Common use of Non-Competition Clause in Contracts

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) During the Employment Term and, for a period of one year thereaftertwelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), the Employee Executive will not, unless acting whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the prior written consent Company or its affiliates, the wire or cable business of any client or prospective client: (A) with whom Executive had personal contact or dealings on behalf of the BoardCompany or its affiliates during the one year period preceding Executive’s termination of employment; (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or (C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”); (B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, representative, consultant trustee or otherwise with or use or permit his name to be used in connection consultant; or (D) interfere with, any or attempt to interfere with, business relationships (whether formed before, on or enterprise engaged in a geographic area in which after the date of this Agreement) between the Company or any of its affiliates is operating either during his employment by and customers, clients, suppliers, partners, members or investors of the Company or on its affiliates. (iii) Notwithstanding anything to the Termination Datecontrary in this Agreement, Executive may, directly or indirectly own, solely as applicablean investment, presently on the East Coast securities of the United States or at any port Person engaged in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall (b) does not, directly or indirectly, during such one-year period (a) solicit own 5% or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) more of any class of securities of such Person. (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any corporation which is engaged in Person, directly or indirectly: (A) solicit or encourage any employee of the foregoing businesses having a class Company or its affiliates to leave the employment of securities registered pursuant the Company or its affiliates; or (B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the Securities Exchange Act termination of 1934Executive’s employment with the Company. (v) During the Restricted Period, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayExecutive will not, either directly or indirectly, manages solicit or exercises control encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such corporationmaximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, guarantees if any court of its financial obligationscompetent jurisdiction finds that any restriction contained in this Agreement is unenforceable, otherwise takes any part in its businessand such restriction cannot be amended so as to make it enforceable, other than exercising his rights as a shareholder, or seeks to do such finding shall not affect the enforceability of any of the foregoingother restrictions contained herein.

Non-Competition. (a) During his employment by Executive agrees that, during the Company and for a period of one year thereafterNoncompetition Period, the Employee Executive will not, unless acting with the prior written consent of the Board, : (i) directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, management or control or financing of, or be connected as an officer, director, employee, partner, principalconsultant, agentcontractor, representativedirector, consultant or otherwise with or use or permit his name to be used in connection with, or have any business financial interest in, or enterprise engaged aid, consult, advise, or assist anyone else in a geographic area the conduct of, any entity or business: (A) in which the Company ten percent (10%) or more of whose annual revenues are derived from a Business as defined above; and (B) which conducts business in any of its affiliates is operating either during his employment by the Company locality or on the Termination Date, as applicable, presently on the East Coast region of the United States States, Ontario or at any port in Quebec, Canada, or the Gulf of Mexico City, Mexico area (whether or not such competing entity or business is physically located within those areas) (in the "Geographic Area"United States, Canada, or Mexico), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment other area where Business is being conducted by the Company on the date Executive’s employment is terminated hereunder or in each and every area where the Company intends to conduct such Business as it expresses such intent in the written strategic plan developed by the Company as of the date Executive’s employment is terminated hereunder; and (ii) either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on the Termination Datebehalf of any other person, company, firm or other entity, except in his capacity as applicable. It is recognized by the Employee that the business an executive of the Company and its affiliates and the Employee's connection therewith is Company, canvass or will solicit, or enter into or effect (or cause or authorize to be involved in activity throughout the Geographic Areasolicited, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notentered into, or effected), directly or indirectly, during such one-year period (a) solicit for or divert on behalf of himself or any other person, any business fromrelating to the services of the type provided by, or attempt orders for business or services similar to convert those provided by, the Company from any clientperson, account company, firm, or other entity who is, or has at any time within two (2) years prior to the date of such action been, a customer or supplier of the Company; provided that the restrictions of Section 8.2(a)(i)(y) above shall also apply to any person, company, firm, or other entity with whom the Company is specifically seeking to develop a relationship as a customer or supplier of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employmentof such action. Notwithstanding the forgoing, solicit or attempt to hire any then employee Executive’s ownership of securities of a public company engaged in competition with the Employer or Company not in excess of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (15%) of any class of such securities shall not be considered a breach of the covenants set forth in this Section 8.1(a). (b) Executive agrees that, at all times from after the Effective Date, Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any corporation which is engaged other person, company, firm, or other entity, except in his capacity as an executive of the Company: (i) seek to persuade any employee of the Company to discontinue his or her status or employment therewith or to become employed in a business or activities likely to be competitive with the Business; or (ii) solicit or employ any such person at any time within twelve (12) months following the date of cessation of employment of such person with the Company, in any locality or region of the foregoing businesses having a class of securities registered pursuant to United States or Canada and in each and every other area where the Securities Exchange Act of 1934Company conducts its Business; provided; however, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee restrictions set forth in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any this Section 8.2(b) shall cease upon the expiration of the foregoingNoncompetition Period.

Non-Competition. (a) During his employment by the Company Employment Period and for a period of one year thereaftertwelve (12) months after the termination of the Executive’s employment with the Company for any reason (collectively the “Restriction Period”), the Employee will Executive shall not, unless acting with the prior written consent of the Board, either directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company for himself or any of its affiliates is operating either during his employment by the Company third party, anywhere within or on the Termination Date, as applicable, presently on the East Coast of outside the United States (a) engage in or at have any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), interest in any business activity that is a customer of, competitive to, a business from which the Company directly or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that indirectly competes with the business of the Company and or of any of its affiliates and (which for purposes hereof shall include all subsidiaries or parent companies of the Employee's connection therewith Company, now or in the future during the Employment Period), as conducted at any time during the Employment Period, including without limitation, accepting employment from or providing consulting services to any such competitor, owning any interest in or being a partner, shareholder or owner of any such competitor, (b) solicit, induce, recruit, or cause another person in the employ of the Company or its affiliates or who is a consultant or will be involved in activity throughout independent contractor for the Geographic AreaCompany or its affiliates to terminate his employment, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notengagement or other relationship with the Company or its affiliates, directly or indirectly, during such one-year period (ac) solicit or divert accept business from any individual or entity which shall have obtained the goods or services of, or purchased goods or services from, the Company or attempt its affiliates during the two year period immediately prior to convert any client, account the end of the Employment Period or customer which otherwise competes with or engages in a business which is competitive with or similar to the business of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (bd) following Employee's employmentcall on, solicit or attempt to hire accept any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in business from any of the foregoing businesses having a class actual or targeted prospective customers of securities registered pursuant the Company or its affiliates (the identity of and information concerning which constitute trade secrets and Confidential Information of the Company) on behalf of any person or entity in connection with any business competitive with the business of the Company, nor shall the Executive make known the names and addresses of such customers or any information relating in any manner to the Securities Exchange Act of 1934, provided that Company’s trade or business relationships with such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its businesscustomers, other than exercising his rights as a shareholder, or seeks to do any in connection with the performance of the foregoingExecutive’s duties under this Agreement.

Non-Competition. (a) During his employment by a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and for a period its affiliates and accordingly agrees as follows: (i) During the Employment Term and the twelve (12) months following the date of one year thereafterExecutive’s Termination of Employment (the “Restricted Period”), the Employee Executive will not, unless acting whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the prior written consent Company, the business of any client or customer or prospective client or customer: (A) with whom Executive had personal contact or dealings on behalf of the BoardCompany during the one year period preceding the earlier of the Executive’s Termination of Employment or such solicitation; (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s Termination of Employment; or (C) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s Termination of Employment. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in (1) the business of manufacturing equipment used in (x) the production, storage and end-use of hydrocarbon and industrial gases business or (y) low temperature and cryogenic applications, (2) any other businesses which the Company or its subsidiaries engage in during the term of Executive’s employment with the Company and (3) any businesses which, as of the date of Executive’s Termination of Employment, the Company or its subsidiaries both (x) have specific plans to conduct in the future (and as to which Executive is aware of such planning) and (y) have allocated or invested capital as of the date of such Termination of Employment (a “Competitive Business”); (B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, representative, consultant trustee or otherwise with or use or permit his name to be used in connection consultant; or (D) interfere with, any or attempt to interfere with, business relationships (whether formed before, on or enterprise engaged in a geographic area in which after the date of this Agreement) between the Company or any of its affiliates is operating either during his employment by and customers, clients, suppliers, partners, members or investors of the Company or on its affiliates. (iii) Notwithstanding anything to the Termination Datecontrary in this Agreement, Executive may, directly or indirectly own, solely as applicablean investment, presently on the East Coast securities of the United States or at any port Person engaged in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall (ii) does not, directly or indirectly, during such one-year period (a) solicit own 5% or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) more of any class of securities of such Person. (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any corporation which is engaged in Person, directly or indirectly: (A) solicit or encourage any employee of the foregoing businesses having a class Company or its affiliates to leave the employment of securities registered pursuant the Company or its affiliates; or (B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s Termination of Employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the Securities Exchange Act termination of 1934Executive’s employment with the Company. (v) During the Restricted Period, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayExecutive will not, either directly or indirectly, manages solicit or exercises control encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such corporationmaximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, guarantees if any court of its financial obligationscompetent jurisdiction finds that any restriction contained in this Agreement is unenforceable, otherwise takes any part in its businessand such restriction cannot be amended so as to make it enforceable, other than exercising his rights as a shareholder, or seeks to do such finding shall not affect the enforceability of any of the foregoingother restrictions contained herein.

Non-Competition. (a) A. During his employment by the Company term of this Agreement and for a period of one year thereafter, six (6) months after the Employee will nottermination of this Agreement for any reason (or for such a lesser period of time as may be determined by a court of law or equity to be a reasonable limitation on Executive), unless acting with the prior written consent Company is in material default of the Boardprovisions of Section 9 hereof, as applicable, Executive shall not do the following: (i) Solicit, directly or indirectly, any director, officer or employee of the Company (for purposes of this Section 5, the term “the Company” shall also refer to any subsidiary, parent or other affiliate of the Company, subsidiaries of the parent company, any holding company related to the Company or its parent and any subsidiaries thereto) to discontinue that individual’s status of employment with the Company, nor to become employed in any activity similar to or competitive with the business of the Company being conducted at the time of termination of this Agreement within the territories in which the Company conducts its business operations; (ii) Solicit or cause or authorize, directly or indirectly to be solicited, for or on behalf of Executive or any third party, from others who are customers of the Company or active prospects, any business which is competitive with the Company within the territories in which the Company conducts its business operations; (iii) Enter into or engage, directly or indirectly, in any business that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations; (iv) Solicit, request, advise or induce any current or potential customer, supplier or other business contact of the Company to cancel, curtail or otherwise adversely change its relationship with the Company; (v) Promote or assist, financially or otherwise, any person or entity engaged in any business that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations; or (vi) Engage in or invest in, own, manage, operate, joinfinance, control, finance consult with or participate in the ownership, management, operation, financing or control or financing of, be employed by, associated with, or be in any manner connected as an officerwith, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his lend Executive’s name to be used in connection with, or render services or advice to any business or enterprise engaged in a geographic area that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations. B. Nothing herein shall prohibit Executive from holding shares or any of its affiliates is operating either during his employment by the Company stock or warrants or debentures in a company listed on the Termination Datea nationally or internationally recognized stock exchange, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least if Executive owns no more than five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingcompany’s outstanding shares.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which by the Company or any of its affiliates is operating Affiliates, either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) geographic area comprising the Company’s franchised service territory (the "“Geographic Area"”), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates Affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore would not be appropriate. The Employee also shall not, directly or indirectly, during such one-one year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesAffiliates existing on the Termination Date to another supplier, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's ’s employment, solicit or attempt to hire any then employee of the Employer Company or of any of its affiliatesAffiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayEmployee, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his her employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his her name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his her employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his her employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his her rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by The Employee acknowledges that the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee will shall not (and shall cause the Employee’s Affiliates to not, unless acting with the prior written consent of the Board), directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected employed by (whether as an officer, director, employee, partnerconsultant, principalindependent contractor or otherwise, agentand whether or not for compensation) or render services to any Person, representativein whatever form, consultant or otherwise with or use or permit his name to be used engaged in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates Affiliates is operating either during his employment by the Company or engaged on the Termination Datedate of termination or in which they have planned, as applicableon or prior to such date, presently to be engaged in on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not after such business is physically located within those areas) (the "Geographic Area")date, in any business that is a customer of, competitive to, a business from locale of any country in which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by conducts business. Notwithstanding the Company or on the Termination Dateforegoing, as applicable. It is recognized by nothing herein shall prohibit the Employee that the business from being a passive owner of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that not more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of the equity securities of any a publicly traded corporation which is engaged in any of a business that is in competition with the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligationsAffiliates, otherwise takes so long as the Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 6.2 shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any part entity that engages in its business, other than exercising his rights as a shareholder, business in competition with the Company or seeks to do any of its Affiliates so long as the foregoingEmployee and such subsidiary, division or unit does not, and does not have plans to, engage in a business in competition with the Company or any of its Affiliates.

Non-Competition. (a) During Employee will, as a result of his employment with the Company, be involved with and exposed to substantial business resources and assets of the Company and certain of its affiliates and will develop additional contacts and relationships with numerous individuals and companies, which are also involved in the business of the Company or businesses related thereto. Such individuals and organizations will have business and contractual relationships with the Company and/or its affiliates that will be a valuable asset thereof. The Employee also recognizes and agrees with the Company that the services which the Employee will render during the term of employment are unique, special and of extraordinary character, that the Company will be substantially dependent upon such services to develop and market its products and to earn a profit, and that the application of the Employee’s knowledge and services to any competitive business would be substantially detrimental to the Company. Accordingly, in consideration for employment by the Company and for a period of one year thereaftercompensation and other benefits, including any compensation the Employee may receive after his or her employment is terminated pursuant to this Agreement, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected indirectly (whether as an employee, officer, executive, director, employeemanager, partnerstockholder, principalmember, agent, representativelender, consultant or otherwise any other capacity), during the period of his or her employment with or use or permit his name to be used the Company, and for a period of six (6) months after termination of employment hereunder for any reason whatsoever, engage in connection with, any business or enterprise activity or otherwise compete anywhere in the United States, with any business or activity that is competitive with any business or activity engaged in a geographic area in which by the Company or any of its subsidiaries or affiliates is operating either during his employment or contemplated to be engaged in (as of the time of the termination of employment) by the Company or on any such subsidiary or affiliate; provided, however, that the Termination Date, as applicable, presently on foregoing sentence shall not be applicable in the East Coast event the Employee is terminated pursuant to Section 6(e)(ii) or Section 6(e)(iii) hereof or if the Employee or the Company terminates this Agreement at the end of the United States Initial Term or at any port in additional term pursuant to Section 1. In addition, for a period of two (2) years from the Gulf end of Mexico (whether Employment Term the Employee will not induce or not such business attempt to induce any person or entity that is physically located within those areas) (the "Geographic Area"), engaged in any business that is a customer of, competitive to, a business from which activity or relationship with the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company subsidiary or on the Termination Date, as applicable. It is recognized by the Employee that the business affiliate of the Company and its affiliates and the Employee's connection therewith is to terminate that activity or will be involved in relationship to reduce such activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesrelationship. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) a. During the term of this Agreement, Employee agrees to devote his employment by full working time, attention and energies to the Company and for a period performance of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Areaassigned duties, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit alone or divert business fromas a member of any partnership, or attempt as an officer, director or employee of any other corporation, partnership or other organization (other than charitable or other not-for-profit organizations), be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to convert any clientor contrary to the best interests of TCI. b. Employee also agrees that he will not, account so long as he is an employee or customer officer of the Company TCI or any of its affiliatessubsidiaries, whether existing at the date hereof or acquired during any period in which TCI is making severance payments to Employee's employment nor (b) following Employee's employment, solicit directly or attempt to hire indirectly, as owner, partner, joint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or in any then employee of the Employer capacity whatsoever, engage or of become financially interested in, be employed by, or have any connection with, any business competing with TCI or any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit subsidiaries, in any geographic area where the ownership by the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, provided, however, that Employee of less than one percent (1%) of may own any class of securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time one percent of the foregoing businesses having a any class of stock or securities registered pursuant of such company. c. Except in furtherance of his duties to TCI, Employee further agrees that, during the Securities Exchange Act term of 1934this Agreement or during any period in which TCI is making severance payments to Employee, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee he will not directly or indirectly participate in any wayeffort to develop, either directly manufacture or indirectly, manages market products or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, services that compete with TCI's products or seeks services (including products or services that TCI can demonstrate it intends to do any of the foregoingdevelop or are under development).

Non-Competition. (a) During his the term of employment by hereunder, and in the Company and --------------- event the Employee's employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for a period of one year period thereafter, the Employee will notnot directly for himself or any third party, unless acting become engaged in any business or activity which is directly in competition with the prior written consent of the Board, directly any services or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing offinancial products sold by, or be connected as an officerany business or activity engaged in by, directorthe Company, employeeincluding, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection withwithout limitation, any business or enterprise activity engaged in a geographic area in which by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the Company or any taking and accepting of its affiliates is operating either during his employment by deposits, the Company or on provision of trust services, the Termination Datemaking of loans and/or the extension of credit, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates brokering loans and/or leases and the Employee's connection therewith is provision of insurance and investment services, within a 25 mile radius of any office or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer facility of the Company or any of its affiliatesAffiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, whether existing at so long as his aggregate holdings in any financial institution do not exceed ten percent (10%) of the date hereof or acquired outstanding capital stock of such institution. During the period of employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company during the period of the Employee's employment nor (b) following Employee's employmenthereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company, or otherwise divert or attempt to hire divert any then employee existing business of the Employer Company within any area of 100 miles of any office or facility of the Company or any of its affiliates. (b) Affiliates. The foregoing restriction Employee will not, either during the period of employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Company or any of its Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company. The Employee understands that in the event of a violation of any provision of this Agreement, the Company shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this section shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this Section shall be determined by a court of competent jurisdiction to prohibit the ownership be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingcourt.

