Common use of Non-Competition Clause in Contracts

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in In consideration of the CompanyEmployer’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledgedobligations hereunder, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the ExecutiveEmployee’s employment by hereunder and during the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason Designated Period (the “No-Compete Period”as defined herein), the Executive shall notEmployee will not (i) anywhere within North America, engage, directly or indirectly, managealone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withdirector, render employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services tojournals, catalogs, and books or (B) is engaged in any manner engage in other business activity that the Employer is conducting at the time of the Employee’s termination or any pumping unit or gear manufacturing business activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Subject BusinessesDesignated Industry”), (ii) with (divert to any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses competitor of the Company; providedEmployer any customer of the Employer, howeveror (iii) solicit or encourage any officer, that employee or consultant of the foregoing Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall not restrict mean a period following the Executive from having an Association with a Person that is engaged in termination of the Subject Businesses so long as Employee’s employment hereunder equal to the Executive is not personally involved in a material respect in longer of (a) twelve (12) months and (b) the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectSeverance Period. If at any court having jurisdiction determines that time the provisions of this Section 6 are not enforceable §9 shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 §9 as so amended shall be enforced valid and binding as so narrowed. The Executive acknowledges that monetary damages would though any invalid or unenforceable provision had not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementbeen included herein.

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

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this AgreementEmployee shall not, and the receipt of which is hereby acknowledged, at any time during the term of his employment hereunder, and, Employment Term and for the a period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete "Restricted Period”), the Executive shall not") of three (3) years thereafter, directly or indirectly, manageexcept where specifically contemplated by the terms of his employment or this Agreement, control(a) be employed by, engage in or participate inin the ownership, consult withmanagement, render services tooperation or control of, or act in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust advisory or other capacity for, any Competing Entity which conducts its business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with within the Subject Businesses of the CompanyTerritory; provided, however, that notwithstanding the foregoing foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not restrict the Executive from having an Association with a Person that is engaged own or control, directly or indirectly, in the Subject Businesses so long as aggregate securities which constitute 5% or more of the Executive is not personally involved in a material respect in the Subject Businesses voting rights or equity ownership of such PersonCompeting Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, it being understood that an indirect supervisory role firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of a Subject Business and the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions provision of this Section 6 are not enforceable Agreement to the fullest extentcontrary, because if he breaches any of the provisions as his covenants contained in this Section 13, then, in addition to the time periodany other remedy which may be available at law or in equity, the geographical area or Company and the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company Subsidiary shall be entitled to injunctive (1) cease or other equitable relief for withhold payment or provision of any severance compensation and benefits to which the enforcement hereof. HoweverEmployee is otherwise entitled pursuant to Section 10(a), in no event and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall an asserted violation forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the provisions Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to 13 and the Executive under this Agreementdenominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this AgreementEmployee shall not, and the receipt of which is hereby acknowledged, at any time during the term of his employment hereunder, and, Employment Term and for the a period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete "Restricted Period”), the Executive shall not") of three (3) years thereafter, directly or indirectly, manageexcept where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, participate indirectly or indirectly, consult with, render services to, in the aggregate securities which constitute 5% or in more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any manner engage in business or any pumping unit customer from the Subsidiary or gear manufacturing business (any Affiliate of the “Subject Businesses”) with (any such action to be referred to as an “Association” with) Subsidiary or assist any person, corporationfirm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, partnership, trust firm or other corporation to refrain from dealing or doing business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses Subsidiary or any Affiliate of the Company; providedSubsidiary or assist any person, howeverfirm or corporation in doing so. The Employee agrees that, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and notwithstanding any other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions provision of this Section 6 are not enforceable Agreement to the fullest extentcontrary, because if he breaches any of the provisions as his covenants contained in this Section 13, then, in addition to the time periodany other remedy which may be available at law or in equity, the geographical area or Company and the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company Subsidiary shall be entitled to injunctive (1) cease or other equitable relief for withhold payment or provision of any severance compensation and benefits to which the enforcement hereof. HoweverEmployee is otherwise entitled pursuant to Section 10(a), in no event and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall an asserted violation forfeit his right to receive any such severance compensation and Closing Bonus; PROVIDED, HOWEVER, that any obligation of the provisions Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to 13 and the Executive under this Agreementdenominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. The Executive recognizes Employee agrees that during Employee’s employment and for a period of twelve (12) months after the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “NoNon-Compete Competition Period”), except in the Executive case where Employee is terminated by uniQure without cause, Employee shall not, not directly or indirectly, manageperform Prohibited Activities (whether as an employee, controlconsultant, participate inindependent contractor, consult with, render services tomember of a board of directors, or in any manner engage other capacity) to a Competing Organization within the Geographic Area assigned to Employee in any pumping unit or gear manufacturing business (the “Subject Businesses”Employee’s position(s) with uniQure, or where Employee provided services or had a material presence or influence, during any time within the last two (any such action 2) years of employment with uniQure. Notwithstanding the foregoing, nothing herein shall prevent Employee from becoming employed by or otherwise rendering services to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such Competing Organization whose business is directly competitive with the Subject Businesses of the Company; provideddiversified, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or if the scope of activity coveredEmployee’s services to such Competing Organization is limited to identifiable parts, segments, entities or business units of such business that, are not engaged in providing or producing Competing Services. Employee agrees that if Employee seeks to become employed or otherwise renders services to such a Competing Organization during the Parties restricted period, prior to Employee’s employment or rendering such services, (i) Employee shall provide uniQure with written assurance from such Competing Organization and from Employee that Employee will not render services directly or indirectly in connection with any Competing Services, and (ii) Employee receives written approval of Employee’s intended employment or rendering such services (such approval shall not be unreasonably withheld and shall be provided by uniQure within ten (10) days from receipt of the written assurances set forth in subsection (i)). uniQure may, in its sole discretion, waive all or a portion of the Non-Competition Period. uniQure and Employee mutually agree that such court may narrow any such provision as the court deems necessary following consideration offered to enforceabilityEmployee in Employee’s employment agreement supports Employee’s promises, undertakings, and obligations under this Section 6 shall be enforced as so narrowed5(c) regarding post-employment non-competition: the equity grants associated with Employees Employment Agreement, bonus payments and additional severance benefits, which consideration Employee acknowledges and agree is adequate, fair, reasonable, and mutually agreed upon. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled “Geographic Area” assigned to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this AgreementEmployee is worldwide.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledgedEmployee agrees that, during the term of his employment hereunder, and, by the Employer hereunder and for an additional period of six (6) months after the period extending to the first anniversary of his termination of employment for any reason other than termination of the ExecutiveEmployee’s employment by hereunder for any reason, except for a termination in connection with a Change of Control pursuant to Section 4(e) in which case the Company without Cause or foregoing six (6) month period shall instead be the twelve (12) month period after the termination of the ExecutiveEmployee’s employment by employment, neither the Executive Employee nor any corporation or other entity in which the Employee may be interested as a partner, trustee, director, officer, employee, agent, shareholder, lender of money or guarantor, or for Good Reason which he performs services in any capacity (the “No-Compete Period”), the Executive including as a consultant or independent contractor) shall notat any time during such period be engaged, directly or indirectly, managein any Competitive Business (as that term is hereinafter defined). The Employee shall not solicit or, controlif the Employee owns or has the right to acquire more than five percent (5%) of the fully-diluted equity of the employing entity or its affiliates, participate inhire, consult withdirectly or indirectly, render services toany person that was employed by Employer during the six (6) month period immediately preceding the Employee’s termination of employment with the Employer. For purposes of this Section 5(b) the term “Competitive Business” shall mean any job, role, or in any manner engage in any pumping unit specific responsibilities within a firm, company, or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is that competes directly competitive with the Subject Businesses Employer’s business as in effect at the time of the Company; provided, however, that Employee’s termination of employment with the Employer or in a business area planned in writing by the Employer before the Termination Date for entry within twelve (12) months of the Termination Date at the time of the Employee’s termination of employment with the Employer. The foregoing prohibition shall not restrict prevent any employment or engagement of the Executive from having an Association Employee, after termination of employment with a Person that is the Employer, by any firm, company, or business organization engaged in the Subject Businesses so a Competitive Business as long as the Executive is activities of any such employment or engagement, in any capacity, do not personally involved involve work on matters related to any business, product or service being developed, manufactured, marketed, distributed or planned in a material respect in writing by the Subject Businesses Employer at the time of such Person, it being understood that an indirect supervisory role the Employee’s termination of employment with the Employer. The Employee’s ownership of no more than one percent (1%) of the outstanding voting stock of a Subject Business and other businesses of such Person publicly traded company shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions violation of this Section 6 are 5(b). The Employee is entering into this covenant not enforceable to compete in consideration of the agreements of the Employer in this Agreement, including but not limited to, the agreement of the Employer to pay severance to the fullest extent, because Employee upon a termination of employment pursuant to Section 4(d) hereof and the agreement of the provisions as Employer to accelerate the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation vesting of the provisions Employee’s stock options and other equity-based awards upon a Change of this Control in accordance with the terms of Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement4(d).

Non-Competition. (a) The Executive recognizes agrees that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions his services hereunder are of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreementa special character, and his position with the receipt Employer places him in a position of which is hereby acknowledgedconfidence and trust with the Employer's artists, during clients, customers and employees. The Executive and the term Employer agree that in the course of his employment hereunder, andthe Executive has and will continue to develop a personal acquaintanceship and relationship with the Employer's artists, clients and customers, and a knowledge of those artists', clients' and customers' affairs and requirements which may constitute the Employer's primary or only contact with such artists, clients and customers. The Executive consequently agrees that it is reasonable and necessary for the period extending to the first anniversary of his termination of employment for any reason other than termination protection of the Executive’s employment by the Company without Cause or termination goodwill and business of the Executive’s employment by Employer that the Executive for Good Reason (make the “No-Compete Period”)covenants contained herein. Accordingly, the Executive shall agrees that while he is in the Employer's employ the Executive will not, without the prior written consent of the Employer, either directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage capacity whether as a promoter, proprietor, partner, joint venturer, employee, agent, consultant, director, officer, manager, equity holder (except as an equity holder holding less than five percent (5%) of a publicly traded company's issued and outstanding equity securities, or otherwise) work for, act as a consultant to or own any interest in any pumping unit direct competitor of the Employer which operates in or gear manufacturing business provides services essentially the same as the Employer in any portion of the geographic territory where the Employer operates or sells its products or services, except as allowed pursuant to Section 3(c) of this Agreement. The Executive further agrees that during the Term, and for the one year period following the Executive's termination of employment with the Employer, the Executive will not solicit, entice, induce or persuade: (the “Subject Businesses”) with (any such action to be referred to as an “Association” withi) any personemployee, corporationartist, partnership, trust client or other business organization customer of the Employer; or (ii) any such person or entity to be referred to as a “Person”) if such business is directly competitive had been engaged in negotiations with the Subject Businesses Employer to become, an employee, artist, client or customer of the Company; providedEmployer during the six month period prior to the Executive's termination of employment with the Employer, howeverto alter, that terminate or refrain from extending or renewing any contractual or other relationship with the foregoing shall not restrict Employer, or commence a similar or substantially similar relationship with the Executive from having an Association Executive, any entity with a Person that is engaged in the Subject Businesses so long as whom the Executive is not personally involved in affiliated or employed by or any direct competitor of the Employer. Notwithstanding the foregoing, when the Executive's employment with the Employer is terminated, for whatever reason, the Executive may continue to do business, without violating the terms hereof, with, any customer, client or artist of the Employer which was a material respect in customer, client or artist of the Subject Businesses of such PersonExecutive, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If or any court having jurisdiction determines that company controlled by the provisions of this Section 6 are not enforceable Executive, prior to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this AgreementEffective Date.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on During (i) the Executive’s agreement to 's employment with the provisions of this paragraph 6 Company and that (ii) the two (2) year period immediately following the Executive’s breach 's Date of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)Termination, the Executive (A) shall notnot engage, anywhere within the geographical areas in which any Sunbeam Entity is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult withagent, render services topartner, officer, director, employee or consultant of any other organization, in any business (a "Competitive Business") which competes with any business then being conducted by such Sunbeam Entity; (B) shall not solicit or encourage any officer, employee or consultant of any of the Sunbeam Entities to leave the employ of any of the Sunbeam Entities for employment by or with any Competitive Business; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in of the customers or accounts, or prospective customers or accounts, of any pumping unit Sunbeam Entity, which were contacted, solicited or gear manufacturing business (served by the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of Executive while employed by the Company; provided, however, that the foregoing nothing herein shall not restrict prohibit the Executive from having an Association with owning a Person that is engaged in maximum of two percent (2%) of the Subject Businesses so long as outstanding stock of any publicly traded corporation. Following the Date of Termination, ownership by the Executive is of not personally involved in a material respect in the Subject Businesses more than five percent (5%) of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person any publicly traded corporation shall not constitute involvement in a material respectviolation hereof. If If, at any court having jurisdiction determines that time, the provisions of this Section 6 are not enforceable 10(c) shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this Section 10(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Executive agrees that this Section 6 10(c) as so amended shall be enforced valid and binding as so narrowedthough any invalid or unenforceable provision had not been included herein. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach For purposes of this Section 610(c), the design, manufacture and he therefore agrees marketing of outdoor barbecue grills, casual outdoor and indoor furniture and small kitchen appliances shall be construed to be a Competitive Business; provided, however, that the Company shall be entitled to injunctive or other equitable relief for gross revenues derived from sales of such products by such competitor are greater than the enforcement hereof. However, in no event shall an asserted violation lesser of the provisions (i) 10% of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementits total revenues and (ii) $500,000,000.

Non-Competition. The Executive recognizes Employee acknowledges that he will acquire specialized knowledge and experience in the Company’s willingness business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to enter into this Agreement is based in material part on compete with the Executive’s agreement Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the provisions of this paragraph 6 Company and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Companyits Affiliates may result. Subject to the further provisions of this Agreement and in In consideration of the Company’s agreement to provide the Executive Confidential Information (as defined benefits specified in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, Employee agrees that during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s Employee's employment by the Company without Cause and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or termination as the result of, expiration of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”Employment Term), the Executive Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, managerender any services of a business, controlcommercial, participate inor professional nature to any Person, consult withwhether for compensation or otherwise, render services towithin the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any manner engage in other fashion hire any pumping unit of the employees or gear manufacturing business agents of the Company or its Affiliates or, with respect to the two (the “Subject Businesses”2) with (any such action to be year period referred to as above, any person who was an “Association” with) any person, corporation, partnership, trust employee or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses agent of the CompanyCompany or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the foregoing event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not restrict be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Executive from having an Association with a Person that is engaged in Company or any Affiliate. In the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines event that the provisions of this Section 6 are not enforceable should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the fullest extentmaximum time, because of the provisions as to the time periodgeographic, the geographical area service or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementproduct limitations permitted by applicable law.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach term of the provisions of this paragraph 6 could materially damage Employee’s employment hereunder and for the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information Designated Period (as defined in Section 7below) to which after termination of the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his Employee’s employment hereunder, and, for the period extending to Employee will not (a) anywhere within the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason Designated Territory (the “No-Compete Period”as defined below), the Executive shall notengage, directly or indirectly, managealone or as a shareholder (other than as a holder of capital stock of Holdings or its successors or assigns, controlor as a holder of less than two percent (2%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in, consult in or become associated with, render services toany other business organization that is engaged or becomes engaged in the business of installing, selling, servicing or in any manner engage in any pumping unit monitoring residential or gear manufacturing business commercial security systems (the “Subject BusinessesDesignated Industry”), (b) with divert to any competitor of any Interface Company any customer of any Interface Company, or (c) solicit or encourage any such action officer, key employee or consultant of any Interface Company to be referred leave its employ for alternative employment or hire or offer employment to, any person to as an whom any Company has offered employment. For purposes hereof, the term “AssociationDesignated Period” with) shall mean one year, the term “Designated Territory” shall mean any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged state in which Employer and its subsidiaries have in the Subject Businesses so long as aggregate at least 500 customers at the Executive is not personally involved in a material respect in time of Employee’s termination and the Subject Businesses term “Interface Company” shall mean any affiliate or subsidiary of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectHoldings. If any court having jurisdiction determines The Employee acknowledges that the provisions of this Section 6 9 are not enforceable essential to protect the fullest extent, because business and goodwill of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedEmployer. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall Employee will continue to be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of bound by the provisions of this Section 6 constitute a basis for deferring 9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this Section 9 shall be determined to be invalid or withholding unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 9 as so amended shall be valid and binding as though any amounts otherwise payable to the Executive under this Agreementinvalid or unenforceable provision had not been included herein.

