation to the Company under this Section 6 in consummation of such transaction. In the event that AP Biotech shall enter into an acquisition or merger with a Subject Company as permitted under clause (ii) above, AP Biotech agrees that (A) AP Biotech will continue to distribute the Executive’s employment Current Products and New Products as provided for herein, (B) the Escrowed Customer Information shall not be used in connection with the marketing or sale of any products of the Subject Company, (C) the Intellectual Property shall not be used in connection with spectrophotometers manufactured by the Subject Company and (D) the spectrophotometers manufactured by the Subject Company (x) shall not be sold by those persons and entities that constituted the AP Biotech sales force prior to the acquisition or merger and (y) shall not be included in AP Biotech's world wide web site, the Pharmacia BioDirectory (or any successor publication) or the Pharmacia BioDirect mailings (or any successor publication). (b) While each of the undertakings contained in Section 17(a) above is terminated pursuant considered by the parties to section 11 be reasonable, if any such undertaking should be held invalid as an unreasonable restraint of trade or for any other reason but would have been held valid if part of the wording thereof had been deleted or the period thereof reduced or the range of activities or area dealt with thereby reduced in scope, said undertaking shall apply with such modifications as may be necessary to make them valid and effective. (c) Each undertaking contained in Section 17(a) above shall be read and construed independently of the other undertakings therein contained so that if one or more should be held to be invalid as an unreasonable restraint of trade or for any other reason whatsoever then the remaining undertakings shall be valid to the extent that they are not held to be so invalid. (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) The benefit of the outstanding stock undertakings contained in Section 17(a) above may be assigned in whole or securities in part by Newco in accordance with the terms of such corporationSection 19(e) hereof.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby Seller agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based commencing on the following: (i) the substantial time, money First Closing Date and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on expiring five (5) years following the Effective First Closing Date and ending nine (9) months following Termination as provided in Section 11 (aif the First Closing occurs but the Second Closing fails to occur) or 11 expiring five (c5) andyears following the Second Closing Date (if the Second Close Date occurs) (the "Restricted Period"), if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive Seller will not, directly or indirectly, serve either as employeeprincipal, agent, consultantpartner, stockholderlender, director, co-partnerinvestor, or in any other individual or representative capacity, own operate, manage, control, engage in, invest have a financial interest in or participate be in any manner in, act as consultant way connected or advisor to, render services for (alone or in association affiliated with any personenterprise (whether or not incorporated) which engages in the purchase, firmsale, corporation marketing, import, distribution or entitybrokerage of replenishment inventory or promotional inventory of a format, category or product line which is sold or offered for sale by Seller in the United States of America at the date of this Agreement ("Competitive Products"), except for the sale of Promotional Inventory pending the Second Closing Date, and except for Inventory included in the Excluded Assets. In addition, Seller will not, during the Restricted Period, divert or otherwise assist take away or attempt to divert or take away any person of Buyer's or entity that any Buyer's affiliates' employees and, solely with respect to the Competitive Products and Competitive Business (defined below), Buyer's or Buyer's affiliates' customers or suppliers, and, further, Seller shall refrain from, directly or indirectly engages or proposes to engage in indirectly: (i) the samecommitting any act which would in any way jeopardize any relationship Buyer or any Buyer affiliate has or may come to have with any such employee, customer or a substantially similar, type of business as that in which the Company engagessupplier; or (ii) engaging in, having a financial interest in, or being in any way connected or affiliated with any enterprise which engages in the business wholesale or retail sale and distribution of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation closeout merchandise. Notwithstanding anything to the Company under this Section 6 contrary contained in the above paragraph, in the event that the Executive’s employment is terminated pursuant to section 11 Second Closing does not occur solely as a result of Buyer's breach of its obligations hereunder (das finally determined by a court of law), the covenants contained in Paragraph 9.3(b) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities inoperative and of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature no force and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationeffect.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged Except (i) with respect to their ownership of interests in the Company and (ii) as permitted by this Section 10.03 or by Section 10.06, neither Comcast nor GE nor any of their respective Subsidiaries will engage in any Company Principal Business. This Section 10.03 shall cease to be applicable to any Person at such time as such Person is no longer a Subsidiary of Comcast or GE, as the case may be, and shall not apply to any Person that purchases assets, operations or a business from Comcast or GE, or one of their respective Subsidiaries, if such Person is not a Subsidiary of Comcast or GE, as the case may be, after such transaction is consummated. This Section 10.03 does not apply to any Subsidiary of GE or Comcast in which a Person who is not an Affiliate of GE or Comcast, as the case may be, holds equity interests and with respect to which GE or Comcast or another of their respective Subsidiaries, as applicable, has contractual or legal obligations (including fiduciary duties of representatives on the board of directors or similar body of such Subsidiary) existing as of the Company;date hereof that limit GE’s or Comcast’s ability to impose on the subject Subsidiary a non-competition obligation such as that in this Section 10.03. (b) That Executive has occupied a position Notwithstanding the provisions of trust Section 10.03(a), and confidence with without implicitly agreeing that the Company prior following activities would be subject to the Effective date and that during such period and the period provisions of Executive’s Employment under this AgreementSection 10.03(a), Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth nothing in this Agreement is based on the followingshall preclude, prohibit or restrict: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partnerGE, or in any other individual or representative capacityof its Subsidiaries, own operate, manage, control, engage in, invest in or participate from engaging in any manner inin any (A) Financial Services Business, act as consultant (B) Existing Business Activities, (C) GE De Minimis Business or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (iD) the same, or a substantially similar, type of business as that in which the Company engagesSatellite Business; or (ii) the business Comcast or any of distribution or sale of its Subsidiaries, from engaging in any manner in any (A) products and services distributedComcast Permitted Business or (B) Comcast De Minimis Business. (c) Notwithstanding the provisions of Section 10.03(a), sold GE or license any of its Affiliates may make a Mixed Competing Business Acquisition; provided that if such acquisition would otherwise be prohibited by this Section 10.03, promptly following such acquisition, GE, or its Affiliate, as applicable, shall offer the Company in writing the opportunity to acquire, or invest in, directly or through a Subsidiary of the Company, the Company Principal Business acquired, or invested in, by GE or its Affiliate in such Mixed Competing Business Acquisition. The writing pursuant to which such offer is made shall include a summary of the material terms of the offer, including the price of such offer. Such terms shall include (x) a price that reflects GE’s reasonable good faith determination of the portion of the aggregate purchase price paid by GE or its Affiliate in the Mixed Competing Business Acquisition that was attributable to the Company Principal Business included in such Mixed Competing Business Acquisition and (y) other commercially reasonable arms’ length terms. In the event that the Company disputes GE’s determination of price or the commercial reasonableness and arm’s length nature of the other terms included in such offer, the Company shall provide written notice to GE and the dispute shall be resolved by a mutually agreed upon appraiser (who shall be an independent third party with relevant expertise) pursuant to an appraisal process not to exceed 30 calendar days and conducted in New York, New York under the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of termination; the arbitration, except as they may be modified herein or by agreement of the parties. If an appraisal process is necessary and Comcast and GE do not mutually select and appoint such appraiser within five Business Days following delivery of the notice required pursuant to the preceding sentence, an appraiser shall be selected and appointed in the manner set forth in the final two sentences of Section 10.02(f). All fees and disbursements of the Appraiser shall be shared equally by Comcast and GE. (Bd) products Promptly after making a written offer as set forth in Section 10.03(c) above (and services proposed at in any event within 10 Business Days thereafter), GE shall provide the time of Termination Company all material information available to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation GE with respect to the Company Principal Business. GE shall include in any third party confidentiality agreement entered into in connection with the proposed transaction subject to such offer a provision permitting GE to comply with its disclosure obligations under this Section 6 in 10.03(d). The Company shall have 10 Business Days