Non-Competition. (a) During his employment by the Company and term of this Agreement or any renewal thereof and, at the Company's option for a period of up to one year thereafter, should the Employee Executive's contract be terminated or not be renewed, the Executive agrees that he will not, unless acting with not within the prior written consent geographical area of the BoardUnited States, engage, either directly or indirectly, own, manage, operate, join, control, finance individually or participate in the ownership, management, operation, control or financing of, or be connected as an owner, partner, joint venturer, employee, officer, director, employeestockholder, partnerconsultant, principalindependent contractor or lender of or to any corporation, agent, representative, consultant holding company or otherwise with or use or permit his name to be used in connection with, any other business or enterprise engaged entity which is in a geographic area in which business similar to that of the Company or any of its affiliates is operating either during affiliates. In the event that the Company chooses to exercise its option to prevent the Executive from competing with the Company following termination or non-renewal of his employment, the Company shall notify the Executive in writing within two (2) weeks following his last day of employment or within two (2) weeks of notice by the Company of its decision that the Executive shall take a leave-of-absence, in either case specifying the period of up to one year following termination, resignation, or on non-renewal of employment during which such competitive activity shall be prohibited. In the Termination Dateevent the Company exercises its option, the Company shall continue to pay Executive his Base Salary at the time of termination, resignation or non-renewal for the period during which the Executive is prohibited from competition with the Company. Notwithstanding the foregoing, the Executive (as applicable, presently on the East Coast hereinbefore described in Section 2(d)) may own five (5%) percent of the United States or at any port in the Gulf securities of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that in competition with the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing which securities are regularly traded on a public exchange, provided that any such ownership shall not result in the Executive becoming a record or beneficial owner at the date hereof or acquired during Employee's employment nor any time of more than five (b5%) following Employee's employment, solicit or attempt to hire any then employee percent of the Employer or equity securities of any of its affiliatessaid business entity. (b) The foregoing restriction Executive shall not be construed during the term of his Employment under this Agreement or any renewal thereof, and for a period of one (1) year thereafter, employ, retain or arrange to prohibit the ownership have any other person or entity employ or retain any person who was employed by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligationsaffiliated companies having an annual compensation of at least U.S. $50,000 per annum during the term of this Agreement or any renewal thereof. (c) If any provision of this Section is held to be unenforceable because of the scope, otherwise takes any part duration or area of its applicability or otherwise, the legal entity making that determination will have the power to modify the scope, duration or area, or all of them, and the provision will then apply in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingmodified form.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit solicit, hire or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment a. So long as employee is employed by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic AreaTCI, and that more limited geographical limitations on this non-competition covenant are therefore such employment has not appropriate. The been terminated, Employee also agrees to devote his full working time, attention and energies to the performance of his assigned duties, and Employee shall not, directly or indirectly, during such one-year period (a) solicit alone or divert business fromas a member of any partnership, or attempt as an officer, director or employee of any other corporation, partnership or other organization (other than charitable or other not-for-profit organizations), be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to convert any clientor contrary to the best interests of TCI. Nothing contained herein is intended to prohibit Employee's passive investment activities so long as they are in compliance with the last sentence of Section 6.b. b. Employee also agrees that he will not, account so long as he is an employee or customer officer of the Company TCI or any of its affiliatessubsidiaries, whether existing at or during the date hereof Severance/Consulting Period, directly or acquired during Employee's employment nor (b) following Employee's employmentindirectly, solicit as owner, partner, joint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or attempt to hire in any then employee of the Employer capacity whatsoever, engage or of become financially interested in, be employed by, or have any connection with, any business competing with TCI or any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit subsidiaries, in any geographic area where the ownership by the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, provided, however, that Employee of less than one percent (1%) of may own any class of securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time one percent of the foregoing businesses having a any class of stock or securities registered pursuant of such company. c. Except in furtherance of his duties to TCI, Employee further agrees that in order to protect TCI's trade secrets, during the Securities Exchange Act term of 1934this Agreement or during the Severance/Consulting Period, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayhe will not, either directly or indirectly, manages participate in any effort to develop, manufacture or exercises control market products or services that compete with TCI's products or services (including products or services that TCI can demonstrate it intends to develop or are under development). d. In addition to the foregoing, during the term of this Agreement and during the Severance/Consulting Period, Employee will not cause, directly or indirectly, (1) any such corporationemployee, guarantees any consultant or independent contractor of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderthe Company, or seeks to do (2) any customer, potential customer, or partner of the foregoingCompany, to sever or modify their relationship with the Company in any respect. e. Employee acknowledges that any payments or benefits provided under this Agreement by TCI during the Severance/Consulting Period are made expressly contingent upon Employee's continued compliance with this Section 6 and the Inventions Agreement during the Severance/Consulting Period. As a result, TCI shall be entitled to discontinue any payments or benefits provided during the Severance/Consulting Period if Employee is in violation of this Section 6 or the Inventions Agreement in any respect,

Non-Competition. (a) During his employment by the Company Employment Period and for a period of one year thereaftertwenty four (24) months after the termination of Executive’s employment with Company for any reason (collectively the “Restriction Period”), the Employee will Executive shall not, unless acting with the prior written consent of the Board, either directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company for himself or any of its affiliates is operating either during his employment by the Company third party, anywhere within or on the Termination Date, as applicable, presently on the East Coast of outside the United States (a) engage in or at have any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), interest in any business activity that is a customer of, competitive to, a business from which the Company directly or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that indirectly competes with the business of the Company and or of any of its affiliates and (which for purposes hereof shall include all subsidiaries or parent companies of the Employee's connection therewith Company, now or in the future during the Employment Period), as conducted at any time during the Employment Period, including without limitation, accepting employment from or providing consulting services to any such competitor, owning any interest in or being a partner, shareholder or owner of any such competitor, (b) solicit, induce, recruit, or cause another person in the employ of the Company or its affiliates or who is a consultant or will be involved in activity throughout independent contractor for the Geographic AreaCompany or its affiliates to terminate his employment, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notengagement or other relationship with the Company or its affiliates, directly or indirectly, during such one-year period (ac) solicit or divert accept business from any individual or entity which shall have obtained the goods or services of, or purchased goods or services from, the Company or attempt its affiliates during the two (2) year period immediately prior to convert any client, account the end of the Employment Period or customer which otherwise competes with or engages in a business which is competitive with or similar to the business of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (bd) following Employee's employmentcall on, solicit or attempt to hire accept any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in business from any of the foregoing businesses having a class actual or targeted prospective customers of securities registered pursuant the Company or its affiliates (the identity of and information concerning which constitute trade secrets and Confidential Information of the Company) on behalf of any person or entity in connection with any business competitive with the business of the Company, nor shall the Executive make known the names and addresses of such customers or any information relating in any manner to the Securities Exchange Act of 1934, provided that Company’s trade or business relationships with such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its businesscustomers, other than exercising his rights as a shareholder, or seeks to do any in connection with the performance of the foregoingExecutive’s duties under this Agreement.

Non-Competition. (a) During Executive acknowledges that in the course of his employment by with the Company he will become familiar with the trade secrets and other confidential information of the Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for a period of one year thereaftertwo (2) years thereafter (the "Noncompete Period"), the Employee will not, unless acting with the prior written consent of the Board, he shall not directly or indirectly, indirectly own, manage, operate, join, control, finance or participate in the ownershipin, managementconsult with, operation, control or financing ofrender services for, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any manner engage in any business competing with the businesses of the Company or enterprise engaged in any of its subsidiaries (i) which relates to (A) the manufacturing or sale of climbing equipment or (B) aluminum extrusions or (ii) which is commenced by the Company or any of its subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a geographic material portion of the Company's overall future business within the United States and any other geographical area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the United States outstanding equity of any class of a corporation or at any port other entity which is publicly traded so long as Executive has no active participation in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of such corporation. (b) During the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic AreaNoncompete Period, and that more limited geographical limitations on this non-competition covenant are therefore Executive shall not appropriate. The Employee also shall not, directly or indirectly, during such one-year period indirectly through another entity (ai) solicit or divert business from, induce or attempt to convert induce any client, account or customer employee of the Company or any of its affiliatessubsidiaries to leave the employ of such person, whether existing or in any way interfere with the employee relationship between the Company or any of its subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any subsidiary of the Company at any time during the date hereof Employment Period (other than individuals who have not been employed by the Company or acquired during Employee's any subsidiary of the Company for a period of at least one (1) year prior to employment nor by Executive directly or indirectly through another entity), or (biii) following Employee's employment, solicit induce or attempt to hire induce any then employee of customer, supplier, licensee or other person having a business relationship with the Employer Company or of any of its affiliates. subsidiaries (bA) The foregoing restriction shall not be construed which relates to prohibit (x) the ownership manufacturing or sale of climbing equipment or (y) aluminum extrusion or (B) which is commenced by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a shareholdermaterial portion of the Company's overall future business to cease doing business with the Company or such subsidiaries, or seeks to do interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any of the foregoingits subsidiaries.

Non-Competition. (a) a. During his my employment by with the Company beginning with the effective date of this Agreement and for a period of one (1) year thereafterafter said employment is ended for any reason, including but not limited to the Employee will nottermination of my employment due to inadequate performance and regardless of whether such termination is initiated by the Company or by me, unless acting with the prior written consent I shall not within a seventy-five (75) mile radius of the BoardCompany’s headquarters in Ephrata, Pennsylvania and/or its offices in Reading, Pennsylvania and State College, Pennsylvania, directly or indirectly, own, manage, operate, join, control, finance or participate compete with the Company in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment conducted by the Company or on at the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business time that is a customer of, competitive to, a business from which employment ends. b. I shall be deemed to be competing with the Company if, among other things, I engage in or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notbecome interested in, directly or indirectly, as a sole proprietor, partner, shareholder, stockholder, member, lender, employee, consultant or advisor (for fee, profit, or otherwise), director, officer, clerk, principal, agent or trustee, or in any other individual or representative capacity whatsoever, in any firm, corporation or other enterprise engaging in any business conducted by the Company at the time of my termination of employment with the Company. c. I understand and agree that I shall not be considered to have breached this Agreement by reason of ownership of securities of any corporation, which securities are traded on any recognized United States stock exchange or in the over-the-counter market, if the aggregate amount of the securities of any such corporation which I might own does not exceed, in the case of any equity securities, five percent (5%) of the total equity represented by all equity securities of such corporation at the time outstanding, or in the case of any debt securities, five percent (5%) of the unpaid principal amount of any such debt securities at the time outstanding. d. As examples of the foregoing, and not in limitation thereof, during such onethe period of non-year period (a) competition and within the geographic territory described in paragraph 7a above, I shall not directly or indirectly solicit or divert business fromcontact in any way, on behalf of myself, or attempt to convert on behalf of or in conjunction with others, any client, account customer or prospective client or customer of the Company Company, for the purpose of developing competing solutions or any of its affiliatesselling or servicing products sold or provided by the Company, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit related technical learning or attempt to hire any then employee of the Employer or of any of its affiliatestraining services. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than e. I further agree that during such one percent (1%) of any class of securities of any corporation which is engaged in year period, I will not intentionally or maliciously prejudice any of the foregoing businesses having a class of securities registered pursuant to prospects, existing accounts, customers or good will presently or previously served or enjoyed by the Securities Exchange Act of 1934Company. I also agree that I will not, provided that during such ownership represents a passive investment and that neither one (1) year period, disparage or criticize the Employee nor any group of persons including Employee Company, or its directors or officers, in any waycommunication of whatever nature with any third parties, including but not limited to directors of the Company, its vendors, customers, suppliers and employees. f. While employed by the Company and for one (1) year thereafter, I shall not, for myself or any other employer, person, firm or corporation, either directly or indirectly, manages or exercises control of in any such corporationmanner whatsoever, guarantees any of its financial obligationsalienate, otherwise takes any part in its business, other than exercising his rights as a shareholdersolicit or employ, or seeks attempt to do alienate, solicit or employ, any of the foregoingCompany’s present employees, former employees subject to the foregoing or similar non-competition provision, customers or persons doing business with the Company. g. If any court shall determine that the duration, scope or geographical restrictions contained herein are unenforceable, it is the intention of the parties that the non-competition provision set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this provision in the jurisdiction of the court which has made the adjudication. h. I acknowledge that the restrictions contained herein are reasonable and necessary for the protection of the Company’s legitimate business interests and that any violations of these restrictions would cause immediate, substantial and irreparable injury to the Company and/or its customers. In the event of any violation of these non-competition provisions, I agree that remedies at law will be insufficient to remedy such violations and that therefore the Company shall be entitled, in addition to remedies at law, to preliminary and permanent injunctive relief, attorneys’ fees, costs, and expenses and any other remedies at law and in equity. If the Employee breaches the terms of the Non-Competition or the Confidential Information provisions of this Agreement, the Company shall have no further obligation to provide the Employee with the severance payment described in Paragraph 10 of this Agreement. i. I acknowledge and agree that the covenants set forth above are essential and material parts of this Agreement and that their terms fairly and reasonably balance my right to earn a living and the Company’s need and right to protect its good will, competitive advantage, and confidential information.

Non-Competition. (a) During his the term of this Agreement (subject to clause (b) of this Section 8, the "Restricted Period"), the Employee shall not, without the written consent of the Company, directly or indirectly: (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business anywhere which is competitive with the business in which the Company is engaged or plans to be engaged at the time Employees' employment by the Company and for a period of one year thereafterceased; provided, the however, that nothing contained herein will prevent Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least owning less than five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (15%) of any class of equity or debt securities listed on a national securities exchange or traded in any established over-the-counter securities market, so long as such involvement with the issuer of any corporation such securities is solely that of a passive investor; (ii) for his own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, representatives or agents or (B) transact any business with any customer or supplier of the Company which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of himself or any other person or entity, the services, retention or employment of any person who has been an employee, sales representative, consultant to or agent of the Company within one year of the date of the last date of such person or entity's employment with the Company. (b) In the event that the Employee's employment hereunder is engaged terminated by Employee for any reason or is terminated by the Company with cause, or the term of Employee's employment expires and is not renewed by the Company, the covenant contained in Section 8(a) hereof shall extend for a period of two (2) years beyond the termination of the Employee's employment but shall be limited in geographic scope to the area within one hundred (100) miles of any of the foregoing businesses having Company's or its affiliates' business locations. (c) The parties hereto intend that the covenants contained in this Section 8 shall be deemed a class series of securities registered separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (d) With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that the Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security. (e) Notwithstanding the foregoing, the provisions of this Paragraph 8 shall be null and void in the event the Company defaults on any of its obligations to Seller pursuant to the Securities Exchange Act Asset Purchase Agreement dated as of 1934July 20, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing1998.

Non-Competition. (a) During his employment by the Company and term of this Agreement or any renewal thereof and, at the Company's option for a period of up to one year thereafter, should the Employee Executive's contract be terminated or not be renewed, the Executive agrees that he will not, unless acting with not within the prior written consent geographical area of the BoardUnited States, engage, either directly or indirectly, own, manage, operate, join, control, finance individually or participate in the ownership, management, operation, control or financing of, or be connected as an owner, partner, joint venturer, employee, officer, director, employeestockholder, partnerconsultant, principalindependent contractor or lender of or to any corporation, agent, representative, consultant holding company or otherwise with or use or permit his name to be used in connection with, any other business or enterprise engaged entity which is in a geographic area in which business similar to that of the Company or any of its affiliates is operating either during affiliates. In the event that the Company chooses to exercise its option to prevent the Executive from competing with the Company 6 following termination or non-renewal of his employment, the Company shall notify the Executive in writing within two (2) weeks following his last day of employment or within two (2) weeks of notice by the Company of its decision that the Executive shall take a leave-of-absence, in either case specifying the period of up to one year following termination, resignation, or on non-renewal of employment during which such competitive activity shall be prohibited. In the Termination Dateevent the Company exercises its option, the Company shall continue to pay Executive his Base Salary at the time of termination, resignation or non-renewal for the period during which the Executive is prohibited from competition with the Company. Notwithstanding the foregoing, the Executive (as applicable, presently on the East Coast hereinbefore described in Section 2(d)) may own five (5%) percent of the United States or at any port in the Gulf securities of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that in competition with the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing which securities are regularly traded on a public exchange, provided that any such ownership shall not result in the Executive becoming a record or beneficial owner at the date hereof or acquired during Employee's employment nor any time of more than five (b5%) following Employee's employment, solicit or attempt to hire any then employee percent of the Employer or equity securities of any of its affiliatessaid business entity. (b) The foregoing restriction Executive shall not be construed during the term of his Employment under this Agreement or any renewal thereof, and for a period of one (1) year thereafter, employ, retain or arrange to prohibit the ownership have any other person or entity employ or retain any person who was employed by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligationsaffiliated companies having an annual compensation of at least U.S. $50,000 per annum during the term of this Agreement or any renewal thereof. (c) If any provision of this Section is held to be unenforceable because of the scope, otherwise takes any part duration or area of its applicability or otherwise, the legal entity making that determination will have the power to modify the scope, duration or area, or all of them, and the provision will then apply in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingmodified form.