Non-Competition. The Executive recognizes that the Company’s willingness As a condition to enter into this Agreement is based in material part on the Executive’s agreement receiving any benefits pursuant to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, the Employee agrees that during his period of employment and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to through the first anniversary of his termination Date of employment for Termination, the Employee shall not engage in or become associated with any reason Competitive Activity. For purposes of this Section 10, a "Competitive Activity" shall mean any business or other than termination endeavor that engages in any country in which the Company or its Affiliates have business operations in a business that directly or indirectly competes with all or any substantial part of any of the Executive’s employment by business in which the Company without Cause or termination its Affiliates is engaged at the time of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)Employee's Date of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if he becomes involved as an owner, the Executive shall notemployee, directly or indirectlyofficer, managedirector, controlindependent contractor, participate inagent, consult withpartner, render services toadvisor, lender, or in any manner engage in other capacity calling for the rendition of the Employee's personal services, either alone or with any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporationindividual, partnership, trust corporation or other business organization (that is engaged in a Competitive Activity and his involvement relates in any respect to the Competitive Activity of such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Companyentity; provided, however, that the foregoing Employee shall not restrict be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such PersonCompany. If, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If at any court having jurisdiction determines that time, the provisions of this Section 6 are not enforceable 10 shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 10 as so amended shall be enforced valid and binding as so narrowed. The Executive acknowledges that monetary damages would though any invalid or unenforceable provision had not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementbeen included herein.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach In view of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration unique nature of the Company’s agreement to provide business of the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, Employer and the receipt need of which is hereby acknowledgedthe Employer to maintain its competitive advantage in the industry through the protection of its trade secrets and proprietary information, the Employee agrees that during the term of his employment hereunder, and, with the Employer and for the a period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason one (the “No-Compete Period”)1) year thereafter, the Executive Employee shall not, directly or indirectly, manage, control, participate within the United States of America or its Territories or Possessions or within any other country in which the Employer or any affiliate of the Employer is engaged in or actively contemplating engaging in any activity described below (i) engage in, (ii) own greater than a 5% interest in, be employed by, or consult withfor, render services or act as an advisor to, any business, person or entity which engages in, or (iii) otherwise participate in any way in, research, development, manufacturing, marketing, selling or licensing activities, or in any manner engage in any pumping unit or gear manufacturing business (other activity, that may reasonably be deemed by the “Subject Businesses”) with (any such action Employer to be referred in competition with any activity in which the Employer or any subsidiary of the Employer is then, or is then contemplating becoming, engaged in the field of internet telephony. If at any time the foregoing provisions shall be deemed to be invalid or unenforceable or are prohibited by the laws of the state or place where they are to be performed by reason of being vague or unreasonable as an “Association” with) any personto duration or place of performance, corporation, partnership, trust this section shall be considered divisible and shall become and be immediately amended to include only such time and such area as shall be determined to be reasonable and enforceable by the court or other business organization body having jurisdiction over this Agreement; and the Employee and the Employer expressly agree that this section, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee further agrees that during, and for a period of one (1) year after termination of, the Employee's employment hereunder, he shall not solicit, or arrange to have any such other person or entity solicit, any person or entity engaged by the Employer as an employee, customer, supplier, or consultant or advisor to, the Employer to be referred to as a “Person”) if terminate such business is directly competitive party's relationship with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged Employer. The time periods provided for in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 8 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy extended for the Company a period of time in the event which Employee is in violation of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation any of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement8.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during During the term of his the Employee's employment hereunder and until two (2) years after termination of the Employee's employment hereunder, andthe Employee will not (a) anywhere within New Jersey, for New York or Pennsylvania or anywhere within 100 miles of any store operated by the period extending to Employer at the first anniversary of his termination of employment for any reason other than termination time of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)Employee's termination, the Executive shall notengage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withdirector, render services to, employee or consultant of any other business organization that is engaged or becomes engaged in the operation of retail drug stores or in any manner engage in any pumping unit other business activity that the Employer is conducting at the time of the Employee's termination or gear manufacturing business has notified the Employee that it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the “Subject Businesses”"Designated Industry"), (b) with divert to any competitor of the Employer any customer of the Employer, or (c) solicit or encourage any such action officer, key employee or consultant of the Employer to leave its employ for alternative employment or hire or offer employment to, any person to whom the Employer has offered employment. The Employee will continue to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that bound by the provisions of this Section 6 are ss.9 until their expiration and shall not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for any compensation from the enforcement Employer with respect thereto except as provided in ss.6(d) hereof. However, in no event shall an asserted violation of If at any time the provisions of this Section 6 constitute a basis for deferring ss.9 shall be determined to be invalid or withholding unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any amounts otherwise payable to the Executive under this Agreementinvalid or unenforceable provision had not been included herein.

Non-Competition. The Executive recognizes that In return for the Company’s willingness to enter into performance of the management duties described in Section 1 hereof, during the Employment Term and for a period of two years thereafter in the event of the termination of this Agreement is based pursuant to the provision of Section 5(b) (ii) hereof or one year thereafter in material part on the Executive’s agreement event of the termination of this Agreement pursuant to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”Sections 5(a)(i), the 5(a)(ii), 5(a)(iii) or 5(b)(i) hereof, Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in capacity whatsoever, either on his own behalf or on behalf of any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to with whom he may be referred to employed or associated, own any interest in, participate or engage in the day-to-day supervision, management, development, marketing or operation of any senior, assisted living or semi-acute care facilities or such other business as Employer may be engaged in as of the date of the applicable Section 5 termination event (the "Business") which is competitive with any of Employer's facilities. For purposes hereof, a “Person”) facility will be deemed competitive with one of Employer's facilities if such business facility is located within five (5) miles of a facility owned, operated or managed by Employer or within five (5) miles of a facility which Employer is developing or with respect to which Employer has signed a letter of intent or term sheet or binding contract for the acquisition, development or management thereof dated on or prior to the date of such termination. Furthermore, for a period of two years after any applicable Section 5 termination event, Executive shall not, directly competitive with or indirectly, solicit, attempt to hire or hire any employee of Employer. Notwithstanding the Subject Businesses of the Company; providedforegoing, however, that the foregoing nothing herein shall not restrict the prohibit Executive from having an Association with owning 5% or less of any securities of a Person that is competitor engaged in the Subject Businesses so long as same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the Executive is not personally involved in a material respect in National Association of Securities Dealers Automated Quotation System or otherwise. In the Subject Businesses event of such Person, it being understood that an indirect supervisory role termination of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that this Agreement pursuant to the provisions of this Section 6 are not enforceable to the fullest extentSections 5(a)(i), because of the provisions as to the time period5(a)(iii) or 5(b)(i) however, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary covenant not to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company compete set forth in the event of a breach first sentence of this Section 66(b) shall only be effective, and he therefore agrees that at the Company election of Employer, if Employer makes a quarterly payment in advance, commencing on the effective date of such termination, to Executive equal to $50,000. Such payments are in addition to any Termination Compensation payable pursuant to Section 5(d) hereof. If this Agreement is terminated pursuant to the provisions of Sections 5(a)(ii) or 5(b)(ii) hereof, then Executive shall not be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding receive any amounts otherwise payable to the Executive under this Agreementsuch payments.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach In view of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration unique nature of the Company’s agreement to provide business of the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, Employer and the receipt need of which is hereby acknowledgedthe Employer to maintain its competitive advantage in the industry through the protection of its trade secrets and proprietary information, the Employee agrees that during the term of his employment hereunder, and, with the Employer and for the a period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason one (the “No-Compete Period”)1) year thereafter, the Executive Employee shall not, directly or indirectly, manage, control, participate within the United States of America or its Territories or Possessions or within any other country in which the Employer or any affiliate of the Employer is engaged in or actively contemplating engaging in any activity described below (i) engage in, (ii) own greater than a 5% interest in, be employed by, or consult withfor, render services or act as an advisor to, any business, person or entity which engages in, or (iii) otherwise participate in any way in, research, development, manufacturing, marketing, selling or licensing activities, or in any manner engage in any pumping unit or gear manufacturing business (other activity, that may reasonably be deemed by the “Subject Businesses”) with (any such action Employer to be referred in competition with any activity in which the Employer or any subsidiary of the Employer is then, or is then contemplating becoming, engaged in the field of internet telephony. If at any time the foregoing provisions shall be deemed to be invalid or unenforceable or are prohibited by the laws of the state or place where they are to be performed by reason of being vague or unreasonable as an “Association” with) any personto duration or place of performance, corporation, partnership, trust this section shall be considered divisible and shall become and be immediately amended to include only such time and such area as shall be determined to be reasonable and enforceable by the court or other business organization body having jurisdiction over this Agreement; and the Employee and the Employer expressly agree that this section, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employer further agrees that during, and for a period of one (1) year after the termination of, the Employee's employment hereunder, he shall not solicit, or arrange to have any such other person or entity solicit, any person or entity engaged by the Employer as an employee, customer, supplier, or consultant or advisor to, the Employer to be referred to as a “Person”) if terminate such business is directly competitive party's relationship with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged Employer. The time periods provided for in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 8 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy extended for the Company a period of time in the event which Employee is in violation of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation any of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement8.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions term of this Agreement and the Executive agrees that he shall not work for or be interested in consideration any business which provides services or products which are directly competitive with "primary" services or products offered by the Employer or a subsidiary or affiliate of Employer at the Executive's termination date (the "Non-Compete Period"). In the event the Executive is terminated For Cause or Executive terminates for other than Good Reason, the Non-Compete Period shall be extended until the earlier of (i) one year; or (ii) the then scheduled expiration of the Company’s agreement to provide term of the Agreement. In the event the Executive Confidential Information (is terminated in a manner in which he is paid severance, his Basic Compensation is continued, or he is paid a lump-sum as defined in Section 7) to which though his employment had continued, the Executive did not have access prior to Non-Compete Period shall be extended through the execution period of such severance or compensation continuation. For the purpose of this Agreement, and a product or service shall be deemed "primary" only if such service or product constitutes a primary component of the receipt core business of which is hereby acknowledgedEmployer on Executive's termination date. For the further purposes of this Agreement, during the term of his employment hereunder, and, "work for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or be interested in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, business" means that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is a stockholder, director, officer, employee, partner, individual proprietor, lender or consultant with that business, but not personally involved in if (i) his interest is limited solely to the passive ownership of five percent (5%) or less of any class of the equity or debt securities of a material respect corporation whose shares are listed for trading on a national securities exchange or traded in the Subject Businesses over-the-counter market. In the event that any part of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If this Section 10 is adjudged invalid or unenforceable by any court of record, board of arbitration or judicial or quasi judicial entity having jurisdiction determines that thereof by reason of length of time, geographical coverage, activities covered, or for any other reason, then the invalid or unenforceable provisions of this Section 6 are not enforceable covenant shall be deemed reformed and amended to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, maximum extent permissible under applicable law and this Section 6 shall be enforced and enforceable as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for amended in accordance with the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation intention of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementparties as expressed herein.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach term of the provisions of this paragraph 6 could materially damage Employee’s employment hereunder and for the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information Designated Period (as defined in Section 7below) to which after termination of the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his Employee’s employment hereunder, andthe Employee will not (a) anywhere within any county in which any Company conducts business, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall notengage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than one percent (1%) of the common stock of any publicly traded corporation), controlpartner, officer, director, employee, consultant or advisor, or otherwise in any way participate in, consult in or become associated with, render services to, any other business organization that is engaged or becomes engaged in any manner engage in business that provides the same or any pumping unit substantially similar services or gear manufacturing business products offered or planned to be offered by any of the Companies during the term of the Employee’s employment or at the time of the Employee’s termination or that any Company has notified the Employee at any time prior to the time of such termination that it proposes to conduct and for which any of the Companies have, prior to the time of such termination, expended substantial resources (the “Subject BusinessesDesignated Industry”), or (b) with (solicit any such action to be referred to as an “Association” with) employee of any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; providedCompanies to leave its employ for alternative employment, howeveror hire or offer employment to any person to whom the Employee actually knows any of the Companies has offered employment. For purposes hereof, that the foregoing term “Designated Period” shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectmean eighteen (18) months. If any court having jurisdiction determines The Employee acknowledges that the provisions of this Section 6 §9 are not enforceable essential to protect the fullest extent, because business and goodwill of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedCompanies. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall Employee will continue to be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of bound by the provisions of this Section 6 constitute a basis §9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this §9 in consideration for deferring or withholding any amounts otherwise payable the compensation, severance and other benefits to be provided by the Employer to the Executive under Employee pursuant to the terms of this Agreement.

Non-Competition. The Executive recognizes (i) Hersly agrees that he will note: (a) during the Company’s willingness to enter into period from the date of this Agreement through March 31, 1998, engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, member, or partner of, any other business or organization worldwide that is based in material part on or shall then be competing, directly or indirectly, with Chyron, (b) during the Executive’s agreement period April 1, 1998 though December 31, 1998, engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, member, or partner of, any other business or organization that is or shall then be a direct competitor of Chyron. For purposes of this covenant, director competitors include: Collage Xxxxxx Tektronix BTS - Philips SONY* Louth Automation Pinnacle Quantel (ii) It is the intent of the parties to this Agreement that the provisions of this paragraph 6 9 shall be enforced to the fullest extent permissible under the laws and that the Executive’s breach of the public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portions of this paragraph 6 could materially damage the Company. Subject 9 shall be adjudicated to be invalid or unenforceable, such provisions or portion thereof shall be deemed amended to the further provisions of this Agreement minimum extent necessary to render such provision or portion valid and in consideration of the Company’s agreement enforceable, such amendment to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior apply only with respect to the execution operation of this Agreement, such provisions or portions in the particular jurisdiction in which such adjudication is made. (iii) The parties acknowledge that damages and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment remedies at law for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6paragraph 9 and for following paragraphs 10, 11, and he therefore agrees 12, will be adequate and that the Company shall be entitled to injunctive specific performance and other equitable remedies (including injunction) and such other relief as a court or tribunal may deem appropriate in addition to any other remedies the Company may have. *Hersly may become employed by SONY as long as he does not, directly or indirectly, work or consult with the Broadcast or Professional systems operations, or any related operation or other equitable relief for SONY operation, whether organized as a subsidiary division, unit, group, or otherwise, that in any way competes, directly or indirectly with Chyron and only upon the enforcement hereoffurther condition that Hersly (1) not divulge or utilize any Chyron confidential information and (2) first obtains approval from Chyron to take such employment, which approval shall not unreasonably be withheld. However, in no event shall an asserted violation of the (iv) The provisions of this Section 6 constitute paragraph 9 will not be deemed breached merely because Hersly owns not more than five percent (5.0%) of the outstanding common stock of a basis for deferring corporation, if, at the time of its acquisition by Hersly, such stock is listed on a national securities exchange, is reported on NASDAQ, or withholding any amounts otherwise payable to is regularly traded in over-the-counter market by a member of a national securities exchange. (v) In the Executive event that Chyron defaults in making the payments owned under this AgreementAgreement of $225,000 as provided for in Paragraph 3 hereinabove, which default is not cured upon 45 days written notice, then the non-compete obligations of Hersly in this Paragraph 9 shall become ineffective and not enforceable by Chyron. This is in addition to all other remedies that Hersly might have by reason of such uncured default by Chyron. Nothing, however, shall relieve Hersly of his obligations under Paragraph 11, 12, and 13 regarding "Confidential Information", "Non-Solicitation" and "Release", respectively. 10.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 covenants and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledgedagrees that, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment hereunder and for a period of twenty-four (24) months thereafter (to the extent permitted by law), the Company without Cause Executive will not at any time, in the United States or termination any other jurisdiction in which the Company, the Parent or their corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the Parent, or any of the their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s employment position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for Good Reason (the “No-Compete Period”)Company, the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services toParent, or in any manner engage in any pumping unit of their corporate controlled affiliates, or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly otherwise competitive with the Subject Businesses Company’s, the Parent’s, or any of the Companytheir affiliates’ products or services; provided, however, that the foregoing shall will not restrict prohibit the Executive from having an Association with (i) serving on Board of Directors (or comparable bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Person Change of Control (as defined in Section 12) and the termination of the Executive’s employment, being employed by (A) a campus-based institution of higher education that is engaged in the Subject Businesses so long as derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is not personally involved predominantly engaged in supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a material respect faculty member, “scholar in residence” or similar academic position, provided, that the Subject Businesses Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of such Person, it being understood that an indirect supervisory role less than five percent (5%) of the outstanding stock of any corporation listed on a Subject Business and other businesses of such Person national securities exchange shall not constitute involvement in be deemed a material respect. If any court having jurisdiction determines that the provisions violation of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement9(a).