from the event that later of (i) the Executive’s employment date all such information is terminated provided and (ii) the completion of any appraisal process conducted pursuant to section 11 (dSection 10.03(c) or 11 (e); provided however;to decide whether to accept the offer. (e) That nothing contained herein If prior to the expiration of such 10 Business Day period the Company accepts such offer, the parties shall work together in good faith to complete the Company’s acquisition of, or investment in, the Company Principal Business as soon as reasonably practicable, subject to receipt of required regulatory approvals. Notwithstanding the provisions in Section 4.10(a), the GE Members may not exercise any rights they may have under Section 4.10(a) that would prohibit or otherwise impede such Company Principal Business acquisition or investment (including in connection with the incurrence of any Debt required to complete such acquisition or investment). (f) If prior to the expiration of such 10 Business Day period the Company fails to accept such offer, and the ownership of the Company Principal Business by GE or its Affiliates would otherwise be prohibited by this Section 10.03, then GE or its Affiliate, as the case may be, shall be construed required to prevent Executive from investing divest the Company Principal Business within a commercially reasonable period of time. (g) The Company’s decision whether to accept such offer (or to grant any consent to waive any rights of the Company in respect of such offer) shall be made by only those members of the stock or securities Board designated by the Comcast Members. (h) This Section 10.03 shall terminate and be of any competing corporation listed on any recognized national securities exchange or traded in no further force and effect upon the over the counter market in the United States, but only if earlier of (i) such investment is of a totally passive nature Comcast and does not involve Executive devoting time to the management its Subsidiaries no longer holding (directly or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if indirectly) any Units or (ii) Executive GE and his associates its Subsidiaries no longer holding (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationany Units.

Non-Competition. As a condition to, Executive covenants and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date Consolidation and ending nine on the six month anniversary of the Termination Date (9) months following Termination as provided in Section 11 (a) or 11 (c) andthe “Restricted Period”), if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will shall not, directly or indirectlyindirectly (individually, serve or through or on behalf of another entity as employeeowner, partner, agent, employee, consultant, stockholder, director, co-partner, or in any other individual capacity), engage, participate or representative capacityassist, own operateas an owner, managepartner, controlemployee, engage consultant, director, officer, trustee or agent in any element of the Business (as defined below) (other than in connection with Executive’s services to, and ownership interests in, invest in or participate the Company Group); provided, however, the foregoing restrictions shall not prohibit Executive from (x) engaging in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entityactivities permitted under Section 3(c), (y) acquiring as an investment securities representing not more than one percent (1%) of the outstanding voting securities of any publicly held corporation engaged in the Business or otherwise assist from indirectly acquiring securities of any person company engaged in the Business as a result of being a passive investor in any mutual fund, hedge fund, private equity fund, or similar pooled account so long as Executive’s interest therein is less than one percent (1%) and he has no role in selecting, managing or advising with respect to investments thereof, or (z) providing services to a subsidiary, division or unit of any entity that directly engages in the Business so long as Executive and such subsidiary, division or indirectly engages or proposes to unit does not engage in the Business so long as Executive provides written notice to the Company at least ten (i10) business days prior to the samecommencement of providing any services to such subsidiary, division or a substantially similarunit. For the purposes of this Section 6(c), type the “Business” shall mean the acquisition, development, management, leasing or financing of business as that any office or retail real estate property located in New York County, New York, Fairfield County, Connecticut, Westchester County, New York, and any other geographic area in which the Company engages; or (ii) engages in such activities and any business activity that represents a significant portion of the business activity of distribution or sale of (A) products and services distributed, sold or license by the Company (measured as at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of least ten percent (10%) of the outstanding stock Company’s revenues on a trailing 12-month basis); provided, however, that (i) if Executive is directly or securities indirectly engaged in any business activity before the Company engages in such business activity, Executive and the Company shall negotiate in good faith to resolve such conflict prior to the Company treating such conflict as a violation of this Section 6(c) and (ii) Executive shall not be permitted to commence any new business activity if the Company previously engaged in such corporationactivity regardless of whether the revenues from such activity exceeds the ten percent (10%) threshold.