Non-Competition. (a) During his employment by the Company BPLSC and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, control operation or financing ofcontrol, or be connected as an officer, director, manager, member, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, with any business or enterprise engaged enterprise, anywhere in a geographic area in which the Company or world (the “Geographic Area”), that (A) competes with any material line of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast business of the United States BPL Entities, or at any port in the Gulf of Mexico (whether or not such business is physically located within those areasB) (the "Geographic Area"), in any business that is a customer of, competitive to, a of the BPL Entities which materially contributes to any material line of business from which of the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicableBPL Entities. It is recognized by the Employee that the BPL Entities’ business of the Company and its affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (ai) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesBPL Entities, whether existing at the date hereof or acquired during Employee's ’s employment nor (bii) following Employee's employment, solicit or attempt to hire any then employee of the Employer BPL Entities or any person who has been an employee of the BPL Entities at any time during the year prior to such Termination of its affiliatesEmployment. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment By and in consideration of the Company’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Company’s agreement to provide the Executive access to the Confidential Information of the Company and its affiliates, the Executive agrees that, in the event that the Executive’s employment is terminated by the Company for Cause, or by the Executive without Good Reason, the Executive shall not, for a one-year period of one year thereafter, following the Employee will not, unless acting with the prior written consent termination of the BoardExecutive’s employment (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, finance be employed by, or participate in the ownership, management, operation, operation or control or financing of, or be connected in any manner with, including, without limitation, holding any position as an a stockholder, director, officer, directorconsultant, independent contractor, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection withinvestor in, any business Competitive Enterprise (as defined below); provided, that in no event shall ownership of two percent (2%) or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast less of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) outstanding securities of any class of any issuer whose securities of any corporation which is engaged in any of the foregoing businesses having a class of securities are registered pursuant to under the Securities Exchange Act of 1934, provided that as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, issuer other than exercising his rights as a shareholderstockholder thereof. For purposes of this paragraph, “Competitive Enterprise” shall mean any Person that offers or provides products or services, or seeks to do engaged in any business, of the foregoingtype offered by Company or its affiliates or which the Company or its affiliates has documented plans to offer during the Restriction Period. Notwithstanding anything to the contrary set forth above, the restrictions in this Section shall not apply to Executive’s partial ownership of, and provision of advisory services to, National Benefit Programs, LLC.

Non-Competition. In consideration of Buyer’s purchase of the Assets including Seller’s Business (a) During his employment by and the Company and goodwill associated therewith), the President of the Seller covenants to Buyer that, for a period of one year thereafterfive (5) years from the Closing Date, the Employee will nothe nor any Related Person shall, unless acting with without the prior written consent of Buyer (which consent may be given or withheld in the Boardsole discretion of Buyer), directly or indirectlyindirectly (in any capacity, including as a General Partner, partner, member, investor, manager, lender, principal, director, officer, employee, consultant, contractor or agent of any other person or entity): (a) own, manage, operate, join, control, finance participate or participate in the ownership, management, operation, control or financing ofengage in, or be connected as an officerhave any financial interest in any other person or entity that engages in, directorthe business or operations of designing, employeedeveloping, partnermanufacturing, principalprocessing, agentfabricating, representativetesting, consultant servicing, maintaining, supporting, replacing, refurbishing, retrofitting, distributing, licensing, providing, installing, marketing, selling, consulting on or otherwise dealing with or use or permit his name a Competing Product (each individually and collectively referred to be used in connection with, any business or enterprise engaged in as a _Competing Business_) within the geographic area consisting of each country, state, region, or locality in which Seller has carried on its business, which area the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Dateparties agree is, as applicableand stipulate to be, presently on the East Coast of a worldwide business area including, but not limited to, the United States or at any port in the Gulf of States, Canada, and Mexico (whether or not such business is physically located within those areas) (the "Geographic _Covered Area"_), in any business that is a customer of(b) solicit, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business frominfluence, or attempt to convert solicit or influence, any clientcustomer, account or customer of the Company or any person or entity that is, or within the eighteen-month period preceding the date of its affiliatessuch activity was, a purchaser of goods of services from either Buyer or any Affiliate of Buyer to purchase a Competing Product (defined below) from any person or entity other than the Buyer or an Affiliate of Buyer or (c) employ, or recruit or solicit for employment, any person who is an employee of Buyer or any Affiliate of Buyer (or was an employee of Buyer at any time within the 6-month period preceding the subject act of solicitation recruitment or employment). As used in this Agreement, a _Competing Product_ means products and services that are either the same as or similar to the products and services offered by Seller, which products and services the parties agree are, and stipulate to be, any form of leasing, selling or servicing of truck trailers. _Affiliate_ means any person or entity directly or indirectly through one or more intermediaries controlling, controlled by or under common control with Seller, President or Buyer, as the case may be. As used in the definition of Affiliate, _control_ and derivatives of that term mean the power to dictate the management policies of a person or organization, whether existing at the date hereof by direct or acquired during Employee's employment nor (b) following Employee's employment, solicit indirect ownership of voting securities or attempt to hire any then employee otherwise. _Related Person_ means an Affiliate of the Employer either Seller or of any of its affiliatesPresident. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. During the Non-competition Period, Executive shall not (a) During his employment by except as an officer, director, employee, agent or consultant of the Company and for a period or any of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, its Affiliates) directly or indirectly, own, manage, operate, join, controlor have a financial interest in, finance control or participate in the ownership, management, operation, operation or control or financing of, or be connected employed as an officer, director, employee, partneragent or consultant, principalor in any other individual or representative capacity whatsoever, agent, representative, consultant or otherwise with or use or permit his her name to be used in connection with, or be otherwise connected in any manner with any business or enterprise engaged in a geographic area in enterprise, wherever located, which is similar to or competitive with the business carried on or planned by the Company or any of its affiliates is operating either Affiliates at any time during his employment by the Company or on one year immediately preceding the Termination Date, as applicable, presently on the East Coast termination of the United States or at any port in Employment Period, unless Executive shall have obtained the Gulf prior written consent of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area")Board; provided, in any business that is a customer ofhowever, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Executive of less not more than one two percent (12%) of any class of securities of any corporation which is engaged in any of the foregoing businesses businesses, having a class of securities registered pursuant to Sections 12(b) or 12(g) of the Securities Exchange Act of 19341934 Act, which securities are publicly owned and regularly traded on any national securities exchange or in the over-the-counter market; provided further, that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, business other than exercising his her rights as a shareholderstockholder, or seeks to do any of the foregoing. Upon the written request of Executive following termination of the Employment Period, the Company shall provide a list of businesses or enterprises that at the time of termination of the Employment Period or during the preceding one year, have been planned by the Company or any of its Affiliates. For purposes of this Agreement, the Non-competition Period shall mean (i) the Employment Period, (ii) one year following termination of the Employment Period if terminated by the Company for Cause or by Executive other than for Good Reason; and (iii) any period during which Executive is receiving Termination Payments as a result of the Company's termination of the Employment Period other than for Cause or Executive's termination of the Employment Period for Good Reason. In the event that the Company terminates the Employment Period other than for Cause, or if Executive terminates the Employment Period for Good Reason, Executive may elect at any time after such termination, by ten (10) days advance written notice to the Company, to terminate the Non-Competition Period. On and after such election, the Company shall have no further obligation to make any Termination Payments, except for such amounts as shall have been accrued prior to the date of such election. Such election shall not effect any of the rights of the Company with respect to the Non-Competition Period occurring prior to such election. Notwithstanding anything contained herein to the contrary, Executive shall be relieved of the provisions of this Section 8 upon termination of the Employment Period (other than by reason of termination for Cause, without Cause or for Good Reason) as a result of non-renewal, whether at the Company's or Executive's election.

Non-Competition. (a) During his employment By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its Affiliates, the Executive agrees that the Executive shall not, during the Term and for a period of one year thereafter, six (6) months thereafter (the Employee will not, unless acting with the prior written consent of the Board“Restriction Period”), directly or indirectly, own, manage, operate, join, control, finance be employed by, or participate in the ownership, management, operation, operation or control or financing of, or be connected in any manner with, including, without limitation, holding any position as an a principal, agent, owner, stockholder, director, officer, directorconsultant, advisor, independent contractor, employee, partner, principalor investor in, agentany Restricted Enterprise (as defined below), representative, consultant or otherwise with howsoever own, operate, carry on or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port engage in the Gulf operation of Mexico (whether or not such business is physically located within those areas) (otherwise work for or assist the "Geographic Area"), in any business that is a customer operation of, competitive to, a business from which the Company or have any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company financial interest in or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notprovide, directly or indirectly, during such one-year period financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any Restricted Enterprise; provided, that in no event shall ownership of one percent (a1%) solicit or divert business fromless of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or attempt exercise, any rights to convert manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any client, account or customer Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its affiliatesAffiliates, whether existing at or (ii) proposed to be conducted by the date hereof Company or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. Affiliates in the Company’s or its Affiliate’s business plan as in effect at that time (b) The foregoing restriction shall not be construed to prohibit or following the ownership by Term, the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged business plan as in any effect as of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any last day of the foregoingTerm). During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

Non-Competition. (aIn return for employment in the capacity set forth under this Agreement, during the Employment Term and, in the event of the termination of this Agreement pursuant to the provisions of Section 5(a)(ii) During his employment by the Company and hereof, for a period of one year twelve (12 months) thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during (i) in any capacity whatsoever, either on Employee's own behalf or on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in any manner with, a person or agency engaged in the electronic media computer software or servicing business (notwithstanding the immediately preceding clause, nothing herein shall prohibit Employee from owning 5% or less of any securities of a competitor engaged in the electronic media computer software or servicing business if such onesecurities are listed on a nationally recognized securities exchange or traded over-year period the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise); (aii) interfere with the employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit any business related to the business of Employer from any client or divert business from, prospective client of Employer at or attempt to convert any client, account or customer before the termination date of the Company Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is employed or engaged; or (iv) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its affiliatesaffiliates or related entities, whether existing at the date hereof any supplier, customer or acquired during Employee's employment nor (b) following Employee's employmentother person or entity that had a business relationship with or with which Employer, solicit its subsidiaries or attempt to hire any then employee of the Employer or of any of its affiliatesaffiliates or related entities was actively planning or pursuing a business relationship at or before the termination of Employee. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by In consideration of this Agreement, the Participant covenants and agrees that during the Restricted Period, the Participant shall not, subject to this Section 12, without the express written approval of the Board of Directors of the Company and for a period of one year thereafter, (other than the Employee will not, unless acting with the prior written consent of the BoardParticipant), directly or indirectly, in one or a series of transactions, own, manage, operate, join, control, finance invest or participate in the ownershipacquire an interest in, managementwhether as a proprietor, operationpartner, control or financing ofshareholder, or be connected as an officermember, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, or otherwise engage or participate in, whether as a proprietor, partner, principalshareholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative, consultant representative or otherwise with or use or permit his name to be used in connection withother participant, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notcompetes, directly or indirectly, during such one-year period with the Business in the Market (aa “Competitive Business”) solicit without regard to (i) whether the Competitive Business has its office, manufacturing or divert other business fromfacilities within or without the Market, or attempt to convert any client, account or customer of the Company or any of its affiliates, (ii) whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class activities of securities registered pursuant the Participant referred to above occur or are performed within or without the Securities Exchange Act of 1934Market or (iii) whether the Participant resides, provided or reports to an office, within or without the Market; provided, however, that such ownership represents a passive investment and that neither (x) the Employee nor any group of persons including Employee Participant may, anywhere in any waythe Market, either directly or indirectly, manages in one or exercises control a series of any such corporationtransactions, guarantees any of its financial obligationsown, otherwise takes any part invest or acquire an interest in its business, other than exercising his rights as a shareholder, or seeks up to do any two percent (2%) of the foregoingcapital stock of a corporation whose capital stock is traded publicly, (y) Participant may be employed by an entity which has a business unit or a subsidiary that is engaged in a Competitive Business, and may hold equity securities of such entity issued in connection with such employment, if (1) the revenues derived by such entity from such Competitive Business (as determined by reference to the audited financial statements of such entity for the most recent fiscal year ending prior to the date of determination) constitute less than twenty percent (20%) of the total combined revenues of such entity and its subsidiaries and (2) the Participant does not have direct management responsibility for the subsidiary or business unit of such entity that is engaged in such Competitive Business, and (z) the Participant may accept employment or service with a successor company to the Company.

Non-Competition. (a) During his the term of this Agreement and for one year thereafter (subject to clause (b) of this Section 8, the "Restricted Period"), the Employee shall not, without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which is conducted in any of the jurisdictions in which the Company's business is conducted and which is competitive with the business in which the Company is engaged or plans to be engaged at the time Employees' employment by the Company and ceased; provided, however, that nothing contained herein will prevent Employee from owning less than five percent (5%) of any class of equity or debt securities listed on a national securities exchange or traded in any established over-the-counter securities market, so long as such involvement with the issuer of any such securities is solely that of a passive investor; (ii) for your own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, representatives or agents or (B) transact any business with any customer or supplier of the Company which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of yourself or any other person or entity, the services, retention or employment of any person who has been an employee, sales representative, consultant to or agent of the Company within one year of the date of such offer or solicitation. (b) In the event that the Employee terminates his employment hereunder after a breach hereof by the Company, or if the Company terminates the Employee's employment hereunder other than for cause (as defined in Section 9(a) hereof), the covenant contained in Section 8(a) hereof shall extend for a period of one year thereafter, beyond the termination of the Employee's employment only if the Company shall pay to the Employee will notwith respect to such period an amount equal to the annual compensation otherwise provided for hereunder with respect to the immediately preceding year during the term hereof. This Section 8(b) shall be of no effect, unless acting with and the prior written consent Employee shall be subject to the restrictive covenant contained in Section 8(a) hereof without the Company being obligated to make the payments referred to in the preceding sentence, if the Company terminates its employment of the Board, directly Employee for cause (as defined in Section 9(a) hereof) or indirectly, own, manage, operate, join, control, finance or participate if the Employee terminates his employment hereunder in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in absence of a geographic area in which the Company or any of its affiliates is operating either during his employment breach hereof by the Company or on Company. (c) The parties hereto intend that the Termination Datecovenants contained in this Section 8 shall be deemed a series of separate covenants for each country, as applicablestate, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area")county and city. If, in any business that is a customer of, competitive tojudicial proceeding, a business from which court shall refuse to enforce all the Company or any separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business such covenants (taken in order of the Company cities, counties, states and its affiliates and countries therein which are lease populous) which if eliminated would permit the Employee's connection therewith is or will remaining separate covenants to be involved enforced in activity throughout such proceeding shall, for the Geographic Areapurpose of such proceeding, and that more limited geographical limitations on be deemed eliminated from the provisions of this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesSection 8. (bd) The foregoing restriction With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that the Company shall not be construed entitled to prohibit specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award without the ownership by necessity of showing any actual damage or irreparable harm or the Employee of less than one percent (1%) posting of any class bond or furnishing of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingsecurity.

Non-Competition. (a) During The Employee understands and recognizes that his employment by services to the Company Corporation are special and unique and agrees that, during the term of this Agreement and for a period of one year thereaftertwo (2) years from the date of termination of his employment hereunder, the Employee will not, unless acting with the prior written consent of the Boardhe shall not in any manner, directly or indirectly, ownon behalf of himself or any person, managefirm, operatepartnership, joinjoint venture, controlcorporation or other business entity (a "Person"), finance enter into or participate engage in any business competitive with the ownershipCorporation's business, managementproposed business or research activities, operationeither as an individual for his own account, control or financing as a partner, joint venture, executive, agent, consultant, sales or marketing person, officer, director of shareholder (other than passive investment of not more than five percent (5%) of the outstanding shares of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection withany other equity interest in, any business company or enterprise engaged entity listed or traded on a national securities exchange or an interest in a partnership for which the Employee does not exercise control over investment decisions of such partnership) of a Person operating or selling or intending to operate or sell in the areas of business and within the product markets listed in Schedule 1 attached hereto, within the geographic area of the Corporation's business. Schedule I hereto shall be amended from time to time upon agreement by the parties hereto to take into account additional areas of business and product markets in which the Company or any Corporation may become engaged. b) During the term of its affiliates is operating either during his employment by the Company or on the Termination Datethis Agreement and for two (2) years thereafter, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert without the prior written consent of the corporation interfere with the business from, or attempt to convert any client, account or customer of the Company by soliciting, attempting to solicit, inducing, or otherwise causing any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer Company to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any competitor of any of its affiliatesthe Company. (bc) The foregoing restriction In the event that the Employee breaches any provisions of this Section 4 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 4, the Employee shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights urge as a shareholder, or seeks to do defense that there is an adequate remedy at law nor shall the Corporation be prevented from seeking any of the foregoingother remedies which may be available.

Non-Competition. (a) During his employment by the Company BPLSC and for a period of one year 18 months thereafter, the Employee Muther will not, unless acting with the prior written consent of the Chairman of the Board, directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, control operation or financing ofcontrol, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, (i) any business or enterprise engaged that competes with the Partnerships in a geographic area in which the Company any business or any enterprise that contributes more than ten percent (10%) of its affiliates is operating BGH’s consolidated gross revenues, either during his employment by the Company BPLSC or on the Termination Date, as applicable, presently on the East Coast of the United States in any state in which such business or at any port in the Gulf of Mexico enterprise is so operated (whether or not such business is physically located within those areas) (the "“Geographic Area"”), or (ii) in any business or enterprise that is a customer of, competitive to, a business from which of the Company or any of its affiliates derive Partnerships if BGH derives at least five percent of its respective consolidated gross revenues either during his employment by the Company BPLSC or on the Termination Date, as applicable, from such customer. It is recognized by the Employee Muther that the business of the Company Partnerships and its affiliates and the Employee's Muther’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee Muther also shall not, directly or indirectly, during such one18-year month period (ai) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesPartnerships, whether existing at the date hereof or acquired during Employee's Muther’s employment nor (bii) following Employee's Muther’s employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesPartnerships. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Muther of less than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee Muther nor any group of persons including Employee Muther in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafterRestricted Period, the Employee will Shareholder shall not, unless acting with directly or indirectly,without the prior written consent of the BoardLa-Man, directly or indirectly, (i) own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant consultant, licensor, licensee or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in any business which is competitive with the Company or any business of its affiliates is operating either during his employment by the Company or on the Termination DateAd Art and Acquisitions Corp., as applicable, presently on the East Coast within each of the United States or at any port geographical units which are listed in the Gulf of Mexico (whether or not such business is physically located within those areas) Appendix A hereto (the ---------- "Geographic AreaTerritory"), or (ii) engage in any other manner, within the Territory, in any business that which is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that with the business of Ad Art and Acquisitions Corp. For the Company purposes of this Section 3, the "business of Ad Art and its affiliates and Acquisitions Corp." shall be defined as set forth in Appendix B hereto. Notwithstanding the Employee's connection therewith is or will ---------- above, Shareholder shall not be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, deemed to be engaged directly or indirectlyindirectly in any business in contravention of subparagraphs (i) or (ii) above, during if Shareholder participates in any such one-year period (a) solicit business solely as a passive investor holding up to 1% of the equity securities of a company or divert business frompartnership, which securities are publicly traded, or attempt to convert any client, account Shareholder is employed by a business or customer of enterprise that is engaged primarily in a business other than the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or business of any of its affiliates. (b) The foregoing restriction shall Acquisitions Corp., Ad Art or La-Man and Shareholder does not apply his or her expertise at such business or enterprise to that part of such business or enterprise that is or could be construed to prohibit competitive with the ownership by the Employee of less than one percent (1%) business of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Acquisitions Corp., provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Ad Art or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingLa-Man.