Non-Competition. The Executive recognizes that In return for the Company’s willingness to enter into performance of the management duties described in Section 1 hereof, during the Employment Term and for a period of one year thereafter in the event of the termination of this Agreement is based in material part on the Executive’s agreement pursuant to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7Sections 5(a)(ii) to which the Executive did not have access prior to the execution of this Agreementor 5(b) hereof, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in capacity whatsoever, either on Executive's own behalf or on behalf of any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity with whom he may be employed or associated, (i) own any interest in, participate or engage in the day-to-day supervision, management, development, marketing or operation of any senior, assisted living or semi-acute care facilities (the "Business") either located within seven (7) miles from any facility in which Employer has a direct or indirect interest as of the date of the termination of this Agreement or within seven (7) miles from any facility or development site which Employer is pursuing as of the date of the termination of this Agreement, or (ii) pursue any senior, assisted living or semi-acute facility or any development site therefor (a) which Employer is pursuing as of the date of the termination of this Agreement, (b) with respect to be referred which Employer has otherwise expressed an interest in pursuing prior to the date of the termination of this Agreement, or (c) of which Executive became aware prior to the date of termination of this Agreement but which Executive did not present to Employer (unless, after the Employment Term, such facility or site is presented to Employer and Employer elects not to pursue such facility or site). The provisions of the immediately preceding sentence shall not apply in the event (1) a Change of Control (as defined in the Stock Incentive Plan) has occurred and (2) as a “Person”) if such business is directly competitive with the Subject Businesses result of the Company; providedChange of Control, howeverExecutive's duties and responsibilities have significantly changed or are significantly diminished and (3) Executive terminates this Agreement pursuant to the provisions of Section 5(b) hereof. Furthermore, that for a period of two years after any applicable Section 5 termination event, Executive shall not, directly or indirectly, solicit, attempt to hire or hire any employee of Employer. Notwithstanding the foregoing foregoing, nothing herein shall not restrict the prohibit Executive from having an Association with owning 5% or less of any securities of a Person that is competitor engaged in the Subject Businesses so long as same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the Executive is not personally involved in a material respect in the Subject Businesses National Association of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area Securities Dealers Automated Quotation System or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementotherwise.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in In consideration of the CompanyEmployer’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledgedobligations hereunder, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the ExecutiveEmployee’s employment by hereunder and during the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason Designated Period (the “No-Compete Period”as defined herein), the Executive shall notEmployee will not (i) anywhere within North America, engage, directly or indirectly, managealone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withdirector, render employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services tofor periodicals, magazines, books, journals or catalogs or (B) is engaged in any manner engage in other business activity that the Employer is conducting at the time of the Employee’s termination or any pumping unit or gear manufacturing business activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Subject BusinessesDesignated Industry”), (ii) with (divert to any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses competitor of the Company; providedEmployer any customer of the Employer, howeveror (iii) solicit or encourage any officer, that employee or consultant of the foregoing Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall not restrict mean a period following the Executive from having an Association with a Person that is engaged in termination of the Subject Businesses so long as Employee’s employment hereunder equal to the Executive is not personally involved in a material respect in longer of (a) twelve (12) months and (b) the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectSeverance Period. If at any court having jurisdiction determines that time the provisions of this Section 6 are not enforceable §9 shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 §9 as so amended shall be enforced valid and binding as so narrowed. The Executive acknowledges that monetary damages would though any invalid or unenforceable provision had not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementbeen included herein.

Non-Competition. (a) The Executive recognizes Employee acknowledges that during the Company’s willingness to enter into this Agreement is based in material part on Term of Employment, the Executive’s agreement Employee's access to the provisions of this paragraph 6 Confidential Information will enable the Employee to benefit from the Employer's goodwill and know-how. The Employee further acknowledges that it would be inherent in the Executive’s breach performance of the provisions Employee's duties as a director, officer, employee, agent or consultant of this paragraph 6 could materially damage any company which competes with the Company. Subject Employer or any Affiliate, as hereinafter defined, or which intends to or may compete with the further provisions of this Agreement and in consideration of Employer or any such Affiliate, to disclose or use the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this AgreementInformation, and the receipt Employer's or the Affiliate Companies' goodwill and know-how, to or for the benefit of which is hereby acknowledgedsuch other company. The Employer's primary business relates to residential real estate home improvement loans insured by the FHA under Title I of the National Housing Act (collectively, the "Property Improvement Loans"). Accordingly, "Competitive Business" (as used herein) shall mean the underwriting, origination, servicing, acquisition, holding, ownership, sale, transfer, assignment, pledge, financing and refinancing of Property Improvement Loans and any activities incidental to the foregoing activities, including without limitation any activities involving the origination of Property Improvement Loans from home owners or the acquisition of Property Improvement Loans from contractors, correspondents, banks or other sources of loan production and acquisition by the Employer, and the issuance, ownership, sale, acquisition or transfer of securities backed by Property Improvement Loans. To protect these vital interests of the Employer and any Affiliate, the Employee agrees that during the term Term of his Employment and for a period of one (1) year following the termination of the Employee's employment hereunder, andthe Employee will not, for without the period extending to the first anniversary of his termination of employment for any reason other than termination prior written consent of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall notEmployer, directly or indirectly, managewhether as a director, controlofficer, participate inemployee, consult with, render services toagent or consultant, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.otherwise:

Non-Competition. The Executive recognizes that (a) In view of the Company’s willingness to enter into this Agreement unique and valuable services it is based in material part on the Executive’s agreement expected Employee will render to the provisions of this paragraph 6 and that the Executive’s breach LDI Companies, Employee's knowledge of the provisions of this paragraph 6 could materially damage the Company. Subject customers, trade secrets, and other proprietary information relating to the further provisions business of this Agreement the Company and its customers and suppliers and similar knowledge regarding the LDI Companies it is expected Employee will obtain, and in consideration of the Company’s agreement compensation to provide be received hereunder, Employee agrees (i) that he will not during the Executive Confidential Information period he is employed by any of the LDI Companies under this Agreement or otherwise Participate In (as hereinafter defined in this Section 76) to which any other business or organization, whether or not such business or organization now is or shall then be competing with, or now is or shall then be of a nature similar to, the Executive did not have access prior to business of any of the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunderLDI Companies, and, for the period extending (ii) subject to the first anniversary last sentence of his termination this Section 6(a), for a period of employment for six (6) months after he ceases to be employed by any reason other than termination of the Executive’s employment by LDI Companies under this Agreement or otherwise, he will not compete with, or Participate In any other business or organization which during such six-month period competes with, either the Company without Cause or termination any of the Executive’s employment by other LDI Companies for which Employee renders services hereunder, with respect to any product or service sold or activity engaged in up to the Executive for Good Reason (time of such cessation in any geographical area in which at the “No-Compete Period”), the Executive shall not, directly time of such cessation such product or indirectly, manage, control, participate service is sold or activity engaged in, consult with, render services to, or except that in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that each case the provisions of this Section 6 are 6(a) will not enforceable to the fullest extent, be deemed breached merely because Employee owns not more than 5% of the provisions as to outstanding common stock of a corporation, if, at the time periodof its acquisition by Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the geographical area over-the-counter market by a member of a national securities exchange. Notwithstanding clause (ii) above, if either (x) the Company terminates Employee's employment under this Agreement or otherwise for reasons other than those described in Section 10(a), (ii), (iii) or (iv) hereof, or (y) Employee terminates his employment with the scope Company under this Agreement or otherwise prior to Marcx 00, 0000, xx, (x) xx or before scheduled expiration of activity coveredthe Employment Period (i.e., March 31, 2001), Employee is not offered a new contract of employment with the Parties agree that such court Company (or LDI Wireless, as the case may narrow be) on equal or better terms, taken as a whole, than as set forth herein, then in any such provision as case the court deems necessary to enforceability, and restrictions set forth in this Section 6 6(a) shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for apply from and after the Company in the event effective date of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementsuch termination.

Non-Competition. The Executive recognizes that So long as the Employee is employed as an Employee --------------- or as a Consultant by the Company’s willingness to enter into this Agreement is based in material part on , and for a period of one year following the Executive’s agreement termination of the Employee's employment with the Company for any reason, so long as during said one year period the Company pays to the provisions of this paragraph 6 and that Employee the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) payments to which the Executive did not have access prior to Employee is entitled, the execution of this Agreement, and the receipt of which is hereby acknowledgedEmployee, during the term of his employment hereundersaid one year period, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall notnot engage, directly or indirectly, managein any business activity or own, controldirectly or indirectly, participate inany interest in any business which competes with the business of the Company as conducted or as planned to be conducted by the Company during the Employee's employment at any place within the United States or the world where the Company then conducts business, consult withwhether for his own account or as an employee, render services partner, officer or director of, or consultant or independent contractor to, or in holder of more than five percent (5%) of the equity interest in, any manner engage in other person, firm, partnership or corporation. If at any pumping unit or gear manufacturing business (time the “Subject Businesses”) with (any such action foregoing provisions shall be deemed to be referred invalid or unenforceable or are prohibited by the laws of the state or place where they are to be enforced, by reason of being vague or unreasonable as an “Association” with) any personto duration or place of performance, corporation, partnership, trust this section shall be considered divisible and shall become and be immediately amended to include only such time and such area as shall be determined to be reasonable and enforceable by the court or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court body having jurisdiction determines that over this Agreement. The Company and the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties Employee expressly agree that such court may narrow any such provision this section, as the court deems necessary to enforceabilityso amended, and this Section 6 shall be enforced valid and binding as so narrowed. The Executive acknowledges that monetary damages would though any valid or unenforceable provision had not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementbeen included herein.

Non-Competition. The Executive recognizes that For the period beginning with the Effective Date and continuing thereafter until, (x) if before the first annual anniversary of the Effective Date the expiration of six (6) months after termination of Employee's employment with the Company’s willingness to enter into this Agreement is based in material part on , or (y) if after the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach first annual anniversary of the provisions Effective Date the expiration of this paragraph 6 could materially damage nine (9) months after termination of Employee's employment with the Company. Subject to the further provisions of this Agreement , then Employee covenants, warrants and in consideration of the Company’s agreement to provide the Executive Confidential Information represents that he will not: (as defined in Section 7i) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, engage directly or indirectly, managealone or as a shareholder, controlpartner, participate inofficer, consult withdirector, render services to, employee or in consultant of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (that engages in any such person or entity to be referred to as a “Person”) if such business is activities that are directly competitive with the Subject Businesses Company; (ii) divert to any competitor of the Company any customer of the Company or induce a customer to cease doing business with the Company or, (iii) solicit or encourage any employee of the Company to leave their employment with the Company or seek employment by or with any competitor of the Company; provided. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities that are competitive with the Company or (ii) serving as an officer, howeverdirector, that stockholder or employee of an entity whose business operations are not competitive with those of the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectCompany. If any court having jurisdiction determines that Employee will continue to be bound by the provisions of this Section 6 are 9 until their expiration and will not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for any compensation from the enforcement hereofCompany with respect thereto. However, in no event shall an asserted violation of If at any time the provisions of this Section 6 constitute a basis for deferring 9 are determined to be invalid or withholding unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration, scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and binding as though any amounts otherwise payable to the Executive under this Agreementinvalid or unenforceable provision had not been included herein.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based Except as shall be expressly permitted in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, andwriting by CRC, for a period of five (5) years from and after the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)Closing Date, the Executive ESNI shall not, directly or indirectly, manage(i) own, control, participate in, consult withoperate, render services to, purchase or in any manner engage in any pumping unit hold securities of or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to otherwise invest in, represent, advise or otherwise participate as an “Association” with) officer, director, stockholder, member, partner, Affiliate, agent, employee or consultant of or for any person, corporation, partnership, trust or other business organization (any such person or entity which conducts business that is competitive to be referred to (1) the business conducted by ESNI or CRC as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that date hereof or (2) the foregoing shall not restrict business conducted by the Executive from having an Association with a Person that is engaged in JV through the Subject Businesses so long utilization of the ESNI Contributed Assets or the CRC Contributed Assets as of the Executive is not personally involved in a material respect in Closing Date or (3) the Subject Businesses of such Personbusiness conducted by the JV at anytime during the six (6) month period following the Closing Date, it being understood that an indirect supervisory role of a Subject Business and other businesses of any such Person business conducted during such six (6) month period shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable be reasonably ancillary or complimentary to the fullest extent, because business conducted by the JV as of the provisions as Closing Date (any such business hereinabove described in clauses (1)-(3), a "Competing Business"), (ii) solicit the employment of any employee or consultant (other than a non-exclusive consultant to the extent such non-exclusive consultant is employed by ESNI on a non-exclusive, part time periodbasis) of CRC or of the JV, either on a full or part time or consulting basis, (iii) induce or encourage, or cooperate with any Person in inducing or encouraging, any employee or consultant (other than a non-exclusive consultant to the geographical area extent such non-exclusive consultant is employed by such Competing Business on a non-exclusive, part time basis) of CRC or of the JV to accept employment, either on a full or part time or consulting basis, with any Competing Business, (iv) persuade or seek to persuade any customer of ESNI, CRC or the scope JV to cease to do business or to reduce the amount of activity coveredbusiness which such customer has customarily done or contemplates doing with ESNI, CRC or the Parties agree that such court may narrow JV, or (v) intentionally interfere in any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company manner in the event relationship of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive CRC or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions JV with any of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementits suppliers.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach term of the provisions of this paragraph 6 could materially damage Employee's employment hereunder and for the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information Designated Period (as defined in Section 7below) to which after termination of the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his Employee's employment hereunder, andthe Employee will not (a) anywhere in the world, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall notengage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than two percent (2%) of the common stock of any publicly traded corporation), controlpartner, officer, director, employee, consultant or advisor, or otherwise in any way participate in, consult in or become associated with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (that is engaged or becomes engaged in any such person business that is the same or entity to be referred to as a “Person”) if such substantially identical business of any of the Companies, or is directly competitive with the Subject Businesses with, any business activity that any of the Company; providedCompanies is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which any of the Companies have, however, that prior to the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses time of such Persontermination, it being understood that an indirect supervisory role expended substantial resources (the "Designated Industry"), (b) divert to any competitor of a Subject Business and other businesses any of such Person the Companies any customer of any of the Companies, or (c) solicit any employee of any of the Companies to leave its employ for alternative employment, or hire or offer employment to any person to whom the Employee actually knows any of the Companies has offered employment. For purposes hereof, the term "Designated Period" shall not constitute involvement in a material respectmean two (2) years. If any court having jurisdiction determines The Employee acknowledges that the provisions of this Section 6 9 are not enforceable essential to protect the fullest extent, because business and goodwill of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedCompanies. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall Employee will continue to be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of bound by the provisions of this Section 6 constitute a basis 9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this Section 9 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this Section 9 in consideration for deferring or withholding any amounts otherwise payable the compensation, severance and other benefits to be provided by the Employer to the Executive under Employee pursuant to the terms of this Agreement.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on During (i) the Executive’s agreement to 's employment with the provisions of this paragraph 6 Company and that (ii) the Executive’s breach of one-year period immediately following the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than expiration or earlier termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Employment Period”), the Executive (A) shall notnot engage, anywhere within the geographical areas in which any Xxxxxx Entity is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, Executive or consultant of any other organization, in any Competitive Business; (B) shall not solicit or encourage any officer, Executive, independent contractor, vendor or consultant of any of the Xxxxxx Entities to leave the employ of, or otherwise cease his relationship with, render services toany of the Xxxxxx Entities; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; providedcustomers or accounts, howeverof any Xxxxxx Entity, that which were served by any Xxxxxx Entity during the foregoing shall not restrict time the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as was employed by any Xxxxxx Entity. If the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If violates any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for deferring said violation, or withholding any amounts otherwise payable (iii) the Executive provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive under agrees that this AgreementSection 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, (iii) the billing, collection and/or validation business within the inmate telephone industry, and/or (iv) any material line of business that the Xxxxxx Entities are engaged in on the date of termination, expiration or non-extension of the Employment Period.