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access In order to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to fully protect the Company’s legitimate business interests; and that 's Proprietary Information, at all times during the Company’s need for Restricted Period, the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will shall not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, perform or in any other individual provide managerial or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render executive services for (alone or in association with on behalf of any person, firm, corporation entity or entity)enterprise which is engaged in, or otherwise assist any person or entity plans to engage in the United States that directly or indirectly engages or proposes to engage in competes with the Company's Business (i) for this purpose, the same, or a substantially similar, type of business as that in which the Company engages; or (ii) "COMPANY'S BUSINESS" is the business of manufacturing or distribution or sale of (A) products and services distributed, sold or license by related the Company at Department of Transportation/Intelligent Traffic Systems); excluding any activities in the time of termination; or (B) products and services proposed at construction industry. During the time of Termination to be distributed, sold or licensed by Executive's employment with the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall not, directly or indirectly, have no obligation any interest in any business that provides work related to the Company under this Section 6 Department of Transportation/Intelligent Traffic Systems in the event United States (other than the Company) that competes with the Company's Business, provided that this provision shall not apply to the Executive’s employment is terminated pursuant to section 11 (d) 's ownership or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or acquisition, solely as an investment, of securities of any competing corporation listed on any recognized national securities exchange issuer that is registered under Section 12(b) or traded in the over the counter market in the United States, but only if (i12(g) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the Effective Date)National Association of Securities Dealers Automated Quotations System, collectivelyor any similar system or automated dissemination of quotations of securities prices in common use, do so long as the Executive does not owncontrol, directly acquire a controlling interest in or indirectlybecome a member of a group which exercises direct or indirect control of, more than an aggregate of ten five percent (105%) of the outstanding any class of capital stock or securities of such corporation. For purposes of this Agreement the "RESTRICTED PERIOD" shall be the period during which the Executive is employed by the Company and, if the Executive's employment with the Company is either terminated by the Company without Cause pursuant to Section 5.4, or by the Executive for Good Reason pursuant to Section 5.5c, and the Company has paid to the Executive all of amounts then payable to the Executive pursuant to Sections 5.4 or 5.5c, as applicable, the one (1) year period immediately following the termination of the Executive's employment with the Company. EGPI acknowledges that the Factoring Transaction associated with Creative Capital Associates is a temporary bridge financing and EGPI is bound by the Stock Purchase Agreement to use its best efforts to obtain a traditional Line of Credit as soon as possible, as stipulated in the original Letter of Intent. EGPI agrees to use its best efforts to replace the temporary bridge financing within forty-five (45) days of closing with an option by EGPI to extend this deadline to January 31, 2010. In the event that EGPI does not obtain a traditional Line of Credit within the timeline, the Executive may terminate the Agreement, and the Non-Compete shall be null and void. If this clause is exercised by the Executive, it will not trigger any Clawback against the Promissory Note portion of the Cash Consideration or the Stock Consideration, or a claim against the Executive for any of the Cash Consideration paid at Closing. Exercise of this option will also void any payments due to the Executive by EGPI under this Agreement. This option is only exercisable at the election of the Executive after January 31, 2010. In addition, EGPI is required to obtain a commitment for funding of $500,000 within twenty-one (21) days of closing. If the commitment has not been obtained in the 21 day period, by November 24, 2009, then by written demand by the majority of the Sellers the Employment Agreements including the Non-Compete will be null and void, and EGPI will have no claims against the Cash Consideration paid except for any balances on the Promissory Notes and the Stock Consideration.