Non-Competition. (a) During his employment In view of the unique and valuable services it is expected Employee will render to the Company, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Company and for a period of one year thereafterunder this Agreement or otherwise, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected Participate In (as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, defined below) any other business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Dateorganization, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business or organization now is physically located within those areas) (the "Geographic Area"), in any business that is or shall then be competing with or of a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that nature similar to the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer profession of the Company or any of its affiliatesthe Companies, whether existing at and (ii) for a period of two years after he ceases to be employed by the date hereof or acquired during Company under this Agreement as a result of Employee's employment nor (bvoluntary action or pursuant to Section 11(a) following Employee's employmenthereof, solicit he will not compete with or attempt to hire be engaged in the same business as or Participate In any then employee of the Employer other business or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation organization which during such two year period competes with or is engaged in the same business as the Company or any of the foregoing businesses having a class of securities registered pursuant Companies with respect to any product or service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the Securities Exchange Act time of 1934, provided that such ownership represents cessation within a passive investment and that neither 100-mile radius of the Employee nor any group location of persons including Employee in any way, either directly the Company's or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingCompanies' principal offices on the date on which Employee ceases to be employed by the Company under this Agreement, except that in each case the provisions of this Section 7 will not be deemed breached merely because Employee owns not more than 1% of the outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on Nasdaq, or is regularly traded in the over-the-counter market by a member of a national securities exchange.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise in competition with Maritrans Inc., the Company or any of its Affiliates and engaged in a geographic area in which Maritrans Inc., the Company or any of its affiliates Affiliates is operating either (i) on the date of reference, during his employment by the Company or (ii) following his Termination Date, on the Termination Date, as applicable, . The Employee recognizes that the Company presently operates on the East Coast of the United States or and at any port all ports in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "“Geographic Area"”), in . “Competition” includes any business that is a customer of, competitive to, or in a business segment from which Maritrans Inc., the Company or any of its affiliates Affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of Maritrans Inc., the Company and its affiliates Affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of Maritrans Inc., the Company or any of its affiliatesAffiliates, whether existing at the date hereof or acquired during Employee's ’s employment nor (b) following Employee's ’s employment, solicit solicit, hire or attempt to hire any then employee of the Employer Maritrans Inc. or of any of its affiliatestheir Affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by The Executive covenants and agrees with the Company that, while he is an employee of the Company or any Affiliate thereof and for a period of one year thereafter, the Employee two years thereafter he will not, unless acting with without the prior written consent of the BoardCompany, either directly or indirectly: (i) solicit any contractors, customers or distributors of the Company or any Affiliate thereof or endeavor to entice away from the Company or any Affiliate thereof any such Person or otherwise interfere with the relationship between such Person and the Company or any Affiliate thereof for the purposes of competing with the Company or any Affiliate thereof; (ii) endeavor to entice away from the Company or any Affiliate thereof any person who is employed by the Company or any Affiliate thereof, either directly or indirectly, or interfere in any way with the employer/employee relations between any such employee and the Company or any Affiliate thereof; or (iii) offer employment to any person who was employed by the Company or any Affiliate thereof at the date upon which the Executive ceases to be an employee of the Company or any Affiliate thereof. (b) The Executive covenants and agrees with the Company and each Affiliate thereof that (i) while he is an employee of the Company or any Affiliate thereof he shall not directly or indirectly compete in any manner against the Company or any of its Affiliates and (ii) and for a period of two years following the date he ceases such employment for whatever reason, he will not, directly or indirectly, ownin any manner whatsoever, manageincluding either individually or in partnership or jointly or in conjunction with any other Person, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representativeshareholder, consultant employee or otherwise in any other manner whatsoever, carry on or be engaged in or concerned with or use interested in or lend money to, guarantee the debts or obligations of or permit his name to be used in connection withby a Competitive Business (as defined below). (c) For the purposes of this Section 9, a "Competitive Business" shall -------------------- mean any business relating to or enterprise engaged in involving (A) the ownership (as a geographic area in principal business) and/or the construction and/or operation of any submarine cable system which is located or is to be located between (1) Bermuda and the United States of America, (2) Bermuda and South America, (3) the United States of America and South America or (4) any two or more countries or continents if the Company or any Affiliate thereof is constructing, owning and/or operating or is to construct, own and/or operate any submarine cable system between any such countries or continents during the Executive's employment hereunder or (B) telecommunication services (including electronic commerce) in Bermuda. (d) The foregoing covenants are given by the Executive acknowledging that he has specific knowledge of the affairs of the Company and its affiliates is operating either Affiliates. (e) The Executive acknowledges and agrees that the nature of the Confidential Information to which he will have access during his employment by the Company or on any Affiliate thereof would make it difficult, if not impossible, for him to perform in a similar capacity for a Competitive Business without disclosing or utilizing the Termination Date, as applicable, presently on the East Coast Confidential Information and that if he were to perform in a similar capacity for a Competitive Business it would be inevitable that he would disclose and/or use Confidential Information. (f) The Executive acknowledges that violations of the United States provisions of Section 6 or 9 will cause immediate and irreparable harm to the Company, entitling the Company to an injunction in or by a court of competent jurisdiction or arbitration in addition to any other remedies the Company may have at law or in equity, including recovery of reasonable attorneys' fees and costs incurred by the Company in enforcing the provisions of Section 6 or 9. In the event that any port covenant contained in Section 9 or portion of any such covenant should be unenforceable or be declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the Gulf enforceability or validity of Mexico the remaining portions of the covenants and such unenforceable or invalid portions shall be severable from the remainder of this Agreement. The Executive hereby acknowledges and agrees that all restrictions contained in this Section 9 are reasonable and valid and all defenses to the strict enforcement thereof by the Company and are hereby waived by him. (whether g) Nothing in Section 9 shall be deemed to prevent or not prohibit the Executive from making investments in his personal capacity unless such business is physically located within those areas) (investments are of a type that may conflict with the "Geographic Area"), in efficient performance of his duties or with any business that is a customer of, competitive to, a business from which of his obligations to the Company or any of its affiliates derive at least Affiliate thereof; provided further that nothing contained herein shall preclude the -------- Executive from purchasing or owning equity interests in any Person engaged in a Competitive Business whose shares are traded on a recognized stock exchange or over-the-counter market, so long as the Executive's holdings therein do not exceed five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business (5%) of the Company issued and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer outstanding capital of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesPerson in question. (bh) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged Executive acknowledges and agrees that he has received good and valuable consideration in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment exchange for his covenants and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingobligations under this Agreement.

Non-Competition. (a) During his The Executive acknowledges that in the course of the Executive’s employment by with the Company, the Executive will become familiar with trade secrets and other confidential information of the Company and for a period that the Executive’s services will be of one year thereafterspecial, unique and extraordinary value to the Company. Therefore, the Employee will notExecutive agrees that, unless acting with during the prior written consent of Employment Term and for the Board18 months thereafter (the “Restricted Period”), the Executive shall not directly or indirectly, indirectly own, manage, operate, join, control, finance or participate in the ownershipin, management, operation, control or financing ofconsult with, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any manner engage in any business or enterprise engaged in a geographic competing with any business of the Company within the United States and any other geographical area in which the Company then engages in business or engaged in business at any of its affiliates is operating either time during his the Executive’s employment by with the Company or on (a “Competitor”). Nothing herein shall prohibit the Termination Date, as applicable, presently on the East Coast Executive from being a passive owner of not more than 2% of the United States or at outstanding stock of any port in the Gulf class of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business a corporation that is a customer of, competitive to, a business from which publicly traded so long as the Company Executive has no direct or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that indirect active participation in the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatescorporation. (b) The foregoing restriction During the Restricted Period, the Executive shall not directly or indirectly (i) induce or attempt to induce any employee of the Company to terminate such employment, or in any way interfere with the employee relationship between the Company and any such employee, (ii) hire any person who is, or at any time during the Employment Term was, an employee of the Company or (iii) induce or attempt to induce any customer, licensor, licensee or supplier of the Company having a business relationship with the Company to cease doing business with the Company or interfere materially with the relationship between any such person and the Company (c) The period of time during which the provisions of this Section 8 shall be construed to prohibit the ownership in effect shall be extended by the Employee length of less than one percent time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief. (1%d) The parties hereto agree that the duration and area for which the covenants set forth in this Section 8 are to be effective and are reasonable. In the event that any court or arbitrator determines that the time period or the area, or both of any class of securities of any corporation which is engaged in them, are unreasonable and that any of the foregoing businesses having covenants are to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a class series of securities registered pursuant separate covenants, one for each and every county of each and every state of the United States of America. (e) Notwithstanding anything in this Section 8 to the Securities Exchange Act of 1934contrary, provided that such ownership represents Executive may request a passive investment and that neither waiver from the Employee nor Company with regard to any group of persons including Employee restrictions contained in any way, either directly or indirectly, manages or exercises control this Section by providing written notice of any such corporationrequest to the Company’s Chief Legal Officer or General Counsel. Upon receipt of any such written notice, guarantees any the Company’s Chief Legal Officer or General Counsel shall confer with the Board regarding such request and make reasonable efforts to respond to Executive within 15 days of its financial obligations, otherwise takes any part receipt of such notice whether the Board (in its business, other than exercising his rights as a shareholder, or seeks sole determination) shall agree to do waive any of the foregoingrestrictions contained in this Section 8.

Non-Competition. (a) a. During his my employment by with the Company beginning with the effective date of this Agreement and for a period of one (1) year thereafterafter said employment is ended for any reason, including but not limited to the Employee will nottermination of my employment due to inadequate performance and regardless of whether such termination is initiated by the Company or by me, unless acting with the prior written consent I shall not within a seventy-five (75) mile radius of the BoardCompany’s headquarters in Ephrata, Pennsylvania and/or its offices in Reading, Pennsylvania and State College, Pennsylvania, directly or indirectly, own, manage, operate, join, control, finance or participate compete with the Company in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment conducted by the Company or on at the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business time that is a customer of, competitive to, a business from which employment ends. b. I shall be deemed to be competing with the Company if, among other things, I engage in or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notbecome interested in, directly or indirectly, as a sole proprietor, partner, shareholder, stockholder, member, lender, employee, consultant or advisor (for fee, profit, or otherwise), director, officer, clerk, principal, agent or trustee, or in any other individual or representative capacity whatsoever, in any firm, corporation or other enterprise engaging in any business conducted by the Company at the time of my termination of employment with the Company. c. I understand and agree that I shall not be considered to have breached this Agreement by reason of ownership of securities of any corporation, which securities are traded on any recognized United States stock exchange or in the over-the-counter market, if the aggregate amount of the securities of any such corporation which I might own does not exceed, in the case of any equity securities, five percent (5%) of the total equity represented by all equity securities of such corporation at the time outstanding, or in the case of any debt securities, five percent (5%) of the unpaid principal amount of any such debt securities at the time outstanding. d. As examples of the foregoing, and not in limitation thereof, during such onethe period of non-year period (a) competition and within the geographic territory described in paragraph 7a above, I shall not directly or indirectly solicit or divert business fromcontact in any way, on behalf of myself, or attempt to convert on behalf of or in conjunction with others, any client, account customer or prospective client or customer of the Company Company, for the purpose of developing competing solutions or any of its affiliatesselling or servicing products sold or provided by the Company, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit related technical learning or attempt to hire any then employee of the Employer or of any of its affiliatestraining services. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than e. I further agree that during such one percent (1%) of any class of securities of any corporation which is engaged in year period, I will not intentionally or maliciously prejudice any of the foregoing businesses having a class of securities registered pursuant to prospects, existing accounts, customers or good will presently or previously served or enjoyed by the Securities Exchange Act of 1934Company. I also agree that I will not, provided that during such ownership represents a passive investment and that neither one (1) year period, disparage or criticize the Employee nor any group of persons including Employee Company, or its directors or officers, in any waycommunication of whatever nature with any third parties, including but not limited to directors of the Company, its vendors, customers, suppliers and employees. f. While employed by the Company and for one (1) year thereafter, I shall not, for myself or any other employer, person, firm or corporation, either directly or indirectly, manages or exercises control of in any such corporationmanner whatsoever, guarantees any of its financial obligationsalienate, otherwise takes any part in its business, other than exercising his rights as a shareholdersolicit or employ, or seeks attempt to do alienate, solicit or employ, any of the foregoingCompany's present employees, former employees subject to the foregoing or similar non-competition provision, customers or persons doing business with the Company. g. If any court shall determine that the duration, scope or geographical restrictions contained herein are unenforceable, it is the intention of the parties that the non-competition provision set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this provision in the jurisdiction of the court which has made the adjudication. h. I acknowledge that the restrictions contained herein are reasonable and necessary for the protection of the Company's legitimate business interests and that any violations of these restrictions would cause immediate, substantial and irreparable injury to the Company and/or its customers. In the event of any violation of these non-competition provisions, I agree that remedies at law will be insufficient to remedy such violations and that therefore the Company shall be entitled, in addition to remedies at law, to preliminary and permanent injunctive relief, attorneys' fees, costs, and expenses and any other remedies at law and in equity. If the Employee breaches the terms of the Non-Competition or the Confidential Information provisions of this Agreement, the Company shall have no further obligation to provide the Employee with the severance payment described in Paragraph 10 of this Agreement. i. I acknowledge and agree that the covenants set forth above are essential and material parts of this Agreement and that their terms fairly and reasonably balance my right to earn a living and the Company's need and right to protect its good will, competitive advantage, and confidential information.

Non-Competition. In consideration of the benefits of this Agreement to each Stockholder and as a material inducement to the BCC Parties to enter into this Agreement and pay to the Stockholders at Closing the Merger Consideration, each Escrow Stockholder hereby covenants and agrees that, commencing on the Closing Date and ending (a) During his employment by the Company and for a period of one year thereafterfrom the termination of employment under the Employment Agreement to be executed at Closing, as to ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or (b) two years from termination of employment under the Employee will Employment Agreement to be executed at Closing, as to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, such Escrow Stockholder shall not, unless acting with the prior written consent of the Boardand such Escrow Stockholder shall cause his Associates, Affiliates and representatives not to, directly or indirectly, as proprietor, partner, stockholder, director, executive, officer, employee, consultant, joint venturer, investor or in any other capacity, engage in, or own, manage, operate, join, operate or control, finance or participate in the ownership, management, operationoperation or control, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, of any business or enterprise engaged in a geographic area in entity which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), engages in any business that activity which is a customer ofsimilar to or in competition with the business of Surviving Corporation, competitive toBCC Parties and their Affiliates; provided, however, the foregoing shall not prohibit (a) an Escrow Stockholder, his Associates, Affiliates and representatives from purchasing and holding as an investment not more than 3% of any class of publicly traded securities of any entity which conducts a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that in competition with the business of the Company BCC Parties, so long as such Escrow Stockholder, his Associates, Affiliates and its affiliates and representatives do not participate in any way in the Employee's connection therewith is management, operation or will be involved in activity throughout control of such entity, or (b) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ from accepting employment during the Geographic Area, and that more limited geographical limitations on this period of non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer as long as he obtains the written permission and authorization of the Company or any Board of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee Directors of the Employer or of any of its affiliatesBCC. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates.'s (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. Subject to the provisions of Section 3.2, Employee agrees that during the Non-Competition Period (a) During his employment by the Company and for a period of one year thereafteras hereinafter defined), the Employee he will not, unless acting with the prior written consent of the Boardnot in any manner, directly or indirectly, ownexcept as specifically contemplated by the terms of his employment or expressly set forth in this Agreement, manage(i) be employed by, operate, join, control, finance engaged in or participate in the ownership, management, operation, operation or control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant act in any advisory or otherwise with or use or permit his name to be used in connection withother capacity for, any business or enterprise engaged in a geographic area in entity which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States now or at any port in time during the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), Non-Competition Period engages in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notcompetitive, directly or indirectly, during with the business of CCL or any of its subsidiaries or divisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, at the termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the business of providing services in such one-year period area to other unaffiliated entities, (aii) solicit or divert business from, or attempt to convert any client, account or customer of the Company from CCL or any of its affiliatessubsidiaries or divisions any business or any customer, whether existing or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (18) months immediately preceding such date of solicitation or diversion, or assist any person, firm or corporation in doing so or attempting to do so, or (iii) on his own behalf or on behalf of any person or entity, directly or indirectly, hire or solicit the employment or other retention of any employee or consultant who was employed or retained by CCL or any of its subsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, however, that, notwithstanding the foregoing, nothing herein shall preclude Employee from making solely passive investments in any class or series of equity securities of any entity which is publicly traded so long as Employee shall not own or control, directly or indirectly, either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5%) or more of the voting rights or equity ownership of such entity. For purposes of this Section 7.3, a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to have existed at the date hereof or acquired during time of termination of Employee's employment nor if (bi) following within three (3) months after the termination of Employee's employment, solicit CCL or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction subsidiaries or divisions shall not be construed have entered into a letter of intent or made a public announcement of intention to prohibit the ownership by the Employee of less than engage in business in such geographical area or (ii) within one percent (1%) year after the termination of any class of securities of any corporation which is engaged in Employee's employment, CCL or any of its subsidiaries or divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in business in such geographical area. The provisions of this Section 7.3 shall extend for the foregoing businesses having Term and survive the Term for eighteen (18) months after the end of the Term; provided, however, that in the case of a class termination of securities registered employment pursuant to the Securities Exchange Act provisions of 1934Section 6.1, the provisions of this Section 7.3 shall extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that such ownership represents in the case of a passive investment and that neither termination of employment pursuant to the Employee nor any group provisions of persons including Employee Sections 6.3, the provisions of this Section 7.3 shall extend until the last payment of Base Salary is made pursuant to Section 6.3(A) (the period described in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights this sentence is referred to herein as a shareholder, or seeks to do any of the foregoing"Non-Competition Period").