Non-Competition. The Executive recognizes that In return for the Company’s willingness to enter into this Agreement is based consideration stated in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and including the receipt promise of which is hereby acknowledgedCOMSYS to provide Employee with confidential information, Employee agrees that, during Employee’s employment and for two (2) years after the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)employment, the Executive Employee shall not, not directly or indirectlyindirectly possess an ownership interest in, manage, control, participate in, consult with, or render services tofor any other person, firm, association or corporation, engaged in the business of the Company without the prior written consent of the Company, in the United States or any other geographic area where the Company are conducting business, because such activity would unavoidably and unfairly compromise the Company legitimate protectible business interests in their confidential information, clients, employees, suppliers, and business relationships. Employee agrees that Employee shall not, either directly or indirectly, during Employee’s employment and for two (2) years after termination of employment, in any capacity whatsoever (either as an employee, officer, director, stockholder, proprietor, partner joint venturer, consultant or otherwise) (a) solicit, contact call upon communicate with, or attempt to communicate with any of the Company clients or potential clients for the purpose of providing services to such client, or (b) sell any services to any client or potential client of the Company. Employee agrees that Employee shall not directly or indirectly during Employee’ employment and for two (2) years after termination of employment, through any other entity, either alone or in conjunction with any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity employ, solicit, induce, or recruit, any person employed by the Company at any time within the one (1) year period immediately preceding such employment, solicitation, inducement or recruitment. For the purposes of this Agreement, “potential client” shall be defined as those entities whom the Company have prepared a proposal for the provision of services and such proposal or quotation is pending within sixty (60) days prior to the termination of the employment relationship, and “client” shall be defined as those entities with whom the Company have conducted any business during the twelve (12) month period prior to termination of the employment relationship. For the purposes of this Agreement, “services” shall mean activities performed by the Company at any time within the one (1) year period preceding termination of Employee’s employment. Employee agrees that it is his intention that any restriction contained in this section that is determined to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If unenforceable be modified by any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extentbe reasonable and enforceable, because of the provisions and, as modified, to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementfully enforced.

Non-Competition. The Executive recognizes that In consideration of the Company’s willingness compensation and other benefits to enter into this Agreement is based in material part on the Executive’s agreement be paid to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of Employee under this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreementother additional valuable consideration, and the receipt and sufficiency of which is hereby acknowledged, during and in view of the unique value to Corporation of the services of Employee and the confidential information obtained by or disclosed to Employee pursuant to the employment relationship embodied herein, for and in additional consideration of One Hundred and no/100 Dollars ($100.00), which is payable within ninety (90) days of termination of employment and additional valuable consideration (such additional consideration acknowledged by Corporation and Employee as including but not limited to Employee's employment and Employee's continued employment), the Employee agrees that, beginning on the data of this agreement and continuing for two (2) years after the date which is the later of (a) the termination of the Employee's employment with the Corporation (including any period of this Employee's continued employment or engagement as an employee or consultant following expiration of the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason this Agreement) (the “No-Compete Period”), the Executive "Termination Date") he shall not, directly or indirectly, managefor his own account or as agent, controlemployee, participate inofficer, consult director, trustee, member, consultant or partner, or as a stockholder or equity owner of any corporation or any other entity (except that he may own securities constituting less than five percent (5%) of any class of securities of a public company) , or member of any firm or otherwise, (a) engage or attempt to engage, in the Restricted Territory (as hereinafter defined) , in the business (as hereinafter defined) or any other business or activity which is the same as, substantially similar to or directly or indirectly competitive with the business conducted by the corporation at the Employee's termination date, (b) employ or solicit the employment of any person who is employed by the Corporation at the Employee's termination date or at any time during the six- month period preceding the Employee's termination date, (c) canvass or solicit business in competition with the business conducted by the Corporation immediately prior to the termination date from any person or entity who during the six-month period preceding the termination date shall have been a customer or client of the Corporation, or from any person or 85 entity which the Employee has reason to believe might thereafter become a customer or client of the Corporation as a result of marketing, contacts or other facts and circumstances of which the Employee is aware, (d) willfully dissuade or discourage any person or entity from using, employing or conducting business with the Corporation or (e) disrupt or interfere with, render or seek to disrupt or interfere with, the business or contractual relationship between the Corporation and any supplier who during the six-month period preceding the termination date shall have supplied components, materials or services toto the Corporation. For purposes of this Agreement, the term Restricted Territory shall mean anywhere in the world. Business is defined as the inventing, developing, marketing, sales, and manufacture of gaming and gaming related products and services and any other lawful business activity engaged in by the Corporation on the termination date. Notwithstanding the foregoing, the restrictions imposed by this Section 14. or Sections 15. through 17. hereof shall not in any manner engage in any pumping unit be construed to prohibit, directly or gear manufacturing business (indirectly, the “Subject Businesses”) with (any such action to be referred to Employee from serving as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive employee of the Corporation in accordance with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business terms and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions conditions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedAgreement. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement15.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment While employed by the Company without Cause or termination and for a period of the Executive’s employment by the Executive for Good Reason one (1) year thereafter (the “No-Compete "Restricted Period”"), the Executive Employee shall not, directly or indirectly, enter into the employment of, render any services to, engage, manage, controloperate, join, or own, or otherwise offer other assistance to or participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” withofficer, director, employee, principal, agent, proprietor, representative, stockholder, partner, associate, consultant, sole proprietor or otherwise, any person that, directly or indirectly, is engaged in the Business anywhere in the Restricted Area (as hereinafter defined). Notwithstanding the foregoing, the Employee may own up to two percent (2%) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association outstanding stock of a publicly held corporation which constitutes or is affiliated with a Person any entity that is engaged in the Subject Businesses Business so long as the Executive Employee is not personally involved in a material respect in the Subject Businesses an officer, director, employee or consultant or otherwise maintains voting control, whether by contract or otherwise, of such Personentity, it being understood that an indirect supervisory role and Employee may be a passive owner of a Subject Business Series B Preferred Stock of the Parent and any underlying common stock into which such Series B Preferred Stock is convertible or any other businesses shares of such Person shall not constitute involvement in a material respectcommon stock of the Parent or securities convertible into or exercisable for shares of common stock of the Parent. If any court having jurisdiction determines that the provisions For purposes of this Section 6 are not enforceable 7, "Restricted Area" means the U.S. U.S. possession and territory or where the Company, Parent or any of their affiliates has conducted or proposes to conduct business or offers any services or any other jurisdiction in or to which the fullest extentCompany, because Parent or any of the provisions as their affiliates has conducted or proposes to the time period, the geographical area conduct any business or the scope of activity covered, the Parties agree that such court may narrow offers any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedservices. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach For purposes of this Section 67, and he therefore agrees that "Business" means the business of the Company shall be entitled as described in the recitals to injunctive or other equitable relief for this Agreement, the enforcement hereof. However, in no event shall an asserted violation actual business of the provisions Company, Parent or any of this Section 6 constitute a basis for deferring their respective affiliates as conducted at any time during the Term or withholding any amounts otherwise payable business as proposed to be conducted, including without limitation any anticipated business considered by the Board towards which the Company, Parent or any affiliates thereof has taken material steps or incurred material expenditures in furtherance thereof prior to the Executive under this Agreementtermination date.

Non-Competition. The Executive recognizes that In consideration of the Company’s willingness compensation and other benefits to enter into this Agreement is based in material part on the Executive’s agreement be paid to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of Employee under this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreementother additional valuable consideration, and the receipt and sufficiency of which is hereby acknowledged, during and in view of the unique value to Corporation of the services of Employee and the confidential information obtained by or disclosed to Employee pursuant to the employment relationship embodied herein, for and in additional consideration of One Hundred and no/100 Dollars ($100.00), which is payable within ninety (90) days of termination of employment and additional valuable consideration (such additional consideration acknowledged by Corporation and Employee as including but not limited to Employee's employment and Employee's continued employment), the Employee agrees that, beginning on the data of this agreement and continuing for two (2) years after the date which is the later of (a) the termination of the Employee's employment with the Corporation (including any period of this Employee's continued employment or engagement as an employee or consultant following expiration of the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason this Agreement) (the “No-Compete Period”), the Executive "Termination Date") he shall not, directly or indirectly, managefor his own account or as agent, controlemployee, participate inofficer, consult director, trustee, member, consultant or partner, or as a stockholder or equity owner of any corporation or any other entity (except that he may own securities constituting less than five percent (5%) of any class of securities of a public company) , or member of any firm or otherwise, (a) engage or attempt to engage, in the Restricted Territory (as hereinafter defined) , in the business (as hereinafter defined) or any other business or activity which is the same as, substantially similar to or directly or indirectly competitive with the business conducted by the corporation at the Employee's termination date, (b) employ or solicit the employment of any person who is employed by the Corporation at the Employee's termination date or at any time during the six-month period preceding the Employee's termination date, (c) canvass or solicit business in competition with the business conducted by the Corporation immediately prior to the termination date from any person or entity who during the six-month period preceding the termination date shall have been a customer or client of the Corporation, or from any person or entity which the Employee has reason to believe might thereafter become a customer or client of the Corporation as a result of marketing, contacts or other facts and circumstances of which the Employee is aware, (d) willfully dissuade or discourage any person or entity from using, employing or conducting business with the Corporation or (e) disrupt or interfere with, render or seek to disrupt or interfere with, the business or contractual relationship between the Corporation and any supplier who during the six-month period preceding the termination date shall have supplied components, materials or services toto the Corporation. For purposes of this Agreement, the term Restricted Territory shall mean anywhere in the world. Business is defined as the inventing, developing, marketing, sales, and manufacture of gaming and gaming related products and services and any other lawful business activity engaged in by the Corporation on the termination date. Notwithstanding the foregoing, the restrictions imposed by this Section 14. or Sections 15. through 17. hereof shall not in any manner be construed to prohibit, directly or indirectly, the Employee from serving as an employee of the Corporation in accordance with the terms and conditions of this Agreement. Employee may continue to engage in his gaming industry consulting business as presently conducted (which does not include product development or improvement), and Employee may continue to maintain ownership of intellectual property developed in such consulting business except for any pumping unit ideas or gear manufacturing business (inventions for products, other patentable matters, developments, and information, all of which shall be the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses property of the Company; providedCorporation pursuant to paragraphs 16, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability17, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement19.

Non-Competition. The Executive recognizes You hereby agree that during your employment with MSO and during any Tail Period (as defined below), you shall not engage in or become associated with a Competitive Activity (as defined below). A “Competitive Activity” shall mean any business which is competitive with any business of MSO and its affiliates with respect to which you performed any duties during your employment with MSO and its affiliates and their predecessors. You shall be deemed to be “engaged in or associated with a Competitive Activity” if you become an owner, employee, officer, director, independent contractor, agent, partner, advisor, or render personal services in any other capacity, with or for any individual, partnership, corporation or other organization (collectively, an “Enterprise”) that is engaged in a Competitive Activity, provided, however, that notwithstanding anything to the Companycontrary, you shall not be prohibited from (a) owning less than five percent of the stock in any publicly traded Enterprise engaging in a Competitive Activity, or (b) being an employee, independent contractor or otherwise providing services to an Enterprise that is engaged in a Competitive Activity so long as your services relate to an aspect or endeavor of such Enterprise that is distinct from, and unrelated to, and you have no influence or control over, such Enterprise’s willingness to enter into this Agreement is based in material part pursuit of a Competitive Activity. “Tail Period” shall mean the period, if any, commencing on the Executive’s agreement to date that your employment with MSO terminates, and ending on the twelve-month anniversary of such date. If, at any time, the provisions of this paragraph 6 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this paragraph shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and you agree that this paragraph as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. You agree that the Executive’s remedies at law for any breach or threat of the provisions breach by you of this paragraph 6 could materially damage the Company. Subject will be inadequate, and that, in addition to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) any other remedy to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, MSO may be entitled at law or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any personequity, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall MSO will be entitled to injunctive seek a temporary or other equitable permanent injunction or injunctions or temporary restraining order or orders to prevent breaches thereof. Your such agreement shall not be deemed to prohibit you from opposing such relief for on the enforcement hereof. However, in no event shall an asserted violation basis of the provisions a dispute of this Section 6 constitute a basis for deferring or withholding facts related to any amounts otherwise payable to the Executive under this Agreementsuch application.

Non-Competition. The Executive recognizes that During (i) the Company’s willingness to enter into this Agreement is based in material part on Consulting Period and (ii) the Executive’s agreement to three-year period immediately following the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than expiration or earlier termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Consulting Period”), the Executive Consultant (A) shall notnot engage, anywhere within the geographical areas in which any Entity is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, employee or consultant of any other organization, in any business which competes with any business then being conducted (a "Competitive Business") by such Entity; (B) shall not solicit or encourage any officer, employee, independent contractor, vendor or consultant of any of the Entities to leave the employ of, or otherwise cease its relationship with, render services toany of the Entities; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; providedcustomers or accounts, howeveror prospective customers or accounts, that of any Entity, which were contacted, solicited or served by any Entity during the foregoing shall not restrict time the Executive from having an Association with a Person that is Consultant was engaged in by any Entity (including during the Subject Businesses so long as time of any prior engagement of the Executive is not personally involved in a material respect in Consultant prior to the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectdate hereof). If the consultant violates any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis 6(d), following the expiration or earlier termination of the Consulting Period, the computation of the time period provided herein shall be tolled form the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for deferring said violation or withholding any amounts otherwise payable (iii) the Consultant provides satisfactory evidence to the Executive under Company that such breach has been remedied. If, at any time, the provisions of this AgreementSection 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Consultant agrees that this Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6(d), Consultant and Company agree that businesses engaged in the pay telephone business, the inmate telephone business, and all businesses engaged in any business that any Entity is engaged in as of the date hereof shall be construed to be a Competitive Business.

Non-Competition. The Executive recognizes that 10.1. So long as the Employee is employed as an Employee or as a Consultant by the Company’s willingness to enter into this Agreement is based in material part on , and for a period of one year following the Executive’s agreement termination of the Employee's employment with the Company for any reason, so long as during said one year period the Company pays to the provisions of this paragraph 6 and that Employee the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) payments to which the Executive did not have access prior to Employee is entitled, the execution of this Agreement, and the receipt of which is hereby acknowledgedEmployee, during the term of his employment hereundersaid one year period, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall notnot engage, directly or indirectly, managein any business activity or own, controldirectly or indirectly, participate inany interest in any business which competes with the business of the Company as conducted or as planned to be conducted by the Company during the Employee's employment at any place within the United States or the world where the Company then conducts business, consult withwhether for his own account or as an employee, render services partner, officer or director of, or consultant or independent contractor to, or in holder of more than five percent (5%) of the equity interest in, any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any other person, firm, partnership or corporation. The foregoing non-competition covenant shall not apply to lines of business, partnershipproducts or services of the Company unless the Employee has had substantial involvement with or been responsible for such lines of business, trust products or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses services of the Company; provided, however, that . If at any time the foregoing provisions shall not restrict be deemed to be invalid or unenforceable or are prohibited by the Executive from having an Association with a Person that is engaged in laws of the Subject Businesses so long state or place where they are to be enforced, by reason of being vague or unreasonable as to duration or place of performance, this section shall be considered divisible and shall become and be immediately amended to include only such time and such area as shall be determined to be reasonable and enforceable by the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and court or other businesses of such Person shall not constitute involvement in a material respect. If any court body having jurisdiction determines that over this Agreement. The Company and the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties Employee expressly agree that such court may narrow any such provision this section, as the court deems necessary to enforceabilityso amended, and this Section 6 shall be enforced valid and binding as so narrowed. The Executive acknowledges that monetary damages would though any invalid or unenforceable provision had not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementbeen included herein.

Non-Competition. The Executive recognizes that During (i) the Company’s willingness to enter into this Agreement is based in material part on Consulting Period and (ii) the Executive’s agreement to two-year period immediately following the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than expiration or earlier termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Consulting Period”), the Executive Consultant (A) shall notnot engage, anywhere within the geographical areas in which any Acquisition Entity is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, employee or consultant of any other organization, in any "Competitive Business" which competes with any business then being conducted by such Acquisition Entity; (B) shall not solicit or encourage any officer, employee, independent contractor, vendor or consultant of any of the Acquisition Entities to leave the employ of, or otherwise cease his relationship with, render services toany of the Acquisition Entities; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; providedcustomers or accounts, howeveror prospective customers or accounts, that of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the foregoing shall time the Consultant was engaged by any Acquisition Entity (including any employment of the Consultant prior to the date hereof). Notwithstanding anything herein to the contrary, the Consultant will not restrict be in violation of this provision if he owns five percent or less of the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role outstanding voting stock of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectpublicly-traded corporation as to which the Consultant is neither an officer, director, nor employer. If If, at any court having jurisdiction determines that time, the provisions of this Section 6 are not enforceable 6(d) shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Consultant agrees that this Section 6 6(d) as so amended shall be enforced valid and binding as so narrowedthough any invalid or unenforceable provision had not been included herein. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach For purposes of this Section 66(d), Consultant and Company agree that Competitive Business shall mean the corrections or penal management businesses and the administration or servicing thereof, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for inmate telephone business and the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementpay telephone business generally.