Non-Competition. As a condition to, Executive acknowledges that Executive has gained and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good will gain extensive and valuable consideration, the receipt experiences and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged knowledge in the business conducted by the Company and has had and will have extensive contacts with customers of the Company; (b) That Executive has occupied a position . Accordingly, in consideration of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under mutual promises contained in this Agreement, Executive has covenants and will become familiar agrees with the Company’s trade secret and with other proprietary and confidential information concerning Company that, during the Company; (c) That the obligation term of this Agreement are and for a period of twelve (12) months or, if Executive receives Enhanced Severance Benefits under Section 7.4, eighteen (18) months, following the Executive’s Termination Date, Executive shall not compete directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by or indirectly with the Company and shall not during such period make public statements in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor derogation of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of . Competing directly or indirectly with the Company place on acquiring proprietary and competitive information; and (d) That for shall mean engaging or having a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will notmaterial interest, directly or indirectly, serve as owner, employee, officer, director, partner, venturer, stockholder, capital investor, consultant, agent, consultantprincipal, stockholderadvisor or otherwise, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (either alone or in association with others, in the operation of any person, firm, corporation entity’s division or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes group which (a) provides operational support systems (OSS) software solutions for provisioning for telecommunications carriers similar to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license those provided by the Company and/or (b) is engaged in such other businesses as the Company is actively engaged in at the time of termination; Executive’s termination of employment. Competing directly or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by indirectly with the Company, anywhere as used in North America (this Agreement, shall not include having an ownership interest as an inactive investor, which for purposes of this Agreement shall mean the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities beneficial ownership of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more less than an aggregate of ten five percent (105%) of the outstanding stock shares of any series or class of securities of any competitor of the Company, which shares are publicly traded in the securities markets. This Section 4.1 shall cease to apply in the event the Company is in breach of any obligations to provide severance benefits in accordance with Section 7.2 and/or Section 7.4 and fails to cure such corporationbreach within twenty (20) days of receiving written notice of such breach from Executive. Executive agrees that any violation of this Section 4.1 by Executive, as determined by a court of law, shall result in termination of the Company’s obligations to provide severance benefits hereunder and in the event of such termination, Executive shall be required to repay to the Company any such severance benefits previously received.

Non-Competition. As a condition to11.1 In view of the fact that any activity of Provider in violation of the terms hereof would adversely affect Jutvision and its subsidiaries, and in consideration ofto preserve the goodwill associated with Jutvision's business, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable Provider hereby agrees to the Company and, therefore, following restrictions on its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and activities: 11.1.1 Provider hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation term of this Agreement are directly related to and during the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date date this Agreement is terminated for any reason and ending nine on the date which is the third anniversary of the date thereof (9the "Noncompete Period") months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive Provider will not, without the express written consent of Jutvision, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or engage in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association activity that is competitive with any personof the business activities, firm, corporation products or entity), services conducted or otherwise assist any person offered by Jutvision and its subsidiaries and affiliates or entity that directly proposed to be conducted or indirectly engages or proposes to engage in offered by Jutvision and its subsidiaries and affiliates. 11.1.2 In the event (i) the sameProvider receives and considers any offer for an Acquisition (as defined below) of Provider, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products Provider determines to solicit bids from third parties for a potential Acquisition, Provider shall notify Jutvision, and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive Jutvision shall have no obligation the exclusive right to negotiate such an Acquisition with Provider for a period of thirty (30) days after the Company under date of receipt of such notice. 11.1.3 For purposes of this Section 6 in Agreement, the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein "Acquisition" of a party shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if mean (i) such investment is a merger, consolidation or other reorganization, if the individuals and entities who were stockholders of a totally passive nature and does not involve Executive devoting time the party immediately prior to the management or operations effective date of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates transaction have "beneficial ownership" (as such term is defined in Regulation 14(A) promulgated Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more amended) of less than an aggregate of ten sixty percent (1060%) of the outstanding stock total combined voting power for election of directors (or their equivalent) of the surviving entity following the effective date of the transaction, (ii) acquisition by any entity or group of direct or indirect beneficial ownership in the aggregate of securities of such corporation.the party then issued and outstanding representing forty percent (40%) or more of the total combined voting power of the party, or (iii) a sale of all or substantially all of the party's