Non-Competition. (a) During his employment by the Company Employment Term and for a period of one year two years thereafter, the Employee will not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company Employment Term or on the Termination Datedate Employee's employment terminates, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, to a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company Employment Term or on the Termination Datedate Employee's employment terminates, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The In addition, Employee also shall agrees that he will not, for a period of two years after the expiration or termination of the Employee's employment with the Company, unless such termination follows a Change of Control, as defined below, without the prior written consent of the Company, whether directly or indirectly, during such one-year period (a) solicit employ, whether as an employee, officer, director, agent, consultant or divert business fromindependent contractor, or attempt to convert solicit the employment of, any clientmanagerial or higher level person who is or at any time during the previous twelve months was an employee, account representative, officer or customer director of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his The Executive agrees that he will not at any time during the Term of Employment or thereafter disclose or use any confidential information of a proprietary nature relating to the Company or any Affiliate, and their respective businesses, which information shall have been obtained by the Executive during the Executive's employment by the Company or any Affiliate. For this purpose, "confidential information of a proprietary nature" shall include pricing policies, technical processes, formulae, inventions, research projects or other information regarding the financial and for a period business affairs of one year thereafterthe Company or any Affiliate that at the time in question have not been disclosed to the public or within the relevant trade or industry. Notwithstanding the foregoing provisions of this Section 17, the Employee will notExecutive may disclose or use any such information (i) as such disclosure or use may be required or appropriate in the course of his employment with the Company, unless acting (ii) when required by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction, or (iii) with the prior written consent of the BoardCompany. (b) The Executive agrees that at the time of the termination of his employment with the Company, whether at the instance of the Executive or the Company, and regardless of the reasons therefor, he will deliver to the Company, and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical matter and computer files containing information, including any and all documents significant to the conduct of the business of the Company or any subsidiary or Affiliate of the Company which are in his possession, except for any documents for which the Company or any subsidiary or Affiliate of the Company has given written consent to removal at the time of the termination of the Executive's employment and his personal rolodex, personal files, phone book and similar items. (c) During the Term of Employment and for a period of two years following the termination of his employment, the Executive shall not, other than in the course of performing his duties hereunder during the Term of Employment or as agreed by the Company in writing, engage in a "Competitive Business", directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officerindividual, partner, shareholder, director, employee, partnerofficer, principal, agent, representativeemployee, consultant trustee, consultant, or otherwise with in any other relationship or use or permit his name to be used capacity, in connection with, any business or enterprise engaged in a geographic area location in which the Company or any of its affiliates Affiliates is operating either during engaged in business. The Executive shall not be deemed to be in violation of this Section 17(c) from (i) his employment by the Company or on the Termination Dateacquiring, solely as applicablean investment, presently on the East Coast up to five percent (5%) of the United States outstanding equity securities (measured by value) of any entity, (ii) his becoming a consultant, advisor and/or agent to any entity providing consulting, investing or at other services to any port in Competitor, so long as the Gulf of Mexico (whether Executive does not render services or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notadvice, directly or indirectly, during such one-year period (a) solicit to any Competitor or divert business from, or attempt to convert any client, account or customer Affiliate of the Company Competitor or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (biii) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation his becoming affiliated with an entity which is engaged in any of the foregoing businesses having not a class of securities registered pursuant to the Securities Exchange Act of 1934, Competitor which is subsequently acquired by or merged with a Competitor; provided that following such ownership represents a passive investment and that neither the Employee nor acquisition or merger, his duties do not involve any group of persons including Employee in responsibilities with regard to any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingCompetitive Business.

Non-Competition. (a) During his Executive hereby agrees that, for the duration of Executive's employment by with the Company and for a period of one year two (2) years thereafter, the Employee Executive will not, unless acting with without the prior written consent of the BoardCompany, directly or indirectly, engage or invest in, own, manage, operate, joinfinance, control, finance control or participate in the ownership, management, operation, financing or control or financing of, be employed by, associated with, or be in any manner connected as an officerwith, directorlend Executive's name to, employee, partner, principal, agent, representative, consultant lend Executive's credit to or otherwise with render services or use or permit his name to be used in connection withadvice to, any business whose products or enterprise engaged activities compete in a geographic area whole or in part with the former, current or currently contemplated products or activities of the Company or any of its subsidiaries, in any state of the United States or in any country in which the Company or any of its affiliates is operating either during his employment by the Company subsidiaries sells products or on the Termination Dateconducts business; PROVIDED, as applicableHOWEVER, presently on the East Coast of the United States that Executive may purchase or at any port in the Gulf of Mexico otherwise acquire up to (whether or but not such business is physically located within those areasmore than) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided as amended. Executive agrees that such ownership represents this covenant is reasonable with respect to its duration, geographical area, and scope. (b) In the event of a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control breach by Executive of any covenant set forth in this Section 14, the term of such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any covenant will be extended by the period of the foregoingduration of such breach. (c) For the period following the termination of Executive's employment with the Company during which the provisions of this Section 14 apply, Executive will, within ten days after accepting any employment, advise the Company of the identity of any employer of Executive. The Company may serve notice upon each such employer that Executive is bound by this Agreement and furnish each such employer with a copy of this Agreement or relevant portions hereof.

Non-Competition. The Executive agrees that: (a) During his employment by the Company Employment Term and for a period of one year two (2) years thereafter, or, if longer, for the Employee period during which the Executive receives payments from the Company under Section 5.2, the Executive will not, unless acting except with the prior written consent of the Board, directly or indirectly, indirectly own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with with, or use or permit his her name to be used in connection with, any business or enterprise that is engaged in a geographic area in which the Company or any of its affiliates is operating or has documented plans to operate, provided the Executive has knowledge of those plans, either during his employment by the Company Employment Term or on the Termination Datedate the Executive's employment terminates, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, directly competitive to, to a business from which maintained by the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by or to a business that the Company or any of its affiliates has documented plans to maintain, provided that the Executive has knowledge of those plans, either during the Employment Term or on the Termination Datedate the Executive's employment terminates, as applicableapplicable ("Competing Business"). It is recognized by the Employee Executive that the business of the Company and its affiliates operates throughout the Geographic Area and that the Employee's connection therewith Executive is or will be involved in activity such business throughout the Geographic Area, and therefore, that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction restrictions shall not be construed to prohibit the ownership by the Employee Executive of less than one five percent (15%) of any class of securities of any corporation which that is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 19341934 (the "Exchange Act"), provided that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his her rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During The Executive hereby understands, acknowledges and agrees that he has not been employed in the furniture manufacturing industry prior to the date of this Agreement and that, by virtue of his employment position as Chief Executive Officer of the Company, the Executive will have advantageous familiarity and personal contacts with the suppliers, vendors and customers, wherever located, of the Company and its subsidiaries or affiliates and will have advantageous familiarity with the Confidential Information and the business, operations, affairs and strategy of the Company and its subsidiaries or affiliates. Accordingly, at all times while the Executive is employed by the Company and for a period of one year thereaftertwo (2) years following his Last Day of Employment, the Employee will Executive shall not, unless acting with in any location within the prior written consent United States of the BoardAmerica, directly or indirectly, ownor individually or together with any other Person, manageas owner, operateshareholder, joininvestor, controlmember, finance or participate in the ownershippartner, managementproprietor, operation, control or financing of, or be connected as an officerprincipal, director, officer, employee, partner, principalmanager, agent, representative, independent contractor, consultant or otherwise with otherwise: (i) engage in or assist another Person in engaging in, or use or permit his name to be used in connection with, any business business, operation or enterprise engaged in a geographic area in activity which competes with any business, operation or activity conducted or proposed to be conducted by the Company or any of its subsidiaries or affiliates (or which is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf same or a similar line of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which as the Company or any of its affiliates derive subsidiaries or affiliates) at least five percent of its respective gross revenues either any time during the Executive's employment with the Company; or (ii) engage in or assist another Person in engaging in, or use or permit his employment name to be used in connection with, any business, operation or activity which competes with any business, operation or activity conducted by the Company or on any of its subsidiaries or affiliates (or which is in the Termination Datesame or a similar line of business as the Company or any of its subsidiaries or affiliates) at any time during such two (2) year period following his Last Day of Employment; or (iii) finance, as applicable. It is recognized join, operate or control any business, operation or activity which competes with any business, operation or activity conducted or proposed to be conducted by the Employee that Company or any of its subsidiaries or affiliates (or which is in the same or a similar line of business of as the Company and or any of its subsidiaries or affiliates) at any time during the Executive's employment with the Company; or (iv) finance, join, operate or control any business, operation or activity which competes with any business, operation or activity conducted by the Company or any of its subsidiaries or affiliates and (or which is in the Employee's connection therewith is same or will be involved in activity throughout a similar line of business as the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly Company or indirectly, any of its subsidiaries or affiliates) at any time during such one-two (2) year period following his Last Day of Employment; or (av) solicit offer or divert business fromprovide employment, hire or attempt to convert engage (whether on a full-time, part-time or consulting basis or otherwise) any client, account or customer individual who has been an employee of the Company or any of its affiliates, whether existing at the date hereof subsidiaries or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than affiliates within one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant year prior to the Securities Exchange Act of 1934such offer, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly hiring or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingengagement.

Non-Competition. (aA) During The Employee understands and recognizes that his employment services to the Corporation are special and unique and agrees that, during the term of this Agreement and, unless such termination is by the Company and Employee pursuant to 7(A)(iii)(a) below, for a period of one (1) year thereafterfrom the date of termination of his employment hereunder, the Employee will not, unless acting with the prior written consent of the Boardhe shall not in any manner, directly or indirectly, ownon behalf of himself or any person, managefirm, operatepartnership, joinjoint venture, controlcorporation or other business entity ("Person"), finance enter into or participate engage in any business engaged in the ownershipdevelopment or commercialization of products directly competitive with products of the Corporation, managementincluding products under development by the Corporation, operation, control or financing ofeither as an individual for his own account, or be connected as an officer, director, employee, a partner, principaljoint venturer, executive, agent, representativeconsultant, consultant salesperson, officer, director or otherwise with shareholder of a Person operating or use intending to operate in the areas of therapeutics for congestive heart failure or permit his name to be used in connection withthe treatment of diseases by drugs which act through the modulation of superoxide dismutase or Corporation's future business, any proposed business or enterprise engaged in a geographic area future research activities or any additional areas of business as shall be updated from time to time by the parties to take into account additional areas of business in which the Company or any of its affiliates is operating either during his employment by Corporation may become engaged), within the Company or on the Termination Date, as applicable, presently on the East Coast geographic area of the United States or at any port in Corporation's business. (B) During the Gulf term of Mexico this Agreement and for one (whether or not such business is physically located within those areas1) (the "Geographic Area")year thereafter, in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) without the prior written consent of the Corporation solicit or divert business from, or attempt to convert induce any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer Corporation or any affiliate to leave the employ of the Corporation or any affiliate or hire for any purpose any employee of its affiliates.the Corporation or any affiliate or any employee who has left the employment of the Corporation or any affiliate within six months of the termination of said employee's employment with the Corporation; or (bC) The foregoing restriction In the event that the Employee breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 5, the Employee shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights urge as a shareholder, or seeks to do defense that there is an adequate remedy at law nor shall the Corporation be prevented from seeking any of the foregoingother remedies which may be available.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafterafter a Termination following a Change of Control, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination DatePennsylvania, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), ) in any business that is a customer of, competitive to, to or a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicableCompany. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition Competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit solicit, hire or attempt to hire any then employee of the Employer Company or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. 6.1 During the Term and for a three (a3) During his year period following the date the employment of Employee by the Company and for a period or any of one year thereafterits affiliates has ended (whether or not such employment is pursuant to this Agreement), the Employee will not, unless acting pursuant hereto or with the prior written consent of the BoardBoard of Directors of the Company, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant principal or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged within any portion of the United States in a geographic area any business in which the Company or any was engaged at the date of its affiliates is operating either during his termination of Employee's employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in time for one year prior to or after termination of employment with the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicableCompany. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in internet auction site activity throughout the Geographic AreaUnited States, and that more limited geographical limitations on this non-competition covenant and the non-solicitation covenant set forth in Section 7 hereof are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) 6.2 The foregoing restriction restrictions shall not be construed to prohibit the ownership by the Employee of less not more than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934businesses, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholdersecurity owner, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company and for a period of one year six (6) months thereafter, the Employee will not, unless acting with the prior written consent of the BoardManagers, directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, control operation or financing ofcontrol, or be connected as an officer, director, manager, member, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, (i) any business or enterprise engaged in a geographic area in which that competes with the Company BPL Entities or any of its affiliates is operating their Subsidiaries or Affiliates or the Partnerships in any business or enterprise that contributes more than ten percent (10%) of the BPL Entities’ or any of their Subsidiaries’ or Affiliates’ or the Partnerships’ revenue, either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States in any state in which such business or at any port in the Gulf of Mexico enterprise is so operated (whether or not such business is physically located within those areas) (the "“Geographic Area"”), or (ii) in any business or enterprise that is a customer of, competitive to, a business from which of the Company BPL Entities or any of its affiliates their Subsidiaries or Affiliates or the Partnerships if the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable, from such customer. It is recognized by the Employee that the business of the Company BPL Entities or any of their Subsidiaries and its affiliates Affiliates and the Partnerships and Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year six (6) month period (ai) solicit or divert business from, or attempt to convert any client, account or customer of the Company BPL Entities or any of its affiliatestheir Subsidiaries or Affiliates or the Partnerships, whether existing at the date hereof or acquired during Employee's ’s employment nor (bii) following Employee's ’s employment, solicit or attempt to hire any then employee of the Employer BPL Entities or of any of its affiliatestheir Subsidiaries or Affiliates or the Partnerships. This non-competition provision will not apply, and will have no force or effect, in the event Employee’s employment is terminated by the Company within one (1) year of the date hereof for any reason other than Cause. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During Executive acknowledges that he will have in his employment by or other involvement with the Company and its affiliates, access to Confidential Information that, if disclosed, would assist in competition against the Company and/or its affiliates and that Executive will also generate goodwill for a period the Company and its affiliates in the course of one year thereafterhis employment. Therefore, the Employee Executive hereby agrees that Executive will not: (i) during the period beginning on the Effective Date and ending on the eighteen (18) month anniversary of the termination of Executive’s employment (“Restrictive Period”), unless acting with without the prior written consent of the BoardCompany, the Board or the Employing Entity, which consent may be withheld for any reason or for no reason, directly or indirectly, ownfor Executive’s own account or for the account of others, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employeesecurityholder (passive or otherwise), owner, member, unitholder, partner, principalpromoter, agentconsultant, representativeadvisor, consultant employee, manager or otherwise otherwise, participate in the promotion, financing, ownership, operation or management of, or assist in, furnish advice with respect to, or use carry on through a proprietorship, partnership, joint venture, corporation, other form of business entity or permit his name to be used in connection withotherwise, any business that is engaged in, or enterprise engaged planning to engage in, a Competing Business in a geographic area any state in the United States in which the Company or any of its affiliates is operating either during his employment by the Company then conducts business or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port foreign country in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent then conducts business; provided, however, that nothing in this Section 9.1 will prohibit Executive from holding or acquiring beneficial ownership of its respective gross revenues either 1% or less of any class of interests that is listed for trading on a national securities exchange, provided such ownership is passive in nature; (ii) during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notRestrictive Period, directly or indirectly, during such one-year period indirectly advise or encourage any current customer (aor any previous customer within the last twelve months) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesaffiliates not to conduct business with the Company or any of its affiliates or solicit or do business with any such customer relating to a Competing Business; (iii) during the Restrictive Period, whether existing at the date hereof directly or acquired during Employee's employment nor (b) following Employee's employmentindirectly furnish advice to, solicit or attempt to hire do business with any then employee suppliers or vendors, including any importers, exporters, or direct trade partners (or any previous supplier or vendor within the twelve months immediately preceding the relevant measurement date), of the Employer Company or any of its affiliates relating to a Competing Business; or (iv) during the Restrictive Period, either on Executive’s own behalf or for any other person (other than the Company or any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of hire, solicit, interfere with or endeavor to cause any class of securities of any corporation which is engaged in any employee of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising affiliates to leave his rights as a shareholderor her employment, or seeks (2) induce or attempt to do induce any such employee to breach his or her employment agreement with the Company or any of its affiliates. Notwithstanding the foregoing, nothing herein is intended to prevent, or will prevent, the Executive from directly or indirectly making any general solicitation of employment which is not directed specifically to any such employee of the Company.