Non-Competition. The Executive recognizes that A. In the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach event of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration Employee's voluntary withdrawal from GCI's employment or GCI's discharge of the Company’s agreement to provide the Executive Confidential Information (Employee for cause as defined in Section 7) paragraph 7 of the Employment Agreement to which this Exhibit A is appended, until the Executive did not have access prior to expiration of a 24 month period commencing on the execution date of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)her employment, the Executive Employee shall not, not engage or compete directly or indirectly, manageas a principal, controlon her own account, participate or as a shareholder in, consult withor employee of, render services toany corporation or legal entity selling, manufacturing or developing products in the field of Industrial Enzymes which are or may be competitive with those marketed or being developed by GCI on the date of the termination of her employment. (If the Employee is unaware of GCI's development of any projects at the time of the termination of her employment, GCI retains the discretion as to whether to inform the Employee of products it is then developing or considering to develop, but if GCI chooses not to inform the Employee of the development of any project currently being pursued or considered by GCI, all of which are unknown by the Employee, this will not bar the Employee from obtaining employment with a competitor.) The foregoing non-compete restrictions shall likewise apply to employment or competition in any other field of business in which, on the date of employment termination, GCI is manufacturing or selling products in commerce, or for use in any manner engage commerce, in any pumping unit excess of 10.0 Million U.S. Dollars annually or gear manufacturing has committed to commercialize with internal resource expenditures in excess of 5.0 Million U.S. Dollars or has signed a binding contract with a third party concerning such other field of business (in which the “Subject Businesses”) with (value to be received by GCI is in excess of 5.0 Million U.S. Dollars. The Employee, further, shall not extend credit or lend money for the purpose of establishing or operating any such action business, nor furnish any information (including the information subject to be referred the restriction in paragraph I above) or give advice, either directly or undirectly, to as an “Association” with) any personsuch third party corporation or business entity of any kind. The non-compete restrictions of this paragraph A shall apply, corporationin the case of a large corporation conducting business in diverse business fields only to employment or competition in that unit, partnershipdivision, trust subsidiary or other business organization part of such corporation (any such person or entity to be referred to as a “Person”other legal entity) if such business is directly competitive in competition with GCI in the Subject Businesses of the Company; provided, however, that the foregoing fields defined herein and shall not restrict the Executive preclude Employee from having an Association with a Person that is being engaged or employed by such corporation in the Subject Businesses so long other non-competitive fields as the Executive is not personally involved provided for in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectparagraph 4. If the Employee is involuntarily terminated without cause, she will receive Termination Compensation for the period specified unless she becomes employed by a competitor as previously defined herein. At that time, all compensation from GCI ceases. For a period of twenty-four (24) months following the Employee's termination from GCI, the Employee agrees to disclose the name of any court having jurisdiction determines that the provisions of this Section 6 are not enforceable employer to the fullest extentChief Executive Officer two weeks in advance of her employment with any competitor, because of the provisions as to the time periodnon-competitor, the geographical area business or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive her embarking upon self-employment or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementconsulting.

Non-Competition. The Executive recognizes Employee acknowledges that the Company’s willingness to enter into this Agreement Employer is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement not obligated to provide him or her with the Executive Confidential Information (as defined benefits set forth in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and that such benefits, particularly the receipt provisions for severance pay, continuation of which is benefits, paid outplacement and modification of his or her incentive stock option agreements, constitute a bona fide advancement for Employee. Employee hereby acknowledgedwaives any right to assert or claim otherwise. In return for the right to receive such benefits and this advancement, Employee hereby agrees that, during the term of his employment hereunder, and, this Agreement and for a period of one year following the period extending to the first anniversary of his termination of Employee's employment for any reason other than termination of with the Executive’s employment by the Company Company, without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)Employer's prior written consent, the Executive Employee shall not, directly or indirectly, manageown, control, participate have any interest in, consult withact as an officer, render services todirector, agent, employee or consultant of, or assist in any way or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) capacity any person, corporationfirm, association, partnership, trust corporation or other entity which is a creator, manufacturer, distributor, seller or provider of non-meat or vegetarian food products or otherwise engaged in a business organization (any such person or entity that is substantially similar to be referred to as a “Person”) if such business is directly competitive and/or competes with the Subject Businesses business then engaged in by Employer (a "Competitive Entity") in any geographical area where Employer engages in such business. The restrictions of this section prohibiting ownership in a Competitive Entity shall not apply to Employee's ownership of less than five percent (5%) of publicly-traded securities of any Competitive Entity. While the Employee and Employer acknowledge that the restrictions contained in this section are reasonable, in the unlikely event that any court should determine that any of the Company; providedrestrictive covenants contained in this section, howeveror any part thereof, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, unenforceable because of the provisions as to the time periodduration of such provision, the geographical area covered thereby or the scope of activity coveredany other basis, the Parties agree that such court may narrow any shall have the power to reduce the duration or area of such provision as the court deems necessary to enforceabilityor otherwise amend it and, in its reduced form, such provision shall then be enforceable and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementenforced.

Non-Competition. The Executive recognizes that the Companynature of Employee’s willingness employment with Employer has given Employee access to enter into this Agreement is based in material part on the Executivetrade secrets and confidential information, including information about Employer’s agreement to the provisions of this paragraph 6 technology and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Companycustomers. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledgedTherefore, during the term of his employment hereunder, and, for two (2) years following the period extending to the first anniversary of his termination of employment for any reason other than termination closing of the Executive’s employment by Merger, Employee will not engage in, be employed by, perform services for, participate in the Company without Cause ownership, management, control or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)operation of, the Executive shall notor otherwise be connected with, either directly or indirectly, manage, control, participate in, consult with, render any business or activity whose efforts are in competition with (i) the products or services tomanufactured or marketed by Employer and/or any of its subsidiaries at the time of the closing of the Merger, or (ii) the products or services which have been under research or development by Employer and/or any of its subsidiaries during Employee’s employment, and which Employer and/or any of its subsidiaries has demonstrably considered for further development or commercialization. The geographic scope of this restriction shall extend to anywhere Employer and/or any of its subsidiaries is doing business, has done business or intends to do business. Employee acknowledges that the restrictions are reasonable and necessary for protection of the business and goodwill of Employer. If, within two years following the date of closing of the Merger, Employee violates this Non-Competition provision, Employee shall thereupon immediately forfeit all cash payments received for accelerated equity in any manner engage in any pumping unit the Merger and all payments made or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses made under Section 5.1 of the Company; provided, however, Change of Control Agreement and return to Employer all such payments theretofore made. The parties acknowledge and agree that the foregoing shall not restrict Change of Control Agreement is being modified only by adding the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such above provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event and upon effectiveness of a breach the closing of this Section 6, the Merger\ and he therefore agrees that nothing else in the Company Change of Control Agreement shall be entitled to injunctive or other equitable relief for affected by this Addendum. The parties further acknowledge and agree that this Addendum shall be null if the enforcement hereof. However, in no event shall an asserted violation closing of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this AgreementMerger does not occur.

Non-Competition. The Executive recognizes that the Company’s willingness As a condition to enter into this Agreement is based in material part on the Executive’s agreement receiving any benefits pursuant to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, the Employee agrees that during his period of employment and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to through the first anniversary of his termination Date of employment for Termination, the Employee shall not engage in or become associated with any reason Competitive Activity. For purposes of this Section 10, a "Competitive Activity" shall mean any business or other than termination endeavor that engages in any country in which the Company or its Affiliates have business operations in a business that directly or indirectly competes with all or any substantial part of any of the Executive’s employment by business in which the Company without Cause or termination its Affiliates is engaged at the time of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)Employee's Date of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if he becomes involved as an owner, the Executive shall notemployee, directly or indirectlyofficer, managedirector, controlindependent contractor, participate inagent, consult withpartner, render services toadvisor, lender, or in any manner engage in other capacity calling for the rendition of the Employee's personal services, either alone or with any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporationindividual, partnership, trust corporation or other business organization (that is engaged in a Competitive Activity and his involvement relates in any respect to the Competitive Activity of such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Companyentity; provided, however, that the foregoing Employee shall not restrict be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such PersonCompany. If, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If at any court having jurisdiction determines that time, the provisions of this Section 6 are not enforceable 10 shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this Section _ shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 10 as so amended shall be enforced valid and binding as so narrowed. The Executive acknowledges that monetary damages would though any invalid or unenforceable provision had not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementbeen included herein.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in In consideration of the CompanyEmployer’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledgedobligations hereunder, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the ExecutiveEmployee’s employment by hereunder and during the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason Designated Period (the “No-Compete Period”)as defined herein) thereafter, the Executive shall notEmployee will not (i) anywhere within North America, engage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withdirector, render employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services tofor periodicals, magazines and journals or (B) is engaged in any manner engage in other business activity that the Employer is conducting at the time of the Employee’s termination or any pumping unit or gear manufacturing business activity related thereto that the Employer has notified the Employee that it proposes to conduct (the “Subject BusinessesDesignated Industry”), (ii) with (divert to any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses competitor of the Company; providedEmployer any customer of the Employer, howeveror (iii) solicit or encourage any officer, that employee or consultant of the foregoing Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall not restrict mean a period equal to the Executive from having an Association with a Person that longer of (x) twelve (12) months or (y) the period during which the Employer is engaged paying to the Employee the severance payments described in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect§6(e). If at any court having jurisdiction determines that time the provisions of this Section 6 are not enforceable §9 shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 §9 as so amended shall be enforced valid and binding as so narrowed. The Executive acknowledges that monetary damages would though any invalid or unenforceable provision had not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementbeen included herein.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions term of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “NoNon-Compete Period”), the Executive agrees that he shall not, directly not work for or indirectly, manage, control, participate in, consult with, render services to, or be interested in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as exploration, development, and/or production of oil and/or gas in the general geographic area in which the Employer conducts, or intends to conduct, any such operations. In the event the Executive's employment is terminated by the Employer For Cause or the Executive terminates his employment for other than Good Reason, the Non-Compete Period shall be extended until the earlier of (i) one year after the date of such termination; and (ii) the then scheduled expiration of the term of the Agreement. In the event the Executive is not personally involved terminated in a material respect manner in which his Basic Salary is continued, or he is paid a lump-sum, which, for this purpose shall be deemed to be a salary continuation for the period represented by the amount that the lump sum would have represented as though Executive’s employment had continued, the Non-Compete Period shall be extended through the period of such continued compensation or deemed continued compensation. For the further purposes of this Agreement, the term "work for or be interested in any business" means that the Executive is a stockholder, director, officer, employee, partner, individual proprietor, lender or consultant with that business, but not if his interest is limited solely to the passive ownership of five percent (5%) or less of any class of the equity or debt securities of a corporation whose shares are listed for trading on a national securities exchange or traded in the Subject Businesses over-the-counter market. In the event that any part of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If this Section 9 is adjudged invalid or unenforceable by any court of record, board of arbitration or judicial or quasi judicial entity having jurisdiction determines that thereof by reason of length of time, geographical coverage, activities covered, or for any other reason, then the invalid or unenforceable provisions of this Section 6 are not enforceable covenant shall be deemed reformed and amended to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, maximum extent permissible under applicable law and this Section 6 shall be enforced and enforceable as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for amended in accordance with the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation intention of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementparties as expressed herein.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information Restricted Period (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”below), Executive will not, in the Executive shall notApplicable Territory (as defined below), directly or indirectly, managewhether for himself or for any other person or entity, controland whether as a proprietor, participate inprincipal, consult withshareholder, render services topartner, agent, employee, consultant, independent contractor, or in any manner other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), or engage or assist others in engaging in, any pumping unit business or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business enterprise that is directly competitive with the Subject Businesses Company’s business, including but not limited to any business or enterprise that researches, develops, manufactures, markets, licenses, sells or provides any product or service that competes with any product or service researched, developed, manufactured, marketed, licensed, sold or provided, or planned to be researched, developed, manufactured, marketed, licensed, sold or provided by the Company or any of its affiliates or subsidiaries (a “Competitive Business”), if Executive would be performing job duties or services for the Competitive Business that are of a similar type that Executive performed for the Company at any time during the last two (2) years of Executive’s employment. As a senior leader for the Company, Executive acknowledges and agrees that, in the performance of Executive’s duties for the Company (including, without limitation, assisting the Company with its overall business strategy), Executive will be privy to and rely upon Confidential Information regarding all aspects of the Company; provided’s business and operations. Accordingly, however, Executive acknowledges and agrees that the foregoing shall not restrict the Executive from having an Association with undertaking a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved role in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role Competitive Business would constitute performing job duties or services of a Subject Business similar type that Executive performed for the Company. Notwithstanding the foregoing, both Executive and the Company recognize and acknowledge that nothing in this Section 5(b)(i), any other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions section of this Section 6 are not enforceable Agreement or elsewhere is intended to the fullest extentor shall be interpreted to (x) restrict Executive’s ability, because after he ceases to be an employee of the provisions as Company, to practice law, in violation of the time period, the geographical area Massachusetts Rules of Professional Conduct 5.6 or other applicable rules of professional conduct; or (y) expand the scope of activity covered, the Parties agree that such court may narrow any such provision Executive’s duty to maintain privileged or confidential information obtained in connection with his role as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy counsel for the Company in the event beyond what is permitted under Massachusetts Rules of a breach of this Section 6Professional Conduct 1.6 and 1.9, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation applicable rules of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementprofessional conduct.

Non-Competition. The Executive Employee recognizes that the Company’s willingness various items of Proprietary Information are special and unique assets of Employer and need to enter be protected from improper disclosure. Employee further recognizes that in the course of his/her employment, he/she will have contact with customers, suppliers, and other business associates of Employer. In consideration of the disclosure of the Proprietary Information to Employee, Employer's entering into this Agreement and agreeing to employ Employee, Employer's good will with which Employee will be vested, Employee covenants and agrees that during the period that Employee is based employed by Employer and for a period of twenty four (24) months after Employee ceases to be employed by Employer, Employee will not directly or indirectly engage in material part on any business competitive with those in which Employer engages at the Executive’s agreement time Employee ceases to be employed by Employer, any business reasonably expected at the time Employee ceases to be employed by Employer to thereafter be engaged in by Employer, or any business planned or discussed, but not implemented, by Employer at or before the time Employee ceases to be employed by Employer (collectively, the "Competing Business"). This covenant shall apply to the provisions geographical area that includes the designated business territory of this paragraph 6 and that Employer, which is defined in Exhibit B attached hereto (the Executive’s breach "Restricted Territory"). To "directly or indirectly engage in" a Competing Business includes, but is not limited to: (a) engaging in such a business as owner, partner, or agent (except for owning less than five percent (5%) of the provisions equity of this paragraph 6 could materially damage the Companyany publicly traded entity); (b) becoming an employee, consultant, or contractor of any party that is engaged in such business; or (c) becoming interested directly or indirectly in any such business. Subject to the further provisions This covenant on Employee's part shall be construed as an agreement independent of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution any other provision of this Agreement, and the receipt existence of which is hereby acknowledgedany claim or cause of action of Employee against Employer, during the term of his employment hereunderwhether predicated on this Agreement or otherwise, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that defense to the provisions enforcement by Employer of this Section 6 covenant. Employee acknowledges and agrees that these noncompetition provisions are not enforceable to reasonable and are necessary for the fullest extent, because protection of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceabilityEmployer's legitimate competitive business interests, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore Employee agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementnoncompetition provision will not adversely affect Employee's livelihood.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on During the Executive’s agreement to 's employment with the provisions of this paragraph 6 Company and that (ii) the Executive’s breach of three-year period immediately following the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)'s employment, the Executive (A) shall notnot engage, anywhere within the geographical areas in which any Acquisition Entity is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, employee or consultant of any other organization, in any "Competitive Business' which competes with any business then being conducted by such Acquisition Entity; (B) shall not solicit or encourage any officer, employee, independent contractor, vendor or consultant of any of the Acquisition Entities to leave the employ of, or otherwise cease his relationship with, render services toany of the Acquisition Entities; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; providedcustomers or accounts, howeveror prospective customers or accounts, that of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the foregoing shall not restrict time the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as was employed by any Acquisition Entity (including any employment of. the Executive is not personally involved in a material respect in prior to the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectdate hereof). If the Executive violates any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for deferring said violation or withholding any amounts otherwise payable (iii) the Executive provides satisfactory evidence to the Company that such breach has-been remedied. If, at any time, the provisions of "this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive under agrees that this Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that only businesses engaged in the pay telephone business, the inmate telephone business, and/or all businesses engaged in any business that AmeriTel is engaged in as of the date of this Agreement, shall be in a "Competitive Business."