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and CNCHK agrees that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive it will not, directly or indirectlyindirectly through its Affiliates, serve as employee, agent, consultant, stockholder, director, co-partner, or engage in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that business opportunity which is directly or indirectly engages in competition with the Business or proposes to the Company without the agreement of the Other Shareholders; provided, that CNCHK and its Affiliates may engage in business opportunities (i) in the PRC or (ii) anywhere in the world outside the PRC, to the extent such business opportunities (A) are in the lines of business that CNCHK and its Subsidiaries engage in outside the PRC as at the Effective Date, (B) are consistent with the scope of the business outside the PRC of CNCHK and its Subsidiaries, as at the Effective Date, and (C) are within the geographical area of CNCHK and its Subsidiaries, as at the Effective Date, provided, that this subclause (C) shall not purport to restrict any such business opportunities (1) in existing locations of business of CNCHK and its Subsidiaries as at the Effective Date, (2) in countries in which the Company does not operate and which the Company has not communicated to the Shareholders its intention to enter, (3) which are not in competition with the Business or the Company or (4) are outside Asia and Australia. (b) Notwithstanding anything to the contrary contained in this Agreement, if such party's interest in any business opportunity that it pursues pursuant to Section 9.01(b) is a substantial Non-Passive Interest and such business directly competes with the Business (or any part thereof) or the Company, the rights of such party (together with its Affiliates), together with its appointees to the Board (other than an Independent Director), to exercise any voting rights in respect of matters that relate solely and directly to the businesses of the Company that compete directly with such business, shall be suspended for so long as such party holds a substantial Non-Passive Interest in such competing business. (c) The covenants set out in this Section 9.01 shall cease to apply upon the earlier of (i) the same, or a substantially similar, type termination of business as that in which the Company engages; or this Agreement and (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination CNCHK ceasing to be distributed, sold or licensed by hold Shares in the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, whether directly or indirectly, indirectly through one or more than an aggregate of ten percent (10%) of the outstanding stock Affiliates or securities of such corporationChina Netcom Group and its Affiliates.

Non-Competition. As a condition toBecause of the Company Group’s legitimate business interest as described herein and the good and valuable consideration offered to the Optionee, during the term of employment and in consideration offor the one (1) year, to run consecutively, beginning on the last day of the Optionee’s employment with the Company, for any reason or no reason and whether employment is terminated at the option of the Optionee or the Company, the Company’s entering into this Agreement, Optionee agrees and giving Executive access covenants not to certain confidential and proprietary information, engage in Prohibited Activity within (a) all counties in the States of Nevada; (b) all other states of the United States of America from which Executive recognizes is valuable to the Company and, therefore, its protection derived revenue or conducted business at any time during the term of employment; and maintenance constitutes a legitimate interest to be protected by (c) any other countries from which the provisions Company derived revenue or conducted business at any time during the term of employment. For purposes of this Section 6 2, “Prohibited Activity” is activity in which the Optionee contributes his or her knowledge, directly or indirectly, in whole or in part, as applied an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to Executive and other employees similarly situated to Executivean entity engaged in the same or similar business as the Company Group, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be including those engaged in the business of the Company; (b) That Executive has occupied a position modular building construction. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreementtrade secrets, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained Confidential Information. Nothing herein shall be construed to prevent Executive prohibit the Optionee from investing in the stock purchasing or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more owning less than an aggregate of ten five percent (105%) of the outstanding stock or publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. This Exhibit B does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Optionee shall promptly provide written notice of any such order to the CEO.