Non-Competition. (a) During his her employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his her name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his her employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his her employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit solicit, hire or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his her rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. In consideration of Purchaser's consummation of the transactions contemplated by this Agreement, and as a material inducement to Purchaser to enter into this Agreement, each Stockholder covenants and agrees as follows: (a) During his employment by the Company and for a period of For one year thereafterafter Closing, the Employee no Stockholder will notat any time, unless acting with the prior written consent of the Boardin any capacity, directly or indirectly, ownown an equity interest, managedirectly or indirectly, operatein a Competing Organization. "Competing Organization" will include any Person, joinorganization, control, finance business or participate other enterprise (i) located or doing business anywhere in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) world (the "Geographic Area"), and (ii) then engaged in any business that is a customer of, competitive toor about to become engaged in, a business from which identical to or similar to the Company business of IPVOICE or NETSCO. (b) During the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, no Stockholder will at any time in any capacity, directly or indirectly, (i) induce or attempt to induce any employee (ii) induce or attempt to induce any supplier, licensee, licensor, franchisee, or other business relation of either Purchaser or any of its affiliates derive at least five percent of its respective gross revenues to cease doing business with them or in any way interfere with the relationship between either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company Purchaser or any of its affiliatesaffiliates and any of their respective customers or business relations, whether existing at or (iii) solicit the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire business of any then employee existing customer of the Employer Purchaser or of any of its affiliates. (bc) The foregoing restriction shall not be construed to prohibit If, at the ownership by the Employee time of less than one percent (1%) enforcement of any class of securities of any corporation which is engaged in any of the foregoing businesses having provisions of this section, a class court of securities registered pursuant competent jurisdiction holds that the restrictions stated in this section are unreasonable under the circumstances then existing or are otherwise illegal, invalid or unenforceable in any respect by reason of its duration, definition of Geographic Area or scope of activity, or any other reason, the parties agree that the maximum period, scope or geographical area reasonable or otherwise enforceable under such circumstances will be substituted for the stated period, scope or area. (d) Without limiting any of Purchaser's rights under this Agreement, the parties hereto acknowledge that Purchaser will be entitled to enforce its rights under this Section 6.9 specifically, to recover damages and costs (including reasonable attorneys' fees) caused by any breach of any provisions of this section and to exercise all other rights existing in its favor. The parties acknowledge and agree that the Securities Exchange Act breach of 1934any term or provision of this section by any Stockholder will materially and irreparably harm Purchaser, provided that such ownership represents a passive investment money damages will accordingly not be an adequate remedy for any breach of the provisions of this section by any Stockholder and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part Purchaser in its business, sole discretion and in addition to any other than exercising his rights as a shareholder, remedies it may have at law or seeks in equity may apply to do any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the foregoingprovisions of this section.

Non-Competition. (a) During his employment by the Company and for a. For a period of one year thereafterhereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Datedate his employment terminated, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, or competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Datedate his employment terminated, as applicable. It is recognized by the Employee that the business of the Company and its affiliates is, and the Employee's connection therewith is or will be was, involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit solicit, hire or attempt to hire any then employee of the Employer or of any of its affiliates. (b) b. The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the The Employee will not, unless acting with the shall not without prior written consent of the Boardboard of directors of the Employer, directly or indirectlywhich consent may be unreasonably withheld, own, manage, operate, join, control, finance or participate in during the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name 12 month period following the date that the Employee ceases to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then an employee of the Employer or other termination of this Agreement (regardless of who initiated the termination and whether with or without cause), either individually or in partnership or in conjunction in any way with any person -or persons, whether as principal, agent, consultant, shareholder, guarantor, creditor or in any other manner whatsoever, I. solicit, interfere with or endeavor to entice away from the Employer or any of its affiliatesrespective affiliates or associates, accept any business from or the patronage of or render any service to, sell to or contract or attempt to contract with any person, firm, or corporation who was a client, customer or supplier of the Employer, or any of its respective affiliates or associates or a prospective client, customer or supplier of the Employer, or any of its respective affiliates or associates with whom the Employer, or any of its respective affiliates or associates have or have had any dealing during the 12 month period immediately preceding the date upon which the Employee ceases to be an employee of the Employer, II. offer employment to or endeavor to entice away from the Employer, or any of its respective affiliates or associates, any person employed by the Employer at the date of the termination of this Agreement or interfere in any way with the employment relationship between such employee and the Employer, or III. seek employment or be employed by, consult, engage in, carry on or otherwise be concerned with or have any interest in, or advise, lend money to, guarantee the debts or obligations of, permit the Employee's name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with a business which primarily manufactures or sells Berea sandstone. For purposes of this agreements business will be primarily involved in the manufacture or sale of Berea sandstone if more than 50% of its sales result from the manufacture or sale of Berea sandstone. (b) The foregoing restriction shall not be construed covenants are given by the Employee acknowledging that the Employee either has or will have specific knowledge of the affairs of the Employer and its business. Therefore, the Employee hereby acknowledges and agrees that all covenants, provisions and restrictions contained in Article 3 of this Agreement are reasonable and valid in the circumstances of this Agreement, and all defenses to prohibit the ownership strict enforcement thereof by the Employer are hereby waived by the Employee. The Employee acknowledges and agrees that any breach by the Employee of less than the covenants, provisions and restrictions contained in Article 3 of this Agreement during the term of employment hereunder shall constitute cause for termination. Notwithstanding anything herein to the contrary, the parties agree that nothing in 3.5(a)(iii) shall be deemed to restrict the Employee, following termination of this Agreement (regardless of the circumstances of such termination and regardless of who initiated same) from carrying on a business similar to the proprietorship carried on by the Employee under the name "Tyrr▇▇▇ ▇▇▇▇▇ ▇▇▇ign" as that business was carded on prior to February 7, 1996, so long as such business is not one percent which primarily manufactures or sells Berea sandstone. (1%c) The Employee further acknowledges and agrees that in the event of a breach of the covenants, provisions and restrictions in Article 3 of this Agreement, the Employer's remedy in the form of monetary damages may be inadequate and that the Employer shall be and is hereby authorized and entitled, in addition to all other rights and remedies available to the Employer, to apply for and obtain from any class court of securities competent jurisdiction interim and permanent injunctive relief and an accounting of any corporation which is engaged in any all profits and benefits arising out of such breach. The Employee also acknowledges that the operation of the foregoing businesses having a class of securities registered pursuant covenants may seriously constrain his freedom to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, seek other than exercising his rights as a shareholder, or seeks to do any of the foregoingremunerative employment.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent A. In consideration of the Boardpremises of this Agreement, directly or indirectlyExecutive agrees that, ownfor the term of this Agreement and until and including December 31, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) 2006 (the "Geographic Area"“Restricted Period”), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, for his own account or for the account of others, as an officer, director, stockholder, owner, partner, employee, promoter, consultant, manager or otherwise, participate in the promotion, financing, ownership, operation or management of, or assist in or carry on through a proprietorship, corporation, partnership, limited liability company or other form of business entity or otherwise, any business or business endeavor in the areas of oil field services or products as set forth in Exhibit “A” hereof, which is attached hereto and for all purposes made a part hereof, which Exhibit is acknowledged to be an excerpt from Varco’s most recent SEC Form 10-K filing (the “Business”), within the United States of America, the State of California, any of the counties in the State of California, Canada or any of the provinces in Canada (the “Restricted Territory”). The Business shall also include any future products or services, which are described in a future SEC Form 10-K of Varco which is filed while Executive is serving as a director of Varco. B. In consideration of the premises of this Agreement, the Executive agrees that during such one-year period the Restricted Period, the Executive shall not, whether for his own account or for the account of any other person (aexcluding Varco), (i) solicit or divert contact in an effort to do business fromwith any person who was a customer of Varco during the term of this Agreement, or attempt to convert any clientaffiliate of any such person, account if such solicitation or customer of contact is in competition with the Company or any of its affiliatesBusiness, whether existing at the date hereof or acquired during Employee's employment nor (bii) following Employee's employment, solicit or attempt induce any Varco employees to hire any then employee of leave their employment with Varco or accept employment with anyone else, if such solicitation or inducement is in competition with Varco (iii) interfere in a similar manner with the Employer Business or of any of (iv) disparage the Company, its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934products, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, business or management either directly or indirectly, manages whether orally, in print or exercises control otherwise. Nothing herein shall prohibit or preclude the Executive from performing any other types of services that are not precluded by Section 8A for any such corporationother person. C. Executive has carefully read and considered the provisions of this Section 8 and, guarantees any having done so, agrees that the restrictions set forth in this Section 8 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of Varco, its financial obligationsofficers, otherwise takes directors, employees, creditors, partners and affiliates. Executive acknowledges that (x) the business of Varco and its affiliates is international in scope, (y) its products and services are marketed throughout the Restricted Territory, and (z) Varco and its affiliates compete with other businesses that are or could be located in any part of the Restricted Territory. In the event that any court determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the parties hereto agree that the provision shall remain in its full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Executive understands that the restrictions contained in this Section 8 may limit his ability to engage in a business similar to Varco’s business, but acknowledges that he will receive sufficiently high remuneration and other than exercising his rights as a shareholder, or seeks benefits from Varco hereunder to do any of the foregoingjustify such restrictions.

Non-Competition. (a) During his employment a. So long as employee is employed by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic AreaTCI, and that more limited geographical limitations on this non-competition covenant are therefore such employment has not appropriate. The been terminated, Employee also agrees to devote his full working time, attention and energies to the performance of his assigned duties, and Employee shall not, directly or indirectly, during such one-year period (a) solicit alone or divert business fromas a member of any partnership, or attempt as an officer, director or employee of any other corporation, partnership or other organization (other than charitable or other not for profit organizations), be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to convert any clientor contrary to the best interests of TCI. Nothing contained herein is intended to prohibit Employee's passive investment activities so long as they are in compliance with the last sentence of Section 6.b. b. Employee also agrees that he will not, account so long as he is an employee or customer officer of the Company TCI or any of its affiliatessubsidiaries, whether existing at or during the date hereof Severance/Consulting Period, directly or acquired during Employee's employment nor (b) following Employee's employmentindirectly, solicit as owner, partner, joint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or attempt to hire in any then employee of the Employer capacity whatsoever, engage or of become financially interested in, be employed by, or have any connection with, any business competing with TCI or any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit subsidiaries, in any geographic area where the ownership by the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, provided, however, that Employee of less than one percent (1%) of may own any class of securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time one percent of the foregoing businesses having a any class of stock or securities registered pursuant of such company. c. Except in furtherance of his duties to TCI, Employee further agrees that in order to protect TCI's trade secrets, during the Securities Exchange Act term of 1934this Agreement or during the Severance/Consulting Period, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayhe will not, either directly or indirectly, manages participate in any effort to develop, manufacture or exercises control market products or services that compete with TCI's products or services (including products or services that TCI can demonstrate it intends to develop or are under development). d. In addition to the foregoing, during the term of this Agreement and during the Severance/Consulting Period, Employee will not cause, directly or indirectly, (1) any such corporationemployee, guarantees any consultant or independent contractor of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderthe Company, or seeks to do (2) any customer, potential customer, or partner of the foregoingCompany, to sever or modify their relationship with the Company in any respect. e. Employee acknowledges that any payments or benefits provided under this Agreement by TCI during the Severance/Consulting Period are made expressly contingent upon Employee's continued compliance with this Section 6 and the Inventions Agreement during the Severance/Consulting Period. As a result, TCI shall be entitled to discontinue any payments or benefits provided during the Severance/Consulting Period if Employee is in violation of this Section 6 or the Inventions Agreement in any respect.

Non-Competition. (a) During his employment by As additional consideration for the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name compensation to be used in connection withpaid to Executive under this Agreement, any business or enterprise engaged in a geographic area in which Executive acknowledges that during the Company or any course of its affiliates is operating either during his Executive’s employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of with the Company and its affiliates Subsidiaries Executive shall have access to and the Employee's connection therewith is or will be involved in activity throughout the Geographic Areashall become familiar with, and prior hereto during Executive’s employment with Grede II LLC Executive has become familiar with, the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company Group and that more limited geographical limitations on this non-competition covenant are therefore Executive’s services shall be of special, unique and extraordinary value to the Company and its Subsidiaries, and therefore, Executive agrees that, during the Employment Period and for eighteen (18) months thereafter (the “Noncompete Period”), Executive shall not appropriate. The Employee also shall not, directly or indirectlyindirectly own any interest in, during such one-year period (a) solicit or divert business frommanage, control, participate in, consult with, render services for, be employed by, or attempt to convert in any clientmanner engage in, account any person, business or customer entity competing with any member of the Company Group as such businesses exist or any of its affiliates, whether existing at are in process during the Employment Period or on the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer termination or expiration of the Employment Period, within any geographical area in which any member of its affiliates. the Company Group engage or plan to engage in such businesses (b) The foregoing restriction a “Competitive Business”). Nothing herein shall prohibit Executive from being a passive owner of not be construed to prohibit more than 2% of the ownership by the Employee of less than one percent (1%) outstanding stock of any class of securities of any a corporation which is engaged publicly traded, so long as Executive has no active participation in any the business of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees and Executive may, without violating this Section 9(a), serve as an employee, consultant or independent contractor to any of its financial obligations, otherwise takes person or business engaging in a Competitive Business through any part in its business, other division or subsidiary provided such Competitive Business generates less than exercising his rights as a shareholder, or seeks to do any 20% of the foregoingannual revenue of such person or business and provided that Executive does not participate in, work for or provide any services to such person or business in connection with such Competitive Business.

Non-Competition. a For a period of three (a3) During his employment years after the date hereof (the “Restricted Period”), the Executive shall not (i) engage, directly or indirectly, individually or through another entity, in any business in the Hong Kong Special Administrative Region of the People’s Republic of China and the People’s Republic of China that produces or supplies products or services of the kind produced or supplied by the Company or the Seller as of the date hereof or that competes, either directly or indirectly, with the Company or the Seller in any market in which they are operating as of the date hereof or at any time during the Restricted Period; and for a period of one year thereafter, the Employee will not, unless acting with (ii) without the prior written consent of the BoardCompany, directly or indirectly, ownown an interest in, manage, operate, join, control, finance lend money or render financial or other assistance to or participate in the ownership, management, operation, control or financing of, or be connected with, as an officer, director, employee, partner, principalstockholder, agent, representativemember, consultant or otherwise with otherwise, any means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or use other entity, as well as any syndicate or permit his name group that would be deemed to be used in connection with, any business or enterprise engaged in a geographic area in which person under Section 13(d)(3) of the Exchange Act (a “Person”) that competes with the Company or any the Seller in producing or supplying products or services of its affiliates is operating either during his employment the kind produced or supplied by the Company or on the Termination Date, Seller as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired at any time during Employee's employment nor the Restricted Period. For purposes of this Section 1(a), (bi) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less securities having no more than one percent (1%) of any class of securities the outstanding voting power of any corporation competitor which is engaged are listed on any national securities exchange shall not be deemed to be in any violation of this Section 1(a) as long as the Person owning such securities has no other connection or relationship with such competitor, and (ii) the ownership of the foregoing businesses having securities listed on Schedule 1 attached hereto shall not be deemed in violation of this Section 1(a). b As a class separate and independent covenant, the Executive agrees with Company and the Seller that, for a period of securities registered pursuant to three (3) years following the Securities Exchange Act of 1934date hereof, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee Executive will not in any way, either directly or indirectly, manages for the purpose of conducting or exercises control engaging in any business that produces or supplies products or services of the kind produced or supplied by the Seller as of the date hereof, call upon, solicit, advise or otherwise do, or attempt to do, business with any such corporationcustomers of the Seller with whom the Seller had any dealings during the period of time prior to December 15, guarantees 2022 or take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Seller or interfere with or attempt to interfere with any officers, employees, representatives or agents of the Seller or the Company or induce or attempt to induce any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderthem to leave the employ of the Seller or the Company or violate the terms of their contracts, or seeks to do any of employment arrangements, with the foregoingSeller or the Company.

Non-Competition. (a) During his employment The Executive shall not, at any time during the [24 month period] following the Date of Termination directly or indirectly engage in, have any equity interest in, or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any containerized shipping business in the ▇▇▇▇▇ Act trade which competes with any business of the Company or any entity owned by the Company and for anywhere in the world provided, however, that the Executive shall be permitted to acquire a period passive stock or equity interest in such a business provided the stock or other equity interest acquired is not more than five percent of one year thereafterthe outstanding interest in such business. b) During the term set forth in Section 4(a), the Employee Executive will not, unless acting with the prior written consent and will not permit any of the Boardhis/her affiliates to, directly or indirectly, ownrecruit or otherwise solicit or induce any employee, managecustomer, operatesubscriber or supplier of the Company to terminate its employment or arrangement with the Company, join, control, finance or participate in otherwise change its relationship with the ownership, management, operation, control or financing ofCompany, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise establish any relationship with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company Executive or any of its his/her affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in for any business that is a customer of, purpose deemed competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that with the business of the Company and Company. c) In the event the terms of this Section 4 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its affiliates and the Employee's connection therewith is extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be involved interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in activity throughout all other respects as to which it may be enforceable, all as determined by such court in such action. d) As used in this Section 4, the Geographic Areaterm “Company” shall include the Company, its parent, related entities, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof direct or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesindirect subsidiaries. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company Term and for a during the twelve-month period of one year thereafter, following the Employee will not, unless acting with the prior written consent termination of the Board, Executive’s employment hereunder for any reason whatsoever: (i) the Executive will not directly or indirectlyindirectly (as a director, ownofficer, manageemployee, operatemanager, joinconsultant, controlindependent contractor, finance advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, (i) any business or enterprise engaged organization which engages in a geographic area in which competition with the Company or any of its affiliates in any geographical area where any business is operating either during his employment presently carried on by the Company or on the Termination Dateany of its affiliates, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areasii) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from or organization which engages in competition with the Company or any of its affiliates derive at least five percent in any geographical area where any business shall be hereafter, during the period of its respective gross revenues either during his the Executive’s employment by the Company, carried on by the Company or any of its affiliates, if such business is then being carried on the Termination Date, as applicable. It is recognized by the Employee Company or any of its affiliates in such geographical area; (ii) the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that the business they employ or solicit for employment, any employee of the Company and or any of its affiliates; and (iii) the Executive will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other person or firm which rendered manufacturing or other services, or sold any products, to the Company or any of its affiliates and if such action by him would have a material adverse effect on the Employee's connection therewith is business, assets or will financial condition of the Company or any of its affiliates. For purposes of this Section 6(b), a person or entity (including, without limitation, the Executive) shall be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt deemed to convert any client, account or customer be a competitor of the Company or any of its affiliates, whether existing at or a person or entity (including, without limitation, the date hereof Executive) shall be deemed to be engaging in competition with the Company or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. , only if such person or entity in any way conducts, operates, carries out or engages in (bi) The foregoing restriction shall not be construed to prohibit the ownership design, creation, manufacture, assembly, integration, installation, service, or maintenance of document imaging, payments processing, workflow or archiving systems, software, components or supplies, (ii) on-site computer or network equipment repair and maintenance services, (or any other services which compete with the business of the Company’s Computer and Network Services division or any successor thereto), or (iii) such other business or businesses as the Company may conduct during the Term in such geographical area or areas as such business or businesses are conducted by the Employee Company. In connection with the foregoing provisions of less than this Section 6(b), the Executive represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Executive further agrees that the limitations set forth in this Section 6(b) (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Executive in this Section 6(b) shall survive the termination of the Term and the expiration or termination of this Agreement. For purposes of this Section 6(b), proprietary interest in a business is ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of such business. The Executive shall be deemed to acquire a proprietary interest in a business or to be made an officer or director of such business if Executive shall have entered into a definitive agreement or letter of intent with respect thereto. The Executive acknowledges and agrees that a remedy at law for any class breach or threatened breach of securities the provisions of any corporation which is engaged in this Section 6(b) would be inadequate and, therefore, agrees that the Company and any of the foregoing businesses having a class of securities registered pursuant its affiliates shall be entitled to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment injunctive relief in addition to any other available rights and that neither the Employee nor any group of persons including Employee remedies in any way, either directly or indirectly, manages or exercises control cases of any such corporationbreach or threatened breach; provided, guarantees however, that nothing contained herein shall be construed as prohibiting the Company or any of its financial obligations, otherwise takes affiliates from pursuing any part in its business, other than exercising his rights as a shareholder, and remedies available for any such breach or seeks to do any of the foregoingthreatened breach.