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information During (as defined in Section 7i) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by with the Company without Cause or termination of Corporation and (ii) the Executive’s employment by the Executive for Good Reason (the “NoPost-Compete Employment Non-Competition Period”), the Executive (A) shall notnot engage, anywhere within the geographical areas in which the Corporation or any of its subsidiaries is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, executive or consultant of any other organization, in any business which involves or relates to providing services to a Competitive Business (defined below); (B) shall not solicit or encourage any officer, executive, independent contractor, vendor or consultant of the Corporation or any of its subsidiaries to leave the employ of, or otherwise cease his relationship with, render services tothe Corporation or any of its subsidiaries; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in of the customers or accounts, of the Corporation or any pumping unit or gear manufacturing business (the “Subject Businesses”) with (of its subsidiaries, which were served by any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with during the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict time the Executive from having an Association with a Person that is engaged in was employed by the Subject Businesses so long as Corporation. If the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If violates any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Corporation, (ii) the Corporation states in writing that it will seek no judicial relief for deferring said violation, or withholding any amounts otherwise payable (iii) the Executive provides satisfactory evidence to the Corporation that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive under agrees that this Agreement.Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Corporation agree that:

Non-Competition. The Executive recognizes that During (i) the Company’s willingness to enter into this Agreement is based in material part on Consulting Period and (ii) the Executive’s agreement to two- year period immediately following the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than expiration or earlier termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Consulting Period”), the Executive Consultant (A) shall notnot engage, anywhere within the geographical areas in which any Acquisition Entity is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, employee or consultant of any other organization, in any "Competitive Business" which competes with any business then being conducted by such Acquisition Entity; (B) shall not solicit or encourage any officer, employee, independent contractor, vendor or consultant of any of the Acquisition Entities to leave the employ of, or otherwise cease his relationship with, render services toany of the Acquisition Entities; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; providedcustomers or accounts, howeveror prospective customers or accounts, that of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the foregoing shall time the Consultant was engaged by any Acquisition Entity (including any employment of the Consultant prior to the date hereof). Notwithstanding anything herein to the contrary, the Consultant will not restrict be in violation of this provision if he owns five percent or less of the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role outstanding voting stock of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectpublicly-traded corporation as to which the Consultant is neither an officer, director, nor employer. If If, at any court having jurisdiction determines that time, the provisions of this Section 6 are not enforceable 6(d) shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Consultant agrees that this Section 6 6(d) as so amended shall be enforced valid and binding as so narrowedthough any invalid or unenforceable provision had not been included herein. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach For purposes of this Section 66(d), Consultant and Company agree that Competitive Business shall mean the corrections or penal management businesses and the administration or servicing thereof, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for inmate telephone business and the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementpay telephone business generally.

Non-Competition. The Executive recognizes that During the Company’s willingness Restriction Period, Employee agrees not to enter into this Agreement is based in material part on (except with the Executive’s agreement to the provisions prior written consent of this paragraph 6 and that the Executive’s breach an authorized representative of the provisions of this paragraph 6 could materially damage the Company. Subject Employer), directly or indirectly, perform or attempt to the further provisions of this Agreement and perform anywhere in consideration of the Company’s agreement to provide the Executive Confidential Information a Restricted Territory (as defined in Section 7below) to which the Executive did not have access prior any Restricted Services (as defined below) that are competitive to the execution Employer. For the purposes of this Agreement, and “Restricted Territory” means the receipt twenty-five (25) mile radius around any of the following locations: (i) any Employer business location at which is hereby acknowledgedEmployee has worked on a regular or occasional basis during Employee’s employment; (ii) Employee’s home if Employee worked from home on a regular or occasional basis; (iii) any potential business location of the Employer under active consideration by the Employer to which Employee has travelled in connection with the consideration of that location; or (iv) any county, parish, or similar political subdivision in the United States where Employee provided services on behalf of the Employer or had a material presence during the term of his employment hereunder, and, for the period extending last twelve (12) months prior to the first anniversary of his Employee’s termination of employment with the Employer. For purposes of this Agreement, “Restricted Services” are any services that are the same or substantially similar to the services Employee performed for Employer in the last two (2) years of Employee’s employment with the Employer. In the event the employment terminates following notice of termination for any reason other than retirement, during such time as the Non-Competition clause is in force, the Employer shall be obligated to pay to the Employee, on a monthly basis, the difference between (x) their monthly income from employment by the Employer at the time of termination of the Executive’s employment by (the Company “Termination base Salary”) and (y) the (lower) income (the “Non-Competition Compensation”) which they actually receive, or could have received, from other employment, another engagement, or in other business activities for work performed during the term of applicability of the Non-Competition clause without Cause or violation of the Non-Competition clause (such difference, the “Non-Competition Make-Whole Payment”). However, the Non-Competition Make-Whole Payment shall not exceed 60% of the previous deemed monthly base salary at the time of termination of the Executive’s employment, where such deemed monthly base salary shall be calculated as the average fixed wages paid to the Employee during the most recently completed 12 calendar months of employment (or such lesser number of months as may apply if the Employee has served for less than a year). For the avoidance of doubt, consideration shall be taken only of such time during which the Employee performed work in the customary position pursuant to the applicable employment agreement. The Employer shall have no obligation to pay a Non-Competition Make-Whole Payment where it is proven that the Non-Competition Compensation is lower than the Termination Salary not as a consequence of the non-Competition clause. To the extent reasonable, the Employee shall limit the loss in income which may occur as a consequence of the application of the non-Competition clause. The Employee shall be obligated to provide, on a monthly basis, the information, inter alia regarding the amount of their income from new employment or business activities, as required by the Executive Employer in order to determine the Non-Competition Make-Whole Payment. In the event the employment terminates for Good Reason Cause (as defined in the “No-Compete Period”Addendum to Employment Agreement between Employee and Employer dated of even date herewith), the Executive Employer shall notnot be obligated to pay any Non-Competition Make-Whole Payment. In the event the Employee receives a separate compensation from the Employer due to the termination of the employment, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to e.g. as a “Person”) if such business is directly competitive with result of change in control or for any reason, the Subject Businesses compensation shall be considered to fully compensate the Employee for the Non-Competition clause in lieu of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so Non-Competition Make-Whole Payment as long as the Executive is not personally involved compensation fully compensates the Employee during the Restrictive Period with in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because total 60% of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedTermination Salary. The Executive acknowledges that monetary damages would not constitute an adequate remedy for Employer may unilaterally limit or revoke the Company Non-Competition clause up until the latter to occur of (i) the termination of Employee’s employment or (ii) in the event of a breach voluntary termination by the Employee, two weeks after the notice in writing to the Employer of this Section 6such termination (such latter date, the “Outside Date”). In any event, not later than within two weeks of the Outside Date, the Employer shall inform the Employee whether, and he therefore agrees that to what extent, the Company non-Competition clause shall be entitled apply with regard to injunctive or other equitable relief for the enforcement hereofits scope and term of applicability. However, in no event shall an asserted violation of the provisions of The Employer may not unilaterally modify this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementinformation.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on During (i) the Executive’s agreement to 's employment with the provisions of this paragraph 6 Company and that (ii) the Executive’s breach of two-year period immediately following the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)'s employment, the Executive (A) shall notnot engage, anywhere within the geographical areas in which any Acquisition Entity is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, employee or consultant of any other organization, in any Competitive Business; (B) shall not solicit or encourage any officer, employee, independent contractor, vendor or consultant of any of the Acquisition Entities to leave the employ of, or otherwise cease his relationship with, render services toany of the Acquisition Entities; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; providedcustomers or accounts, howeveror prospective customers or accounts, that of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the foregoing shall not restrict time the Executive from having an Association with was employed by any Acquisition Entity (including any employment of the Executive prior to the date hereof). Notwithstanding anything herein to the contrary, the Executive will not be in violation of this provision if he owns five percent or less of the outstanding voting stock of a Person that is engaged in the Subject Businesses so long publicly-traded corporation as to which the Executive is not personally involved in a material respect in the Subject Businesses of such Personneither an officer, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectdirector, nor employee. If If, at any court having jurisdiction determines that time, the provisions of this Section 6 are not enforceable 6(d) shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Executive agrees that this Section 6 6(d) as so amended shall be enforced valid and binding as so narrowedthough any invalid or unenforceable provision had not been included herein. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach For purposes of this Section 6, Executive and he therefore agrees that the Company agree that Competitive Business shall be entitled to injunctive mean the corrections or other equitable relief for penal management businesses and the enforcement hereof. Howeveradministration or servicing thereof, in no event shall an asserted violation of and the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to inmate telephone business and the Executive under this Agreementpay telephone business generally.

Non-Competition. The During (i) the Executive's employment with the Company and (ii) the one-year period immediately following the expiration or earlier termination of the Employment Period, the Executive recognizes that (A) shall not engage, anywhere within the geographical areas in which the Company or any of its subsidiaries is then conducting its business operations, directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, executive or consultant of any other organization, in any business which involves or relates to providing services to a Competitive Business (defined below); (B) shall not solicit or encourage any officer, executive, independent contractor, vendor or consultant of the Company or any of its subsidiaries to leave the employ of, or otherwise cease his relationship with, the Company or any of its subsidiaries; and (C) shall not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the customers or accounts, of the Company or any of its subsidiaries, which were served by any such entity during the time the Executive was employed by the Company’s willingness to enter into this Agreement is based in material part on . If the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach Executive violates any of the provisions of this paragraph 6 could materially damage Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company. Subject , (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) the Executive provides satisfactory evidence to the further Company that such breach has been remedied. If, at any time, the provisions of this Agreement Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that "Competitive Business" shall mean (i) the inmate telephone business, (ii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, (iii) the billing, collection and/or validation business within the inmate telephone industry, and/or (iv) any material line of business that the Company or any of its subsidiaries are engaged in consideration on the date of termination, expiration or non-extension of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Employment Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing Competitive Business shall not restrict include an organization where the Executive from having an Association with a Person that is engaged activities described in the Subject Businesses so long as the Executive is (i) through (iv) do not personally involved in represent a material respect in the Subject Businesses portion of such Person, it being understood that an indirect supervisory role of a Subject Business organization's revenues and other businesses of the Executive's primary duties do not relate to such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementactivities.

Non-Competition. The Executive recognizes that For the period beginning with the Effective Date and continuing thereafter until, (x) if before the first annual anniversary of the Effective Date the expiration of six (6) months after termination of Employee's employment with the Company’s willingness to enter into this Agreement is based in material part on , or (y) if after the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach first annual anniversary of the provisions Effective Date the expiration of this paragraph 6 could materially damage nine (9) months after termination of Employee's employment with the Company. Subject to the further provisions of this Agreement , then Employee covenants, warrants and in consideration of the Company’s agreement to provide the Executive Confidential Information represents that he will not: (as defined in Section 7i) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, engage directly or indirectly, managealone or as a shareholder, controlpartner, participate inofficer, consult withdirector, render services toemployee or consultant of any other business organization, including as an agent or reseller of another company that engages in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is activities that are directly competitive with the Subject Businesses Company, including but not limited to the web conferencing, eLearning or audio conferencing industries; (ii) divert to any competitor of the Company any customer of the Company or induce a customer to cease doing business with the Company or, (iii) solicit or encourage any employee of the Company to leave their employment with the Company or seek employment by or with any competitor of the Company or hire directly or indirectly any employee of the Company; provided. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities that are competitive with the Company or (ii) serving as an officer, howeverdirector, that stockholder or employee of an entity whose business operations are not competitive with those of the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectCompany. If any court having jurisdiction determines that Employee will continue to be bound by the provisions of this Section 6 are 9 until their expiration and will not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for any compensation from the enforcement hereofCompany with respect thereto. However, in no event shall an asserted violation of If at any time the provisions of this Section 6 constitute a basis for deferring 9 are determined to be invalid or withholding unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration, scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and binding as though any amounts otherwise payable to the Executive under this Agreementinvalid or unenforceable provision had not been included herein.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during During the term of his the Employee's employment --------------- hereunder and for a period of one (1) year thereafter or for a period of one year after any termination of the Employee's employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason Employee will not (the “No-Compete Period”), the Executive shall nota) engage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withmember, render director, employee, consultant or otherwise of any other business or organization that is engaged or becomes engaged in the development and/or sale of software and/or the provision of services towhich (in the specific markets penetrated by the Employer or as to which, at or in prior to the time of expiration of the initial or any manner engage in extended term of this Agreement or at or prior to termination of the Employee's employment, it has taken significant steps to penetrate) (i) directly compete with the software sold by the Employer and/or with the services provided by the Employer or (ii) compete with any pumping unit or gear manufacturing other business activity of the Employer (the “Subject Businesses”) with (any such action to be collectively referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company"Competitive Business"); provided, however, that the foregoing Employee shall not restrict the Executive be prevented from having an Association being employed by or consulting with a Person that is any division, subsidiary or affiliate of any company engaged in the Subject Businesses a Competitive Business so long as the Executive is not personally involved in a material respect in the Subject Businesses division, subsidiary or affiliate of such Personcompany does not directly or indirectly engage in any Competitive Business or (b) solicit or encourage any officer, it being understood that an indirect supervisory role employee or consultant of a Subject Business the Employer to leave its employ for alternative employment. If during the said one-year period the Employee is employed or retained by another company, he shall, at least twenty one (21) days prior to commencement of employment or other duties for such company notify the Employer as to the name, address and other businesses telephone number of such Person company and the name of his new supervisor. The Employer shall have the option to take reasonable steps to verify that such employment shall not constitute involvement in a material respect. If any court having jurisdiction determines that violate the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed9. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall Employee will continue to be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of bound by the provisions of this Section 6 constitute a basis for deferring or withholding ss.9 until their expiration, and shall not be entitled to any amounts otherwise payable compensation from the Employer with respect thereto except as may be provided in ss.6(d) hereof; provided, however, that this ss.9 shall not apply if the Employer shall default in the payment of any amount due to the Executive under Employee pursuant to ss.6(d) hereof and shall have failed to cure such default within twenty (20) days after written notice from the Employee specifying such default. If at any time the provisions of this Agreementss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. The Executive recognizes Provided that the Company’s willingness to enter into this Agreement has not been breached by the Corporation, the Employee agrees that he shall not at any time prior to one (1) year after the earlier to occur of (i) the expiration of the Term hereunder and (ii) the termination of his employment with the Corporation, own, manage, operate, be a director or an employee of, or a consultant to any business or corporation which is based conducting any business within the generic drug industry or which competes with or conducts the same business as or similar to that conducted by the Corporation in material part on the Executive’s agreement United States. The Employee further agrees that, provided this Agreement has not been breached by the Corporation, he shall not, at any time prior to one (1) year after the provisions earlier to occur of this paragraph 6 (i) the expiration of the Term hereunder and that (ii) the Executive’s breach termination of his employment with the Corporation, assist or allow any such business or corporation to hire anyone who was employed by the Corporation at such time or at any time during the preceding twelve months. If any of the provisions of this paragraph 6 could materially damage section, or any part thereof, is hereinafter construed to be invalid or unenforceable, the Company. Subject same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectinvalid portions. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring section, or withholding any amounts otherwise payable part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Corporation's right to the Executive under relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this Agreementpurpose, severable into diverse and independent covenants.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information During (as defined in Section 7i) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by with the Company without Cause or termination of Corporation and (ii) the Executive’s employment by the Executive for Good Reason (the “NoPost-Compete Employment Non-Competition Period”), the Executive (A) shall notnot engage, anywhere within the geographical areas in which the Corporation or any of its subsidiaries is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, executive or consultant of any other organization, in any business which involves or relates to providing services to a Competitive Business (defined below); (B) shall not solicit or encourage any officer, executive, employee, independent contractor, vendor or consultant of the Corporation or any of its subsidiaries to leave the employ of, or otherwise cease or reduce his or its relationship with, render services tothe Corporation or any of its subsidiaries; provided that a general solicitation not targeted at any such officer, executive, employee, contractor, vendor or consultant shall not violate this Section 5(d); and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in of the customers, accounts or venders, of the Corporation or any pumping unit or gear manufacturing business (the “Subject Businesses”) with (of its subsidiaries which were served by any such action entity within twenty-four (24) months of the time the Executive ceases to be referred to as an “Association” withemployed by the Corporation. This Section 6(d) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict prohibit the Executive from having an Association with owning less than 5% of the common stock of any entity whose common stock is listed on a Person national exchange, interdealer quotation system, or over-the-counter bulletin board; provided that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses an officer, director, employee or consultant of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectentity. If the Executive violates any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis 5(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (1) the date judicial relief is obtained by the Corporation, (2) the Corporation states in writing that it will seek no judicial relief for deferring said violation, or withholding any amounts otherwise payable (3) the Executive provides satisfactory evidence to the Corporation that such breach has been remedied. If, at any time, the provisions of this Section 5(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive under agrees that this Agreement.Section 5(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 5, Executive and the Corporation agree that:

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution Term of this Agreement, and the receipt for a period of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason twelve (12) months thereafter (the “No-Compete Non–Competition Period”), the Executive REFERRING AGENT shall notnot contact, initiate contact with, or attempt to do business with, either directly or indirectly, manageany Completed Client Introduction whether an individual or an entity, controland if an entity, participate inany officer, consult withdirector, render services tomanager, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any personshareholder, corporationmember, partnershipconsultant, trust employee, agent or other business organization (affiliate of such Completed Client Introduction, for the purpose of introducing such Completed Client Introduction to any such person competing individual or entity with a similar business to be referred GTN’s Business. Additionally, at any time GTN is gathering information for a proposal to as a “Person”Client Introduction (for the three month period set forth in Section 1 above) if such business is directly competitive with and/or Completed Client Introduction (for the Subject Businesses Non– Competition Period) and/or providing pricing and terms to a Client Introduction (for the three month period set forth in Section 1 above) and/or Completed Client Introduction (for the Non–Competition Period), REFERRING AGENT shall not reveal any of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association information for such proposal and/or such pricing and/or terms directly or indirectly to any competing individual or entity with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectsimilar business to GTN’s Business. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the The Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 action(s) by REFERRING AGENT shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an cause GTN irreparable damage for which there is no adequate remedy for the Company at law. Accordingly, in the event of a breach of this Section 6such event, and he therefore agrees that the Company GTN shall be entitled to seek temporary and/or permanent injunctive relief against each such breach or violation from any court of competent jurisdiction immediately upon request, without the need to obtain a bond or other equitable security. The right of GTN to seek injunctive relief for the enforcement hereofshall not limit in any manner GTN’s right to seek other and/or additional remedies at law or in equity. However, in no event shall an asserted violation If REFERRING AGENT violates any of the provisions of the previous paragraph of this Section 6 constitute with respect to a basis for deferring or withholding Completed Client Introduction, REFERRING AGENT shall pay to GTN any amounts otherwise payable and all compensation paid to the Executive under REFERRING AGENT pursuant to this AgreementAgreement within thirty (30) days of any such finding by a court of law.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach term of the provisions of this paragraph 6 could materially damage Employee's employment hereunder and during the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information Designated Period (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”herein), the Executive shall notEmployee will not (i) anywhere within North America, engage, directly or indirectly, managealone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withdirector, render services to, employee or in consultant of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization that (any such person A) is engaged or entity to be referred to as a “Person”becomes engaged in the business of providing publishing and printing services for catalogs, periodicals, journals and/or books or (B) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in any other business activity that Sheridan (including for purposes of this §9, its subsidiaries) is conducting at the Subject Businesses so long as time of the Executive Employee's termination or any activity related thereto of which the Employee had knowledge that Sheridan proposes to conduct (the "Designated Industry"), (ii) divert to any competitor of Sheridan any customer of Sheridan, or (iii) solicit or encourage any officer, employee or consultant of Sheridan to leave its employ for employment by or with any competitor of Sheridan. The term "Designated Period" shall mean a period following the termination of the Employee's employment hereunder ending on the latest of (a) the date twelve (12) months after the termination of the Employee's employment hereunder, (b) May 25, 2009 and (c) the last day of the Severance Period during which the Employee is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectreceiving payments pursuant to §6(e). If at any court having jurisdiction determines that time the provisions of this Section 6 are not enforceable §9 shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or unreasonable as to the time periodarea, the geographical area duration or the scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 §9 as so amended shall be enforced valid and binding as so narrowed. The Executive acknowledges that monetary damages would though any invalid or unenforceable provision had not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementbeen included herein.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach term of the provisions of this paragraph 6 could materially damage Employee’s employment hereunder and for the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information Designated Period (as defined below) after termination of the Employee’s employment hereunder, the Employee will not (a) anywhere within any country, state or province in Section 7which any Company conducts business, provide or undertake (as an officer, director, employee, consultant, advisor or otherwise) any services, roles, duties or responsibilities that are the same as, substantially similar to which or analogous to any of the Executive did not have access prior services, roles, duties or responsibilities provided or undertaken by the Employee for the Companies to or for any business organization that is engaged or becomes engaged in the execution business of this Agreement, and providing the receipt same or any substantially similar services or products offered or planned to be offered by any of which is hereby acknowledged, the Companies during the term of his the Employee’s employment hereunder, and, for or at the period extending time of the Employee’s termination or that any Company has notified the Employee at any time prior to the first anniversary time of his such termination of employment that it proposes to conduct and for which any reason other than termination of the Executive’s employment by Companies have, prior to the Company without Cause or termination time of the Executive’s employment by the Executive for Good Reason such termination, expended substantial resources (the “No-Compete PeriodDesignated Industry”), or (b) solicit any employee of any of the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services toCompanies to leave its employ for alternative employment, or in hire or offer employment to any manner engage in person to whom the Employee actually knows any pumping unit or gear manufacturing business of the Companies has offered employment. For purposes hereof, the term “Designated Period” shall mean (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”i) if such business the Employee’s employment is directly competitive terminated (A) by the Employer pursuant to §6(d), (B) in connection with the Subject Businesses of Employer’s election not to renew the Company; providedTerm or any Renewal Term pursuant to §3 above, howeveror (C) by the Employee pursuant to §6(e), that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged twelve (12) months and (ii) in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Personall other cases, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respecteighteen (18) months. If any court having jurisdiction determines The Employee acknowledges that the provisions of this Section 6 §9 are not enforceable essential to protect the fullest extent, because business and goodwill of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedCompanies. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall Employee will continue to be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of bound by the provisions of this Section 6 constitute a basis §9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this §9 in consideration for deferring or withholding any amounts otherwise payable the compensation, severance and other benefits to be provided by the Employer to the Executive under Employee pursuant to the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Employee from practicing law with any law firm or law practice that has not been established by the Employee for the primary purpose of providing legal services to a single client in the Designated Industry and that has not retained or engaged the Employee for the primary purpose of providing legal services to a single client in the Designated Industry.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions term of this Agreement and in consideration for a period of six (6) months following the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution termination of this Agreement, and Executive will not directly or indirectly whether as a partner, consultant, agent, employee, co-venturer, greater than two percent owner or otherwise or through any other person (as hereinafter defined): (a) be engaged in any business which develops software or manufactures or sells hardware for use in the receipt specialty retail, restaurant, supermarket or convenience store sectors of the POS market (A) in any part of the world in which the Company is hereby acknowledged, during engaged in selling its products directly or indirectly at the term of his employment time the Executive ceases to provide services hereunder, and(B) if the territorial restriction in the preceding clause is deemed to be too broad, for then the period extending areas shall be the countries in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (C) if the first anniversary territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the continent of his termination of employment for any reason other than termination North America, (D) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be those states of the Executive’s employment by United States in which the Company without Cause is engaged in selling its products directly or termination of indirectly at the Executive’s employment time the Executive ceases to provide services hereunder, (E) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be any states in which the services performed by the Executive for Good Reason the Company are directly related to the products and services provided by the Company to its customers in such states, or (F) if the “No-Compete Period”)territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the states of New York and any other state in which the Executive shall not, directly actually performed services for the Company during the Employment Period; or indirectly, manage, control, participate in, consult with, render services to, or in (b) attempt to recruit any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses employee of the Company, assist in their hiring by any other Person, or encourage any employee to terminate his or her employment with the Company; or (c) encourage any customer of the Company to conduct with any other person any business or activity which such customer conducts or could conduct with the Company. For purpose of this Section 7, the term "Company" shall include any person controlling under common control with or controlled by, the Company, provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses to Tridex Corporation and any subsidiary of such PersonTridex Corporation, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because 7 shall cease and be of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, no force and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for effect six (6) months after the Company in the event is no longer a subsidiary of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this AgreementTridex.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach term of the provisions of this paragraph 6 could materially damage Employee's employment hereunder and for the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information Designated Period (as defined in Section 7below) to which after termination of the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his Employee's employment hereunder, andthe Employee will not (a) anywhere in the world, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall notengage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than two percent (2%) of the common stock of any publicly traded corporation), controlpartner, officer, director, employee, consultant or advisor, or otherwise in any way participate in, consult in or become associated with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (that is engaged or becomes engaged in any such person business that is the same or entity to be referred to as a “Person”) if such substantially identical business of any of the Companies, or is directly competitive with, any business activity that any of the Companies is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which any of the Companies have, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of any of the Companies any customer of any of the Companies, (c) solicit any employee of any of the Companies (other than by a general advertisement not directed at the employees of any of the Companies) to leave its employ for alternative employment, or (d) hire or offer employment to any person who was an employee of any of the Companies, or any person to whom the Employee actually knows any of the Companies has offered employment, in either case within 180 days prior to the date of the Employee's termination. For purposes hereof, the term "Designated Period" shall mean (i) in all cases other than as set forth in clause (ii) below, two (2) years and (ii) in the case the Employee's employment is terminated pursuant to Section 3 in connection with the Subject Businesses expiration of the Company; providedInitial Term or any subsequent term hereunder, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectone (1) year. If any court having jurisdiction determines The Employee acknowledges that the provisions of this Section 6 9 are not enforceable essential to protect the fullest extent, because business and goodwill of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedCompanies. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall Employee will continue to be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of bound by the provisions of this Section 6 constitute a basis 9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this Section 9 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this Section 9 in consideration for deferring or withholding any amounts otherwise payable the compensation, severance and other benefits to be provided by the Employer to the Executive under Employee pursuant to the terms of this Agreement.

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

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during During the term of his the Employee's employment hereunder and until one (1) year after termination of the Employee's employment hereunder, andthe Employee will not (a) in any region in which the Employer or any of its subsidiaries (including, for the period extending to the first anniversary of his termination of employment for without limitation, any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)Bishxx Xxxpanies) operate, the Executive shall notengage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withdirector, render services toemployee or consultant of any other business organization that is engaged or becomes engaged in the business of manufacturing or distributing aluminum, wood or vinyl windows or doors or in any manner engage in other business activity that the Employer or any pumping unit of the Bishxx Xxxpanies is conducting at the time of the Employee's termination or gear manufacturing business has notified the Employee that it proposes to conduct (the “Subject Businesses”"Designated Industry"), (b) with (divert to any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses competitor of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged Employer in the Subject Businesses so long as Designated Industry any customer of the Executive is not personally involved in a material respect Employer or of any of the Bishxx Xxxpanies, or (c) solicit or encourage any officer, employee or consultant of the Employer or of any of the Bishxx Xxxpanies to leave its employ for employment by or with any competitor of the Employer or of any of the Bishxx Xxxpanies in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectDesignated Industry. If at any court having jurisdiction determines that time the provisions of this Section 6 are not enforceable 10 shall be determined to the fullest extentbe invalid or unenforceable, because by reason of the provisions being vague or as to the time periodarea, the geographical area duration or the scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity covered, the Parties agree that such court may narrow any such provision as shall be determined to be reasonable and enforceable by the court deems necessary to enforceability, or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 10 as so amended shall be enforced valid and binding as so narrowed. The Executive acknowledges that monetary damages would though any invalid or unenforceable provision had not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementbeen included herein.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on During (i) the Executive’s agreement to 's employment with the provisions of this paragraph 6 Company and that (ii) the Executive’s breach of one-year period immediately following the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than expiration or earlier termination of the Executive’s employment by Employment Period provided that said one-year period shall be extended for an additional year in the Company without Cause or termination of the Executive’s employment by event the Executive for Good Reason (as opposed to the “No-Compete Company) terminates his employment during the Employment Period”), the Executive (A) shall notnot engage, anywhere within the geographical areas in which any Xxxxxx Entity is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, Executive or consultant of any other organization, in any Competitive Business; (B) shall not solicit or encourage any officer, Executive, independent contractor, vendor or consultant of any of the Xxxxxx Entities to leave the employ of, or otherwise cease his relationship with, render services toany of the Xxxxxx Entities; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; providedcustomers or accounts, howeveror prospective customers or accounts, that of any Xxxxxx Entity, which were contacted, solicited or served by any Xxxxxx Entity during the foregoing shall not restrict time the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as was employed by any Xxxxxx Entity. If the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If violates any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for deferring said violation, or withholding any amounts otherwise payable (iii) the Executive provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive under agrees that this AgreementSection 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the pay telephone business, (iii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, and/or (iv) any significant business that the Xxxxxx Entities are engaged in on the date of termination or expiration of the Employment Period.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide For so long as the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, is employed by 70MM and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, continuing for the period extending of time during which 70MM is obliged to pay any amounts to the first anniversary Executive under Section 4.1.1 hereof (up to three years) after the date of his termination of employment for any reason other than the termination of the employment of the Executive with 70MM, notwithstanding whether the Executive’s 's employment by the Company is terminated with or without Cause or termination of the Executive’s employment by whether the Executive for Good Reason (the “No-Compete Period”)resigns, the Executive shall not, without the prior written consent of Imax, directly or indirectly anywhere within Canada, the United States, Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, employee, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than Imax, render any service to or in any way be affiliated with a competitor (or any person or entity that is, at the time the Executive would otherwise commence rendering services to or become, affiliated with such person or entity, reasonably anticipated to become a competitor) of Imax (a "Competitor"), which is principally engaged or reasonably anticipated to become principally engaged in designing or supplying large screen theatres, distributing projection and sound systems for large screen theatres or designing or supplying motion simulation theatres or producing or distributing films for motion simulation theatres or, where such Competitor is not principally engaged in these activities but carries on these activities as part of its business then the Executive shall not directly or indirectly provide services to such Competitor in connection with these activities. Subsequent to the period referenced above, the Executive shall be free to create and work within a "post production" business (whether or not incorporated), provided that, during the one year period following the period referenced above, no such "post-production" business shall be financed by, directly or indirectly, managenor may the Executive be directly or indirectly employed by, controla direct competitor of Imax (including, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (without limiting the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses generality of the Company; providedterm "direct competitor", howeverIwerks Entertainment, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged Inc. or Showscan Entertainment Inc. or their successors and affiliates) in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedlarge format film business. The Executive acknowledges confirms that monetary damages would not constitute an adequate remedy all restrictions in this Section are reasonable and valid and waives all defences to the strict enforcement thereof. "Post production" business is defined to include post production services related to large format motion pictures, including negative cutting, laboratory supervision, release print assembly and preparation, print quality assurance, print coating and rejuvenation, film storage and inventory control, supervision of optical effects, film production consultation, 35mm daily printdowns, color timing including V.I.S.T. timing, video mastering supervision and tape duplication and supply of ancillary products. Nothing in this provision restricts the Executive during the one year period referred to above from performing services for the Company in the event a direct competitor of Imax as a customer of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementpost production business.

Non-Competition. The Executive recognizes that During the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach term of the provisions of this paragraph 6 could materially damage Employee's employment hereunder and for the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information Designated Period (as defined in Section 7below) to which after termination of the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his Employee's employment hereunder, andthe Employee will not (a) anywhere within the State of Michigan, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall notengage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withdirector, render services to, employee or in consultant of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged or becomes engaged in the Subject Businesses so long as dental business limited to extended care and assisted living facilities in competition with the Executive is not personally involved in Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) (the "DESIGNATED INDUSTRY"), (b) divert to any competitor of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) any customer of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations), or (c) solicit or encourage any officer, employee or consultant of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) to leave their employ for alternative employment, or hire or offer employment to, directly or indirectly, any person whom the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) then employs or to whom the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) has offered employment. For purposes hereof, the term "DESIGNATED PERIOD" shall mean (i) with respect to termination of the Employee's employment hereunder (a) pursuant to Section 7(a) hereof, or (b) pursuant to Section 7(b) hereof, or (c) by the Employee pursuant to Section 7(c) hereof, a material respect in period of eighteen (18) months following the Subject Businesses date of such Persontermination, it being understood that an indirect supervisory role and (ii) with respect to termination of a Subject Business and other businesses the Employee's employment hereunder by the Employer pursuant to Section 7(c) hereof, through such date of such Person shall not constitute involvement in a material respecttermination. If any court having jurisdiction determines The Employee acknowledges that the provisions of this Section 6 10 are not enforceable essential to protect the fullest extent, because business and goodwill of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowedEmployer. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall Employee will continue to be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of bound by the provisions of this Section 6 constitute a basis for deferring 10 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this Section 10 shall be determined to be invalid or withholding unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 10 as so amended shall be valid and binding as though any amounts otherwise payable to the Executive under this Agreementinvalid or unenforceable provision had not been included herein.