Non-Competition. As a condition to, and in consideration of, At all times while the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended employed by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; for any Post- Employment Non-Compete Period (iidefined below) the fact that Executive will be personally entrusted with elected by the Company’s confidential and proprietary information; (iii) , the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will shall not, directly or indirectly, serve engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, consultantsecurity holder, stockholdercreditor, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity otherwise) that directly or indirectly (or through any affiliated entity) engages or proposes to engage in competition with the Company (i) based on the same, or a substantially similar, type of business as that in which the Company engages; was engaged or (ii) was actively planning on being engaged as of the business date of distribution or sale termination of (A) products the Employee’s employment and services distributed, sold or license by in the geographic areas in which the Company at operated or was actively planning on operating as of date of termination of the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”Employee’s employment); The Company acknowledges and agrees provided that the Executive such provision shall have no obligation not apply to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) ownership of Common Stock of the Company or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or acquisition by the Executive, solely as an investment, of securities of any competing corporation listed on any recognized national securities exchange issuer that is registered under Section 12(b) or traded in the over the counter market in the United States, but only if (i12(g) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the Effective Date)National Association of Securities Dealers Automated Quotations System, collectivelyor any similar system or automated dissemination of quotations of securities prices in common use, do so long as the Executive does not owncontrol, directly acquire a controlling interest in or indirectlybecome a member of a group which exercises direct or indirect control or, more than an aggregate five percent of ten percent (10%) any class of the outstanding capital stock or securities of such corporation. As used herein, the “Post Employment Non- Compete Period” shall be any period up to one year immediately following the Termination Date that the Company may elect, in its complete discretion, to be subject to the restrictive covenant set forth in this Section 6.1. For the avoidance of doubt, the Company may elect not to have any Post Employment Non-Compete Period apply. Within 10 days after the Termination Date, the Company shall notify Executive in writing whether or not it is electing to impose a Post Employment Non-Compete Period and, if applicable, the duration of any such period. During any Post Employment Non-Compete Period elected by the Company, the Company shall continue to pay Executive his Base Salary hereunder, in the same amount and manner as if Executive was still employed by the Company.

Non-Competition. As a condition to, and in consideration of, (a) During the Company’s entering into term of this Agreement, Executive will devote full time and giving Executive access energy to certain confidential furthering Ceridian's business and proprietary information, which Executive recognizes will not pursue any other business activity without Ceridian's written consent. Unless the obligation is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected waived or limited by the provisions Ceridian in accordance with subsection (b) of this Section 6 as applied to 6.02, Executive and other employees similarly situated to Executive, agrees that during his employment with Ceridian and for ten a period of three years following termination of employment for any reason ($10) "Non-Compete Period"), Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other good and valuable considerationfirm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the receipt and sufficiency date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: has Confidential Information. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) That Executive is and will be engaged in the business of the Company;combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) That At its sole option Ceridian may, by written notice to Executive at any time within the Non-Compete Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the Non-Compete Period, prior to accepting employment with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the firm and the employment or consulting services to be rendered to the firm or entity, and shall include a copy of the written offer of employment or engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) In the event Executive has occupied provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any firm or entity directly as a position result of trust and confidence with the Company prior his or her non-competition obligation pursuant to this Section 6.02, Ceridian shall pay Executive an amount equal to the Effective date and that during such period and the period usual rate of Executive’s Employment 's Base Salary in effect at the time of termination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation set forth in subsection (a) hereof, no payment shall be required by Ceridian with respect to the portion of the Non-Compete Period which has been waived. (e) In the event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and remedies provided to it under this Agreement, in law and in equity, and Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related shall be deemed to the Employment and are necessary have expressly waived any rights he or she may have had to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and payments under subsection (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporation6.02.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, a. The Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in that, during the business course of the Company; (b) That Executive has occupied a position of trust and confidence Executive’s employment or similar engagement with the Company prior to and its controlled affiliates (including their respective predecessors in interest), the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and or will become familiar with the Company’s trade secret secrets of, and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; Confidential Information concerning, those entities and that the CompanyExecutive’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial timeservices have been, money and effort expended are reasonably expected to be, of special, unique and extraordinary value to be expended by the Company and its affiliates. As a result, the Executive agrees that, during the Noncompete Period, the Executive shall not directly or indirectly own any interest in, manage, control, participate in, be employed by, consult with, render services for, or in developing technical designsany manner engage in any Competing Business within any geographical area in which the Company or any of its controlled affiliates engage or have active plans at the Date of Termination to engage in such businesses. The Executive acknowledges and agrees that this restriction is without specific geographic limitation inasmuch as the Company and its affiliates conduct business on a nationwide and international basis, computer program source codesthat its sales and marketing prospects are for continued expansion both nationally and internationally, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology Confidential Information would provide any national or international competitor with an unfair competitive advantage, and other confidential informationthat, Executive could become a competitor therefore, the restrictions set forth in this section are reasonable and properly required for the adequate protection of the legitimate interests of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that Nothing herein shall prohibit the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities owning beneficially not more than 2% of any competing corporation listed on class of outstanding equity securities or other comparable interests of any recognized national securities exchange or traded in issuer that is publicly traded, so long as the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved has no active participation in the business of such corporation; and if issuer. For purposes hereof, the term “Competing Business” means any business that is engaged in the production or sale of products that compete with the products produced, distributed or sold by the Company or its controlled affiliates (or are in the process of being actively developed by such entities) as of the Date of Termination. This restriction shall not prevent the Executive from working for a subsidiary, division, venture or other business or functional service unit (collectively a “Unit”) of a Competing Business so long as (i) such Unit is not itself a Competing Business, (ii) the Executive does not manage or participate in business activities or projects of any Unit that is a Competing Business, and his associates (as such term is defined iii) the Executive otherwise strictly complies with the restrictive covenants contained in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of the outstanding stock or securities of such corporationthis Exhibit.