Non-Competition. (a) During Executive agrees that during the Term of his employment by the Company and for a period of one (1) year thereafter, following the Employee will not, unless acting with the prior written consent termination of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his Executive's employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) hereunder (the "Geographic AreaNon-Competitive Period"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, during such one-year period (a) solicit or divert business fromas owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or attempt to convert in any clientcapacity whatsoever engage in, account become financially interested in, be employed by, render any consultation or customer business advice with respect to, or have any similar relationship with (collectively, a "Relationship"), any business which is engaged in development and commercialization of any technologies or products which are directly competitive with, or an emulation of, any technology or application thereof or products based thereon designed, marketed, announced, leased or sold by the Company or any of its subsidiaries, in any geographic area where, during the time of his employment, the business of the Company or any of its affiliatessubsidiaries is being, whether existing at the date hereof had been or acquired during Employee's employment nor (b) following Employee's employmentwas actually planned to be, solicit or attempt to hire conducted in any then employee of the Employer or manner whatsoever; provided, however, that Executive may own any securities of any of its affiliates. (b) The foregoing restriction shall corporation which is engaged in such business and is publicly owned and traded but in an amount not be construed to prohibit the ownership by the Employee of less than exceed at any one time one percent (1%) of any class of stock or securities of such company; and provided further that Executive shall not be prohibited from having a Relationship (during the Non- Competitive Period and after termination of Executive's employment for any corporation reason) with any subsidiary or division of any entity which is engaged does not engage or propose to engage in any of the foregoing businesses having activities from which Executive is precluded as set forth above, notwithstanding that other subsidiaries or divisions of such entity may be engaged in such activities (subject to Executive's continued compliance with his confidentiality obligations contained in Section 4); and provided further that upon termination of employment, a class Relationship which would otherwise be prohibited hereunder may be approved in advance in writing by and at the sole discretion of securities registered pursuant to the Securities Exchange Act Board of 1934Directors of the Company. In addition, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayExecutive shall not, either directly or indirectly, manages during the Non-Competitive Period, request or exercises control of cause any such corporation, guarantees suppliers or customers with whom the Company or any of its financial obligationssubsidiaries has a business relationship to cancel, otherwise takes any part in its businessreduce, other than exercising his rights as a shareholdermodify, or seeks to do terminate any such business relationship with the Company or any of its subsidiaries or solicit, interfere with or entice from the foregoingCompany any employee (or former employee) of the Company.

Non-Competition. In return for employment in the capacity set forth under this Agreement, during the Employment Term and, in the event of the termination of this Agreement pursuant to the provisions of Section 5(a) (aii) During his employment by the Company and hereof, for a period of one year twelve (12 months) thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during (i) in any capacity whatsoever, either on Employee's own behalf or on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in any manner with, a person or agency engaged in the electronic media computer software or servicing business (notwithstanding the immediately preceding clause, nothing herein shall prohibit Employee from owning 5% or less of any securities of a competitor engaged in the electronic media computer software or servicing business if such onesecurities are listed on a nationally recognized securities exchange or traded over-year period the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise); (aii) interfere with the employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit any business related to the business of Employer from any client or divert business from, prospective client of Employer at or attempt to convert any client, account or customer before the termination date of the Company Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is employed or engaged; or (iv) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its affiliatesaffiliates or related entities, whether existing at the date hereof any supplier, customer or acquired during Employee's employment nor (b) following Employee's employmentother person or entity that had a business relationship with or with which Employer, solicit its subsidiaries or attempt to hire any then employee of the Employer or of any of its affiliatesaffiliates or related entities was actively planning or pursuing a business relationship at or before the termination of Employee. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. 7.1 The Executive acknowledges that he will be entrusted with detailed confidential information and trade secrets concerning the present and contemplated techniques and modes of merchandising evolved and used in connection with the Business and concerning the customers and clients of the Business, their names, addresses and requirements and concerning employees of the Business, the disclosure of any of which detailed confidential information and trade secrets to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Executive further acknowledges and agrees that the right to maintain confidential such detailed confidential information and trade secrets constitutes a proprietary right which the Corporation is entitled to protect. Accordingly, the Executive covenants and agrees with the Corporation: (a) During his employment by the Company and for a period of one year thereafter, the Employee that he will not, unless acting except with the prior written consent of the Board, directly Corporation or indirectly, own, manage, operate, join, control, finance or participate in the ownershipcourse of his employment for the purposes of the Business, managementat any time during his employment with the Corporation or during the period of two years from the date of any termination of his employment, operationdisclose any of such detailed confidential information and trade secrets with respect to the Business to any person or use the same for any purposes other than those of the Corporation; (b) that he will not, control except with the prior written consent of the Corporation, at any time during his employment with the Corporation or financing ofduring the period of two years from the date of any termination of his employment, either individually or be connected in partnership or jointly or in conjunction with any person as an officer, director, employee, partner, principal, agent, representativeshareholder, consultant creditor, employee, partner or otherwise in any other manner whatsoever carry on or be engaged in or be concerned with or use interested in or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any person engaged in connection with, or concerned with or interested in any business directly competitive with the Business or enterprise engaged any portion of the Business, anywhere in a geographic area any country of the world in which the Company Business or any portion of its affiliates the Business is operating either carried on or is proposed to be carried on at any time during his employment by with the Company or on Corporation; and (c) that he will not, except with the Termination Date, as applicable, presently on the East Coast prior written consent of the United States Corporation, at any time during his employment with the Corporation or at any port time during the period of two years from the date of any termination of his employment: (i) contact, for the purpose of solicitation in the Gulf of Mexico (whether connection with a similar business, any person, firm, corporation or not such business is physically located within those areas) (the "Geographic Area"), in any business that governmental agency who is a customer of, competitive to, a business from which of the Company Corporation in connection with the Business at such date of termination; or (ii) contact any employee or any executive of its affiliates derive at least five percent of its respective gross revenues either during his employment the Corporation employed by the Company Corporation at such date of termination in connection with the Business for the purpose of offering him or on her employment with any person other than the Termination DateCorporation. 7.2 If any covenant or provision herein is determined to be void or unenforceable in whole or in part, as applicable. It is recognized by it shall not be deemed to affect or impair the Employee that the business validity of the Company any other covenant or provision and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period subclauses (a) solicit or divert business from), or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt and (c) and paragraphs (i) and (ii) of subclause (c) of clause 7.1 hereof are declared to hire any then employee of be separate and distinct covenants. The Executive hereby agrees that all restrictions in clause 7.1 are reasonable and valid and all defences to the Employer or strict enforcement thereof by the Corporation are hereby waived by the Executive. The Executive acknowledges that a violation of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee provisions of less than one percent (1%) of any class of securities of any corporation which is engaged clause 7.1 will result in any of the foregoing businesses having a class of securities registered pursuant immediate and irreparable damage to the Securities Exchange Act Corporation and agrees that in the event of 1934such violation the Corporation shall, provided that in addition to any other right to relief, be entitled to equitable relief by way of temporary or permanent injunction and to such ownership represents a passive investment other relief as any court of competent jurisdiction may deem just and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingproper.

Non-Competition. As a material inducement to Parent and Purchasers to enter into this Agreement, each Seller agrees as follows: (a) During his employment by From the Company and for a period date hereof until the fifth anniversary of one year thereafterthe Closing Date (the "Non-Competition Period"), the Employee such Seller will not, unless acting with the prior written consent of the Boardand will cause its Affiliates not to, engage or participate, directly or indirectly, ownas principal, manageagent, operateexecutive, joindirector, controlproprietor, finance joint venturer, trustee, employee, employer, consultant, stockholder, partner or participate in any other capacity whatsoever, in the ownership, management, operation, control conduct or financing management of, or own any stock or any other equity investment in or debt of, any business that is competitive with any business conducted or proposed to be connected conducted by the Company as of the Closing Date, including any business involving outsourced professional staffing, permanent placement, executive search services or full service outsourcing but excluding passive investments of up to 2% of the common stock of any publicly traded company. (b) During the Non-Competition Period, no Seller will, and each Seller will cause its Affiliates not to, for such Seller’s or Affiliate’s own benefit or for the benefit of any Person other than Purchasers, (i) solicit, or assist any Person to solicit, any officer, director, executive or employee of any Purchaser (or, prior to the Closing Date, any Seller) to leave his or her employment (other than as contemplated by this Agreement with respect to the Transferred Employees), (ii) hire or cause to be hired any person who is then, or who will have been at any point in time during the Non-Competition Period, an officer, a director, an executive or an employee of any Purchaser (or, prior to the Closing Date, any Seller), or (iii) engage any Person who is then, or who will have been at any point in time during the Non-Competition Period, an officer, director, employeeexecutive or employee of any Purchaser (or, prior to the Closing Date, any Seller) as a partner, principalcontractor, agentsub-contractor or consultant. (c) During the Non-Competition Period, representativeno Seller will, consultant and each Seller will cause its Affiliates not to, (i) solicit, or otherwise with or use or permit his name assist any Person other than any Purchaser to be used in connection withsolicit, any business Person that is a client or enterprise engaged in customer of any Purchaser (or, prior to the Closing Date, any Seller), or has been a geographic area in which client or customer of any Purchaser (or, prior to the Company Closing Date, any Seller) during the prior twelve (12) months, to provide any services competitive wit those provided by any Purchaser (or, prior to the Closing Date, any Seller) or (ii) interfere with any of its affiliates is operating either during his employment the business relationships of any Purchaser (or, prior to the Closing Date, any Seller). (d) Each Seller acknowledges that (i) the markets served by the Company or are North American in scope and are not dependent on the Termination Date, as applicable, presently on the East Coast geographic location of the United States executive personnel or at any port in the Gulf businesses by which they are employed; and (ii) the above covenants are manifestly reasonable on their face, and the parties expressly agree that such restrictions have been designed to be reasonable and no greater than is required for the protection of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is Purchaser and are a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business significant element of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesconsideration hereunder. (be) The foregoing restriction If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 9.4 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unforceability shall not be construed have the power to prohibit reduce the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any scope, duration, or area of the foregoing businesses having a class of securities registered pursuant term or provision, to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly delete specific words or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderphrases, or seeks to do replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable that comes closest to expressing the intention of the foregoinginvalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition. (a) During At all times during his employment by the Company and the Transition Term, and for a period of one year 12 months thereafter, but in no event more than five years after the Employee will Retirement Date (the "Restricted Period"), Executive shall not, unless acting with the prior written consent of the BoardChairman or the President of the Company, directly or indirectly, (i) own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or (ii) be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with with, or (iii) use or permit his name to be used in connection with, (A) any business or enterprise engaged in a geographic area in which by the Company Company, its subsidiaries or any of its affiliates is operating affiliates, or the Partnerships, either during his employment by the Company or on the Termination DateTransition Term, as applicable, presently on the East Coast of the United States in any state in which such business or at any port in the Gulf of Mexico enterprise is so operated (whether or not such business is physically located within those areas) (the "Geographic Area"), in or (B) any business that is a customer ofof the Company, competitive toits subsidiaries or affiliates, a business from which or the Company or any of its affiliates derive Partnerships accounting for at least five percent of its the respective gross revenues either of the Company, such subsidiary, affiliate or Partnership during his employment by the Company or on fiscal year preceding the Termination Date, as applicabledate Executive first commences activity with such customer. It is recognized by the Employee Executive that the business of the Company Company, its subsidiaries and its affiliates affiliates, and the EmployeePartnerships, and Executive's connection therewith is or will be involved in therewith, involves activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee foregoing restrictions shall not apply to (i) any activity in which Executive engages during the Restricted Period which is not an active business of the Company, its subsidiaries or affiliates, or the Partnerships at the time Executive first commences such activity or (ii) to any Geographic Area which is not a Geographic Area at the time Executive first commences such activity. (b) Executive also shall not, directly or indirectly, during such one-year period the Restricted Period, (ai) solicit or divert business from, or attempt to convert divert any client, account or customer of the Company Company, its subsidiaries or any of its affiliates, or the Partnerships, whether existing at the date hereof or acquired during Employee's employment nor at any time through the end of the Transition Term, to any competitor of the Company, its subsidiaries and affiliates, or the Partnerships, or (bii) following Employee's employment, solicit or attempt to hire any then employee of the Employer Company, its subsidiaries or of any of its affiliates, or the Partnerships who was at a managerial or higher level. (bc) The foregoing restriction restrictions shall not be construed to prohibit the ownership by the Employee Executive of less than one five percent (15%) of any class of securities of any corporation or limited partnership which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee Executive in any way, either directly or indirectly, manages or exercises control of any such corporationcorporation or limited partnership, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholdershareholder or limited partner, or seeks to do any of the foregoing.

Non-Competition. Subject to the provisions of Section 3.2, Employee agrees that during the Non-Competition Period (a) During his employment by the Company and for a period of one year thereafteras hereinafter defined), the Employee she will not, unless acting with the prior written consent of the Boardnot in any manner, directly or indirectly, ownexcept as specifically contemplated by the terms of her employment or expressly set forth in this Agreement, manage(i) be employed by, operate, join, control, finance engaged in or participate in the ownership, management, operation, operation or control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant act in any advisory or otherwise with or use or permit his name to be used in connection withother capacity for, any business or enterprise engaged in a geographic area in entity which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States now or at any port in time during the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), Non-Competition Period engages in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notcompetitive, directly or indirectly, during with the business of CCL or any of its subsidiaries or divisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, at the termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the business of providing services in such one-year period area to other unaffiliated entities, (aii) solicit or divert business from, or attempt to convert any client, account or customer of the Company from CCL or any of its affiliatessubsidiaries or divisions any business or any customer, whether existing or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (18) months immediately preceding such date of solicitation or diversion, or assist any person, firm or corporation in doing so or attempting to do so, or (iii) on her own behalf or on behalf of any person or entity, directly or indirectly, hire or solicit the employment or other retention of any employee or consultant who was employed or retained by CCL or any of its subsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, however, that, notwithstanding the foregoing, nothing herein shall preclude Employee from making solely passive investments in any class or series of equity securities of any entity which is publicly traded so long as Employee shall not own or control, directly or indirectly, either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5%) or more of the voting rights or equity ownership of such entity. For purposes of this Section 7.3, a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to have existed at the date hereof or acquired during time of termination of Employee's employment nor if (bi) following within three (3) months after the termination of Employee's employment, solicit CCL or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction subsidiaries or divisions shall not be construed have entered into a letter of intent or made a public announcement of intention to prohibit the ownership by the Employee of less than engage in business in such geographical area or (ii) within one percent (1%) year after the termination of any class of securities of any corporation which is engaged in Employee's employment, CCL or any of its subsidiaries or divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in business in such geographical area. The provisions of this Section 7.3 shall extend for the foregoing businesses having Term and survive the Term for eighteen (18) months after the end of the Term; provided, however, that in the case of a class termination of securities registered employment pursuant to the Securities Exchange Act provisions of 1934Section 6.1, the provisions of this Section 7.3 shall extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that such ownership represents in the case of a passive investment and that neither termination of employment pursuant to the Employee nor any group provisions of persons including Employee Sections 6.3, the provisions of this Section 7.3 shall extend until the last payment of Base Salary is made pursuant to Section 6.3(A) (the period described in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights this sentence is referred to herein as a shareholder, or seeks to do any of the foregoing"Non-Competition Period").

Non-Competition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) During Executive agrees that during the term of his employment by with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 50% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and for a period of one year thereafter, the Employee that he will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected not act as an officer, director, employee, partnerconsultant, principalshareholder, agentlender, representative, consultant or otherwise with or use or permit his name to be used agent of any entity which is engaged in connection with, any business of the same nature as, or enterprise engaged in a geographic area competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of its affiliates is operating either his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment by under this Agreement, Executive agrees that for a period of six (6) months following the Company or on the Termination Datetermination of this Agreement for any reason, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or neither Executive nor any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination DateAffiliates, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notshall, directly or indirectly, during such one-year period (a) solicit for itself or divert business fromhimself or on behalf of any other corporation, person, firm, partnership, association, or attempt to convert any clientother entity (whether as an individual, account agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or customer in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company or any during the term of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates.; or (bii) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of assist or finance any class of securities of any corporation which is engaged person or entity in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee manner or in any way, either directly or indirectly, manages or exercises control way inconsistent with the intents and purposes of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingthis Agreement.