Non-Competition. The Executive recognizes hereby agrees with the Corporation that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, andand in certain instances, as provided below, for the a period extending to the first anniversary following termination of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason hereunder, (the “No-Compete Period”), the Executive i) he shall not, directly or indirectly, manage, control, participate engage in, consult withor be employed by, render services or act as a consultant to, or be a director, officer, owner or partner of, or acquire any interest in (other than an interest of 1% or less in the outstanding capital stock of a publicly traded corporation), any business activity or entity which competes with the Corporation or any of its subsidiaries, (ii) he shall not solicit any employee of the Corporation or any of its subsidiaries to leave the employment thereof or in any manner engage way interfere with the relationship of such employee with the Corporation or its subsidiaries, unless he believes in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any good faith at such action during the term of his employment by the Corporation is in the best interests of the Corporation, and (iii) he shall not induce or attempt to be referred to as an “Association” with) induce any personcustomer supplier, corporationlicensee or other individual, partnership, trust corporation or other business organization (having a business relation with the Corporation or its subsidiaries to cease doing business with the Corporation or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or other person and the Corporation or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Companyits subsidiaries; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time periodperiod after termination of the Executive's employment hereunder, the geographical area restrictive covenants set forth in this paragraph (c) shall apply only for that time period for which the Executive has received or is receiving the scope severance benefits described in subparagraphs (ii) and (iii) of activity coveredParagraph 9(b) or subparagraphs (i) and (ii) of Paragraph 9(d) of this Agreement; but provided further that at any time following the termination of employment hereunder, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 Executive shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event released from said restrictive covenants if he waives further payment of a breach of this Section 6, benefits under said subparagraphs and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable repays to the Executive Corporation that portion of any benefits already received under this Agreement.those subparagraphs which corresponds to any period of time which has not yet elapsed. (d)

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on During (i) the Executive’s agreement to 's employment with the provisions of this paragraph 6 Company and that (ii) the Executive’s breach of one-year period immediately following the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than expiration or earlier termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Employment Period”), the Executive (A) shall notnot engage, anywhere within the geographical areas in which any Xxxxxx Entity is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, Executive or consultant of any other organization, in any Competitive Business; (B) shall not solicit or encourage any officer, Executive, independent contractor, vendor or consultant of any of the Xxxxxx Entities to leave the employ of, or otherwise cease his relationship with, render services toany of the Xxxxxx Entities; and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; providedcustomers or accounts, howeveror prospective customers or accounts, that of any Xxxxxx Entity, which were contacted, solicited or served by any Xxxxxx Entity during the foregoing shall not restrict time the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as was employed by any Xxxxxx Entity. If the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If violates any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for deferring said violation, or withholding any amounts otherwise payable (iii) the Executive provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive under agrees that this AgreementSection 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the pay telephone business, (iii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, (iv) the billing, collection and/or validation business, and/or (v) any line of business in which the Xxxxxx Entities derive 10% or more of their annual revenue and which they designate as a separate line of business for financial reporting purposes on the date of termination or expiration of the Employment Period.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in In consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which is are hereby acknowledgedacknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the term Company and for a period of his employment hereunder(12) twelve months thereafter, andor if longer, for the period extending a number of months thereafter equal to the first anniversary number of his months of Base Salary continuation received pursuant to Section 1(d)(i), Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided (A) such business or endeavor constituted at least 20% of the revenues of the Company during one of the two Company fiscal years immediately preceding the fiscal year in which Executive’s termination of employment with the Company occurs, and (B) such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (1) Executive may become employed by or provide services to a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (2) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (3) if Executive’s employment hereunder is terminated by the Company for any reason other than termination of the Executive’s employment death, Disability or Cause, or is terminated by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, other than with respect to the “personals” business (which includes, without limitation, the business of MatchCo), with respect to which the restrictions contained in this Section 2(b) shall apply, and (4) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this Section 2(b) poses a reasonable competitive threat to the Company, which determination shall be made by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementgood faith.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during During the term of his the Employee's employment hereunder, andor during any period (and for a period of three (3) years thereafter) that the Employer is compensating the Employee in accordance with SECTION 6(d) hereof as a result of terminating the Employee's employment without Cause, for the period extending to the first anniversary of his termination of employment for and until three (3) years after any reason other than termination of the Executive’s Employee's employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)hereunder, the Executive shall notEmployee will not engage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withmember, render services todirector, employee or in consultant of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged or becomes engaged in the Subject Businesses so long as provision of services which compete with the Executive services provided by the Employer or compete in any other service business that the Employer is not personally involved in a material respect in conducting at the Subject Businesses time of such Personthe Employee's termination, it being understood that an indirect supervisory role or solicit or encourage any officer, employee or consultant of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectthe Employer to leave its employ for alternative employment. If any court having jurisdiction determines that The Employee will continue to be bound by the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceabilitySECTION 9 until their expiration, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for any compensation from the enforcement Employer with respect thereto except as may be provided in SECTION 6(d) hereof. However, in no event shall an asserted violation of If at any time the provisions of this Section 6 constitute a basis for deferring SECTION 9 shall be determined to be invalid or withholding unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this SECTION 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this SECTION 9 as so amended shall be valid and binding as though any amounts otherwise payable to the Executive under this Agreementinvalid or unenforceable provision had not been included herein.

Non-Competition. The Executive recognizes Employee agrees that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledgedhe shall not, during the term --------------- Employment Period and for a period of his employment hereunder, and, for two (2) years after the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”), the Executive shall notend thereof, directly or indirectlyindirectly compete with Employer by engaging in the activities set forth in Exhibit B, managewhich is attached hereto and incorporated --------- herein by reference (the Prohibited Activities ), controlwithin the geographic area which is set forth on Exhibit C, participate inwhich is attached hereto and incorporated --------- herein by reference (the Restricted Area ). For purposes of this Section 11, consult withEmployee recognizes and agrees that Employer conducts and will conduct business in the entire Restricted Area and that Employee will perform his duties for Employer within the entire Restricted Area. Employee shall be deemed to be engaged in and carrying on said Prohibited Activities if he engages in said activities in any capacity whatsoever, render services including, but not limited to, by or through a partnership of which he is a general or limited partner or an employee engaged in any manner engage in any pumping unit said activities, or gear manufacturing business by or through a corporation or association of which he owns five percent (the “Subject Businesses”5%) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses more of the Company; providedstock or of which he is an officer, howeverdirector, that the foregoing shall not restrict the Executive from having an Association with a Person that employee, member, representative, joint venturer, independent contractor, consultant, or agent who is engaged in said activities. Employee agrees that during the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Persontwo (2) year period described above, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because he will notify Employer of the provisions as to the time period, the geographical area or the scope name and address of activity covered, the Parties agree that such court may narrow each Employer with whom he has accepted employment during said period and provide a description of his position and duties. Such notification shall be made in writing within thirty (30) days after Employee accepts any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreementemployment.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information During (as defined in Section 7i) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by with the Company without Cause or termination of Corporation and (ii) the Executive’s employment by the Executive for Good Reason (the “NoPost-Compete Employment Non-Competition Period”), the Executive (A) shall notnot engage, anywhere within the geographical areas in which the Corporation or any of its subsidiaries is then conducting its business operations, directly or indirectly, managealone, controlin association with or as a shareholder, participate inprincipal, consult agent, partner, officer, director, executive or consultant of any other organization, in any business which involves or relates to providing services to a Competitive Business (defined below); (B) shall not solicit or encourage any officer, executive, independent contractor, vendor or consultant of the Corporation or any of its subsidiaries to leave the employ of, or otherwise cease his relationship with, render services tothe Corporation or any of its subsidiaries; provided that a general solicitation not targeted at any such officer, executive, contractor, vendor or consultant shall not violate this Section 6(d); and (C) shall not solicit, divert or take away, or in attempt to divert or to take away, the business or patronage of any manner engage in of the customers or accounts, of the Corporation or any pumping unit or gear manufacturing business (the “Subject Businesses”) with (of its subsidiaries which were served by any such action entity within twenty-four (24) months of the time the Executive ceases to be referred to as an “Association” withemployed by the Corporation. This Section 6(d) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict prohibit the Executive from having an Association with owning less than 5% of the common stock of any entity whose common stock is listed on a Person national exchange, interdealer quotation system, or over-the-counter bulletin board; provided that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of an officer, director, employee, agent or consultant to such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectentity. If the Executive violates any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Corporation, (ii) the Corporation states in writing that it will seek no judicial relief for deferring said violation, or withholding any amounts otherwise payable (iii) the Executive provides satisfactory evidence to the Corporation that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive under agrees that this Agreement.Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Corporation agree that:

Non-Competition. The In view of the unique and valuable services it is expected the Executive recognizes that will render to the Company’s willingness , Insignia\ESG and the Parent Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to enter into the business of the Company and Insignia\ESG and their customers and suppliers, and similar knowledge regarding the Parent Company it is expected the Executive will obtain, the Executive agrees that (i) so long as he is employed by the Company and Insignia\ESG pursuant to this Agreement is based in material part on or otherwise and (ii) for a period of two (2) years after the Termination for Cause (as hereinafter defined) of such employment or the Executive’s agreement to 's termination of such employment during the provisions of this paragraph 6 and that Employment Period, he will not compete with or be engaged in the Executive’s breach same business as, or "Participate In" (as hereinafter defined) any other business or organization which, at the time of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration cessation of the Company’s agreement to provide Employment Period, competes with or is engaged in the Executive Confidential Information Business (as defined in Section 7the Purchase Agreement) or the same business as the Company, Insignia\ESG, or the Parent Company, with respect to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment product or service sold or activity engaged in by the Company, Insignia\ESG, or the Parent Company without Cause in any geographical area which at the time of such cessation such product or termination of the Executive’s employment service is sold or activity is engaged in by the Executive for Good Reason (Company, Insignia\ESG or the “No-Compete Period”), the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Parent Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged in the Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of such Person, it being understood that an indirect supervisory role of a Subject Business and other businesses of such Person shall not constitute involvement in a material respect. If any court having jurisdiction determines that the provisions of this Section 6 are 5 shall not enforceable be interpreted to preclude the fullest extentExecutive, because at any time and from time to time, from (i) Participating In any other organization if approved by a majority of the provisions Directors of the Parent Company, or (ii) owning not more than five percent (5%) of the outstanding capital stock of any publicly-traded person or (iii) as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in set forth on Exhibit A. In the event of a breach Termination Without Cause (as hereinafter defined) of Executive's employment the Executive shall, at his election, either (i) observe the non-competition agreement set forth in the first sentence of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief 5(a) for the enforcement hereof. However, in no event shall an asserted violation remainder of the provisions Employment Period and continue to receive the compensation provided for herein, or (ii) accept other employment (the "Competing Employment") in the real estate industry which violates the non-competition agreement set forth in the first sentence of this Section 6 constitute a basis for deferring or withholding any amounts otherwise 5(a) and receive compensation at the annual rate of $1,000,000 less the aggregate amount of compensation payable to him from the Competing Employment for the remainder of the Employment Period. In the event this Agreement is not extended beyond the Employment Period, the Executive under shall not be bound by the non-competition agreement set forth in the first sentence of this AgreementSection 5(a). The terms "Participate In" and "Participating In" shall mean: "directly or indirectly, for his own benefit or for, with, or through any other person, own or owning, manage or managing, operate or operating, control or controlling, loan money to or lending money to, or participate in or participating in, as the case may be, the ownership, management, operation, or control of, or be connected or being connected, as the case may be, as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce or acquiescing, as the case may be, in the use of his name in." Notwithstanding the termination or failure to extend the term of this Agreement for any reason, the Executive will not directly or indirectly employ any person who, at any time up to such cessation of Executive's employment, was an employee of the Company, Insignia\ESG, or the Parent Company, within a period of two years after such person leaves the employ of the Company, Insignia\ESG, or the Parent Company or any of its affiliates other than his personal secretary. In addition, notwithstanding the termination or failure to extend the term of this Agreement for any reason, the Executive agrees that following the Employment Period, he will not solicit anyone for the purpose of providing management, leasing or related real estate services with respect to the properties then managed and the clients then served by the Company, Insignia\ESG, or the Parent Company.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 covenants and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledgedagrees that, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment hereunder and for a period of one (1) year thereafter (to the extent permitted by law), the Company without Cause Executive will not at any time, in the United States or termination any other jurisdiction in which the Company. the Parent or their respective corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the Parent, or any of the their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s employment position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for Good Reason (the “No-Compete Period”)Company, the Executive shall not, directly or indirectly, manage, control, participate in, consult with, render services toParent, or in any manner engage in any pumping unit of their corporate controlled affiliates, or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly otherwise competitive with the Subject Businesses Company’s, the Parent’s, or any of the Companytheir corporate controlled affiliates’ products or services; provided, however, that the foregoing shall will not restrict prohibit the Executive from having an Association with (i) serving on a Person board of directors (or comparative bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 11) and the termination of the Executive’s employment, being employed by (A) a campus-based institution of higher education that is engaged in the Subject Businesses so long as derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is not personally involved predominantly engaged in supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a material respect faculty member, “scholar in residence” or similar academic position, provide, that the Subject Businesses Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of such Person, it being understood that an indirect supervisory role less than one percent (1%) of the outstanding stock of any corporation listed on a Subject Business and other businesses of such Person national securities exchange shall not constitute involvement in be deemed a material respect. If any court having jurisdiction determines that the provisions violation of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement9(a).

Non-Competition. The Executive recognizes Consultant agrees that he shall not at any time prior to one (1) year after the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions expiration or termination of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the period extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)reason, the Executive shall not, directly or indirectlyown, manage, controloperate, participate in, consult with, render services tobe a director or an employee of, or in a consultant to or provide any manner engage in any pumping unit services, consultation or gear manufacturing business (the “Subject Businesses”) with (any such action advice to be referred to as an “Association” with) any person, business, corporation, partnership, trust trust, limited liability company or other business organization firm or enterprise (any such person or entity to be referred to as a “"Person”") if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that which is engaged in marketing, selling or distributing products, or in developing product candidates in or for the Subject Businesses so long United States, which contain opioid anti-abuse or abuse deterrent technology or technology meant to achieve all or some of the same effects as Acura’s Aversion® Technology or are potentially competitive with: (a) Acura’s products or product candidates in development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology or any similar abuse deterrent technology (hereinafter the Executive is not personally involved “Non-compete”). For avoidance of doubt, the Non-compete shall apply only to the extent that Consultant’s service, consultation or advice for any Person directly relates to opioid anti-abuse or abuse deterrent technology, including Acura’s Aversion Technology. For avoidance of doubt, product candidates are as evidenced by the current written product development plan and/or business plan of Acura at the time of termination of this Agreement and/or described in a material respect in Acura’s most recent filing on Form 8-K, Form 10-K or Form 10-Q with the Subject Businesses Securities and Exchange Commission as of such Person, it being understood that an indirect supervisory role the date of a Subject Business and other businesses the termination of such Person shall not constitute involvement in a material respectthis Agreement. If any court having jurisdiction determines that the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for the enforcement hereof. However, in no event shall an asserted violation of the provisions of this Section 6 constitute a basis for deferring 2.3, or withholding any amounts otherwise payable part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the Executive under invalid portions. If any of the provisions of this AgreementSection 2.3, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect Acura's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition. The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the Company’s agreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during During the term of his the Employee's employment hereunder, andor during any period (and for a period of three (3) years thereafter) that the Employer is compensating the Employee in accordance with SECTION 6(d) hereof as a result of terminating the Employee's employment without Cause, for the period extending to the first anniversary of his termination of employment for and until three (3) years after any reason other than termination of the Executive’s Employee's employment by the Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (the “No-Compete Period”)hereunder, the Executive shall notEmployee will not engage, directly or indirectly, managealone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), controlpartner, participate inofficer, consult withmember, render services todirector, employee or in consultant of any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as an “Association” with) any person, corporation, partnership, trust or other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that the foregoing shall not restrict the Executive from having an Association with a Person that is engaged or becomes engaged in the Subject Businesses so long as manufacture, production, distribution or sale of products or the Executive provision of services which compete with the products manufactured, produced, distributed or sold by the Employer or with the services provided by the Employer or compete in any other business activity that the Employer is not personally involved in a material respect in conducting at the Subject Businesses time of such Personthe Employee's termination, it being understood that an indirect supervisory role or solicit or encourage any officer, employee or consultant of a Subject Business and other businesses of such Person shall not constitute involvement in a material respectthe Employer or to leave its employ for alternative employment. If any court having jurisdiction determines that The Employee will continue to be bound by the provisions of this Section 6 are not enforceable to the fullest extent, because of the provisions as to the time period, the geographical area or the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceabilitySECTION 9 until their expiration, and this Section 6 shall be enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to injunctive or other equitable relief for any compensation from the enforcement Employer with respect thereto except as may be provided in SECTION 6(d) hereof. However, in no event shall an asserted violation of If at any time the provisions of this Section 6 constitute a basis for deferring SECTION 9 shall be determined to be invalid or withholding unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this SECTION 9 as so amended shall be valid and binding as though any amounts otherwise payable to the Executive under this Agreementinvalid or unenforceable provision had not been included herein.