Non-Competition. As (i) Executive covenants and agrees that for any period during which Base Salary is continued (or in respect of which it is paid in a condition lump sum), or for one year after Executive's voluntary termination of employment without Good Reason or his termination of employment for Cause, he or she will not directly or indirectly engage in or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend Executive's name or any similar name to, and lend Executive's credit to, or render services or advice to any business that provides or sells or attempts to provide or sell behavioral managed care services, in consideration ofthe United States or any other geographic location in which Employer or a controlled subsidiary or affiliate of Employer then sells or provides behavioral managed care services, the Company’s entering into this Agreementother than Internet Healthcare Group, Digital, Lumenos, RealMed, CPA2Biz, Navimedix, and giving Executive access to certain confidential and proprietary informationiKnowMed, which unless waived in writing by Employer in its sole discretion. Executive recognizes that the above restriction is valuable to the Company and, therefore, its protection reasonable and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) That Executive is and will be engaged in the business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor interest of the Company; Employer and (iv) its controlled subsidiaries and affiliates, which are engaged in the highly competitive nature of the Company’s industryprovision, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not, directly or indirectly, serve as employee, agent, consultant, stockholder, director, co-partner, or in any other individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in (i) the same, or a substantially similar, type of business as that in which the Company engages; or (ii) the business of distribution or sale of (A) products and services distributed, sold or license by behavioral managed care services. The foregoing shall not be deemed to prohibit Executive's association with a company if an immaterial portion of such company's revenues is attributable to operations directly competitive with the Company at the time of termination; or (B) products and services proposed at the time of Termination to be distributedprovided Executive is not employed within those directly competitive operations). Further, sold or licensed by the Company, anywhere nothing contained in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall have no obligation to the Company under this Section 6 in the event that the Executive’s employment is terminated pursuant to section 11 (d8(b)(i) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent restrict Executive from investing making any investments in the any corporation or other business enterprise whose outstanding capital stock or securities of any competing corporation other equity interests are listed or admitted to unlisted trading privileges on any recognized a national securities exchange or traded in the over the counter market in the United Statesincluded for quotation through an inter-dealer quotation system of a registered national securities association, but only if provided that such investment (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more represents less than an aggregate of ten five percent (105%) of the aggregate outstanding capital stock or securities other equity interests of such corporation, partnership or business enterprise and (ii) does not otherwise provide Executive or any affiliate of Executive with the right or power (whether or not exercised) to influence, direct or cause the direction of the management, policies and/or affairs of any business or enterprise which is or might directly or indirectly compete with any business operations or activities of Company or any of its subsidiaries. (ii) During the period following Executive's termination from his or her employment with Employer for which Executive is subject to the restrictions set forth in Section 8(b)(i), Executive may submit a written request to Employer outlining a proposed employment or other employment opportunity that Executive is considering. Employer will review such request and make a determination, in its sole discretion, as to whether the opportunity would constitute a breach of the non-competition covenant.