Non-Competition. (a) During his employment by the Company Employment Term and for a period of one year thereafterfollowing the date that the Executive's employment with CSS is terminated by either party, the Employee will not, unless acting with without the prior written consent of the Committee of the CSS Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which within any portion of North America and any other country where CSS may do business during the Company or any of its affiliates is operating either during his employment by Employment Term (collectively, the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico "Territory") (whether or not such business is physically located within those areasthe Territory) that is engaged in the creation, design, manufacture, distribution or sale of seasonal social expression products to mass market retailers or any other business in which CSS or its affiliates may be engaged during the Employment Term (the "Geographic AreaBusiness"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee Executive that the business of the Company and its affiliates Business and the EmployeeExecutive's connection therewith is or will be involved in activity throughout the Geographic AreaTerritory, and that more limited geographical limitations on this non-competition covenant (and the non-solicitation covenant set forth in Paragraph 5 hereof) are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Executive of less not more than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 19341933, provided that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by The Executive hereby agrees that, during the Company Term and for a period of one year thereaftertwelve (12) months following the termination of his employment under this 7 - 7 - Agreement, the Employee he will not, unless acting with the prior written consent of the Board, directly or indirectlyindirectly and in any way, (a) own, manage, operate, join, control, finance be employed by, participate in, or participate be connected in any manner with the ownership, management, operationoperation or control of any business engaging in the design, control development, manufacture, marketing or distribution of fixed wireless terminal products, (b) interfere with, solicit on behalf of another or attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) any project, financing ofor customer that the Company (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), or be connected as an officerany letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), directorand all extensions, employeerenewals and resolicitations of such contracts or arrangements, partner(ii) any contract, principalagreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, agentor (iii) any prospective business opportunity that the Company (or any affiliate or subsidiary of the Company) has identified, representativeor (c) for himself or another, consultant hire, attempt to hire, or otherwise with assist in or use facilitate in any way the hiring of any employee of the Company (or permit his name to be used in connection withany affiliate or subsidiary of the Company), or any business employee of any person, firm or enterprise engaged in a geographic area in other entity, the employees of which the Company (or any of its affiliates is operating either during his employment by the Company affiliate or on the Termination Date, as applicable, presently on the East Coast subsidiary of the United States Company) has agreed not to hire or at endeavor to hire. The effective time of the limitations imposed by this Section 13 shall be extended for the period of time equal to any port period of time during which the Executive acts in circumstances that court of competent jurisdiction finds to have violated the terms of this Section 13. Because of the Executive's knowledge of the Company's business, in the Gulf event of Mexico (whether the Executive's actual or not such business is physically located within those areas) (threatened breach of the "Geographic Area")provisions of this Section 13, in any business that is a customer of, competitive the 8 - 8 - Company shall be entitled to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout Executive hereby consents to, an injunction restraining the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do Executive from any of the foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Section 13 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 13 shall be deemed to be invalid or unenforceable by reason of the extent, duration of geographic scope thereof, then the Company shall have the right to reduce such extent, duration, geographic scope of other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby.

Non-Competition. As an inducement for Purchaser to enter into the Merger Agreement and as additional consideration for the consideration to be provided to Employee under the Merger Agreement, Employee agrees that: (a) During his employment by the Company and for For a period of one year thereafter, five (5) years after the Closing: (i) Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, engage or invest in, own, manage, operate, joinfinance, control, finance or participate in the ownership, management, operation, financing, or control or financing of, be retained by, associated with, lend credit to, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant render services or otherwise with or use or permit his name to be used in connection withadvice to, any business whose products or enterprise engaged activities materially compete with the services, products or activities of Purchaser or its Affiliates, in a geographic area any states in which the Company presently does, or presently intends to do business, or any of its affiliates is operating either during his employment by the Company states contiguous to such states; provided, however, that Employee may purchase or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico otherwise acquire up to (whether or but not such business is physically located within those areasmore than) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934. Employee agrees that this covenant is reasonable with respect to its duration, provided that such ownership represents a passive investment geographical area, and that neither the scope. (ii) Employee nor any group of persons including Employee in any way, either will not directly or indirectly, manages (A) induce or exercises control attempt to induce any employee of or consultant to Purchaser or its Affiliates to leave the employ of Purchaser or its Affiliates, (B) in any way interfere with any relationship between Purchaser or its Affiliates and any employee of Purchaser or its Affiliates, (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of Purchaser or its Affiliates, or (D) induce or attempt to induce any customer, supplier, licensee, or business relation of the Company to cease doing business with Purchaser or its Affiliates, or in anyway interfere with the relationship between any customer, supplier, licensee, or business relation of Purchaser or its Affiliates; (b) In the event of a breach by Employee of any covenant set forth in Subsection 4(a) of this Agreement, the term of such corporationcovenant will be extended by the period of the duration of such breach; and (c) Employee will not, guarantees at any time during or after the five (5) year period, knowingly disparage Purchaser or its Affiliates, or any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingRepresentatives.

Non-Competition. (a) During his employment by the Company Corporation and for a period of one year thereafter90 days after the employment of Employee by the Corporation or any of its affiliates has ended (whether or not such employment is pursuant to this Agreement), the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, : (i) anywhere in the world own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, render financial assistance to, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business competing business; (ii) contact or enterprise engaged in a geographic area in which attempt to persuade any agents or employees of the Company Corporation or any of its affiliates is operating either during his employment by to terminate their relationship with the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company Corporation or any of its affiliates, whether existing at nor do any act which may result in the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee impairment of the Employer relationship between the Corporation or of any of its affiliates. affiliates and its agents or employees; or (biii) The foregoing restriction shall not be construed in anyway, for his own account, or for the account of any person, firm, corporation or enterprise engaged in a competing business, directly or indirectly through others, sell to, solicit, contact, serve, or cater to prohibit any person, firm, corporation or other enterprise which is or was a customer of the ownership Corporation during his employment by the Corporation, regardless of the time when, or the person by or through whom, said customer became a customer of the Corporation; provided, however, that nothing in this Section 9 shall prohibit Employee from owning interests of less than one percent (1%) in companies with securities traded on a national securities exchange or quoted on the National Association of any class Securities Dealers, Inc. Automated Quotation System. (b) The parties acknowledge and agree that, for purposes of securities this Section 9, a “competing business”, on the date hereof is the development, marketing, support and sale of any corporation data processing software (which data processing software directly competes with Corporation’s data processing software) and telecommunication systems management, traditional paper billing, electronic billing, rating, printing and mailing services. (c) Employee acknowledges and agrees that the geographical area in which the Corporation conducts its business is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingworldwide.

Non-Competition. (a) During his employment by the Company and for For a period of one full year thereafterfrom the date of this Agreement, the Employee Feraro will not, unless acting with the prior written consent of the Board, directly or indirectly, whether as a shareholder, partner, member, proprietor, employee, associate, independent contractor, consultant, trustee, agent, representative or otherwise, and whether for or on behalf of himself or for or on behalf of any other person or entity: (i) In the counties of Hunterdon, ▇▇▇▇▇▇, ▇▇▇▇▇▇, Essex, Bergen, Hudson, Union, Middlesex, Somerset, Sussex and ▇▇▇▇▇▇, New Jersey engage or invest in, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, operation or control or financing of, be employed by or on behalf of, be associated or in any manner connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, or render services or advice to, any business, trade or occupation which (A) has a place of business in any of the aforementioned counties and offers products or enterprise engaged services in competition with any product or service offered by Unity, or (B) plans or intends to engage, or is investigating the feasibility of engaging in, any business, with a geographic area place of business in which any of the Company aforementioned counties, in competition with any product or service offered by Unity or any of its affiliates is operating either during his employment by the Company or on the Termination Datesubsidiary affiliate thereof; provided, as applicable, presently on the East Coast of the United States or at any port that Feraro may invest in the Gulf of Mexico up to (whether or but not such business is physically located within those areasmore than) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged an entity (but without otherwise participating in any the activities of the foregoing businesses having a class such entity) if such securities are registered under section 12 of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderamended, or seeks if such person is otherwise subject to do the reporting obligations of section 15(d) of the Securities Exchange Act of 1934, as amended; (ii) Without limiting the generality of Section 9(i), assist any other person residing in or having a place of business in any of the foregoingaforementioned counties, in any aspect of any business in competition with any product or service offered by Unity; (iii) Employ, solicit or otherwise seek to employ or engage as an employee, independent contractor, consultant, agent, sub-agent, or representative, whether full or part time, any person who had a place of business in or was employed in any of the counties listed in Paragraph 9(i) and is (or during the eighteen (18) month period prior to December 31, 2003 was) an employee, independent contractor, consultant, agent, sub-agent, distributor or representative of Unity or any subsidiary or affiliate thereof, or in any manner induce or attempt to induce any employee, associate, independent contractor, consultant, agent, sub-agent, distributor or representative of Unity to terminate such person’s employment or other relationship with Unity or any subsidiary or affiliate thereof.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross transportation revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment the Term and for a Twenty-four (24) month period following the date the engagement of Consultant by the Company and for a period or any of one year thereafterits affiliates has ended (whether or not such employment is pursuant to this Agreement), the Employee Consultant will not, unless acting pursuant hereto or with the prior written consent of the BoardBoard of Directors of the Company, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant principal or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged within any portion of the United States in a geographic area the internet auction business or in any other business in which the Company or any was engaged at the date of its affiliates is operating either during his termination of Consultant's employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in time for one year after termination of employment with the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicableCompany. It is recognized by the Employee Consultant that the business of the Company and its affiliates and the EmployeeConsultant's connection therewith is or will be involved in internet and auction activity throughout the Geographic AreaUnited States, and that more limited geographical limitations on this non-competition covenant and the non- solicitation covenant set forth in Section 6 hereof are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction restrictions shall not be construed to prohibit the ownership by the Employee Consultant or its Members of less not more than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934businesses, provided that such ownership represents a passive investment and that neither the Employee Consultant nor any group of persons including Employee Consultant and/or its Members in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his its rights as a shareholdersecurity owner, or seeks to do any of the foregoing. 321 Play, Inc. Consulting Agreement 4 (c) In the event that Consultant is terminated Without Cause by the Company pursuant to Section 8.4 and Consultant desires to be engaged by a company (the "Prospective Employer") in violation of the covenants set forth in Section 5(a) above, Consultant may request a waiver of Section 5(a) above and such waiver shall be granted by the Company unless the Prospective Employer is a Direct Competitor of the Company in the current geographic markets the Company is engaged.

Non-Competition. (a) During Executive acknowledges that in the course of his employment by with the Company he will become familiar with the trade secrets and other confidential information of the Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for a period of one year thereaftertwo years thereafter (the "Noncompete Period"), the Employee will not, unless acting with the prior written consent of the Board, he shall not directly or indirectly, indirectly own, manage, operate, join, control, finance or participate in the ownershipin, managementconsult with, operation, control or financing ofrender services for, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any manner engage in any business competing with the businesses of the Company or enterprise engaged in any of its subsidiaries (i) which relates to (A) the manufacturing or sale of climbing equipment or (B) aluminum extrusion or (ii) which is commenced by the Company or any of its subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a geographic material portion of the Company's overall future business within the United States and any other geographical area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the United States outstanding equity of any class of a corporation or at any port other entity which is publicly traded so long as Executive has no active participation in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of such corporation. (b) During the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic AreaNoncompete Period, and that more limited geographical limitations on this non-competition covenant are therefore Executive shall not appropriate. The Employee also shall not, directly or indirectly, during such one-year period indirectly through another entity (ai) solicit or divert business from, induce or attempt to convert induce any client, account or customer employee of the Company or any of its affiliatessubsidiaries to leave the employ of such person, whether existing or in any way interfere with the employee relationship between the Company or any of its subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any subsidiary of the Company at any time during the date hereof Employment Period (other than individuals who have not been employed by the Company or acquired during Employee's any subsidiary of the Company for a period of at least one year prior to employment nor by Executive directly or indirectly through another entity), or (biii) following Employee's employment, solicit induce or attempt to hire induce any then employee of customer, supplier, licensee or other person having a business relationship with the Employer Company or of any of its affiliates. subsidiaries (bA) The foregoing restriction shall not be construed which relates to prohibit (x) the ownership manufacturing or sale of climbing equipment or (y) aluminum extrusion or (B) which is commenced by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a shareholdermaterial portion of the Company's overall future business to cease doing business with the Company or such subsidiaries, or seeks to do interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any of the foregoingits subsidiaries.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise in competition with Maritrans Inc., the Company or any of its Affiliates and engaged in a geographic area in which Maritrans Inc., the Company or any of its affiliates Affiliates is operating either (i) on the date of reference, during his employment by the Company or (ii) following his Termination Date, on the Termination Date, as applicable, . The Employee recognizes that the Company presently operates on the East Coast of the United States or and at any port all ports in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "“Geographic Area"”), in . “Competition” includes any business that is a customer of, competitive to, or in a business segment from which Maritrans Inc., the Company or any of its affiliates Affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of Maritrans Inc., the Company and its affiliates Affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of Maritrans Inc., the Company or any of its affiliatesAffiliates, whether existing at the date hereof or acquired during Employee's ’s employment nor (b) following Employee's ’s employment, solicit solicit, hire or attempt to hire any then employee of the Employer Maritrans Inc or of any of its affiliatestheir Affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment At all times while the Executive is employed by the Company and for a one (1) year period after the termination of one year thereafterthe Executive's employment with the Company for any reason, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, during engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company located within a fifty (50) mile radius of Company's current place of business or any subsequent location Company may conduct business from where the Company markets and sells its products or its services (for this purpose, any business that engages in the retail or wholesale automotive parts and accessories business shall be deemed to be in competition with the Company); provided that such one-year period (a) solicit or divert business from, or attempt provision shall not apply to convert any client, account or customer the Executive's ownership of Common Stock of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership acquisition by the Employee of less than one percent (1%) of any class Executive, solely as an investment, of securities of any corporation which issuer that is engaged in any registered under Section 12(b) or 12(g) of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. During the term of Executive's employment relationship with Company, the geographical limitation of a fifty (50) mile radius contained above shall not be applicable, and Executive shall be prohibited from such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any and/or activity regardless of the foregoinggeographical location of such other business.

Non-Competition. (a) During his employment In consideration of the Investor entering into the transactions contemplated by the Company Preferred Shares Purchase Agreement and for performing its obligations thereunder, each Shareholder (each a “Covenanter”) severally but not jointly hereby agrees that: (i) During the period from the Service Termination Date to and including the second anniversary of one year thereafterthe Service Termination Date (the “Non-compete Period”), the Employee will each Covenanter shall not, unless acting with the prior written consent and shall procure that each of the Boardhis or her Affiliates do not, directly or indirectly, ownown any interest in, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected (whether as an owner, operator, manager, consultant, officer, director, employee, partner, principalinvestor, agent, representativerepresentative or otherwise), consultant consult with, render services (including through outsourcing, or as an intermediary or agent or otherwise) for or otherwise with engage in or use or permit his name provide assistance to be used any Competing Business in connection withthe PRC, Hong Kong and any business or enterprise engaged in a geographic area other country in which the Company or any its Subsidiaries engage in business; provided, however, nothing in this Section 4 shall prohibit such Covenanter from being passive owners of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities the outstanding shares of any corporation which is engaged publicly traded, so long as such Covenanter has no active participation in the business of such corporation. (ii) During the Non-compete Period, such Covenanter shall not, directly or indirectly through another entity, (A) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any of its employees, (B) hire any person who was an employee of the Company or any of its Subsidiaries within one hundred and eighty (180) days prior to the time such employee is hired by such covenanter or such entity, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, lessor or other business relation of the Company or any of its Subsidiaries to cease or refrain from doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative statements or communications about the Company or any of its Subsidiaries) or (D) directly or indirectly acquire or attempt to acquire an interest in any Competing Business or any business with which the Company or any of its Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any of its Subsidiaries (regardless of whether such business is a Competing Business); provided that none of the foregoing businesses having a class shall apply with respect to or limit any Covenanter in the performance of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly his or indirectly, manages her duties as an executive or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any employee of the foregoingCompany or any Subsidiary thereof.

Non-Competition. (a) During his employment The Executive agrees that he shall not, so long as he shall be employed by the Company and for a period of one year thereafterCorporation in any capacity (whether pursuant to this Agreement or otherwise), without the Employee will not, unless acting with the prior express written consent of the BoardCorporation, directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, operation or control or financing ofbe employed by or connected in any manner with any business, firm or corporation which is engaged in any business activity competitive with the Business of the Corporation or any subsidiary, affiliate or division of the Corporation (as defined in Section 10(e) below). (b) The Executive agrees that for a period of twenty four (24) months commencing on the effective date of the termination of his employment, whether such termination is pursuant to the terms of this Agreement or otherwise, he shall not, without the express written consent of the Corporation, directly or indirectly, own, manage, operate, control, or participate in the ownership, management, operation or control, or be connected as an officeremployed by any business, director, employee, partner, principal, agent, representative, consultant firm or otherwise with or use or permit his name to be used in connection with, any business or enterprise corporation which is engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, activity competitive to, a business from which with the Company Business of the Corporation or any subsidiary, affiliate, or division of its affiliates derive at least five percent the Corporation (as defined in Section 10(e) below). (c) During the term of its respective gross revenues either during his employment by the Company or this Agreement and for twenty four (24) months commencing on the Termination Date, as applicable. It is recognized by the Employee that the business effective date of the Company and its affiliates and termination of his employment, whether such termination is pursuant to the Employee's connection therewith is term of this Agreement or will be involved in activity throughout otherwise, the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, solicit, divert or take away in whole or in part any customers or prospective customers of the Corporation who were solicited or serviced directly or indirectly by Executive or by anyone directly or indirectly under Executive's supervision or with whom Executive had any business relationship within the two (2) year period prior to the termination of Executive's employment. The Executive also agrees that during such one-year period (a) period, he will not directly or indirectly attempt to recruit or solicit or divert business fromaid in the recruitment or solicitation of any person who at the time of such recruitment or solicitation (or within the six month period prior thereto) is or was an employee, independent contractor or attempt to convert any client, account or customer consultant of the Company Corporation to terminate his or her employment or relationship with the Corporation for the purpose of working for the Executive, any competitor of the Corporation or any of its affiliatesother entity; nor shall Executive employ any such employee, whether existing at the date hereof independent contractor or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesconsultant. (bd) The foregoing restriction Anything to the contrary herein notwithstanding, the provisions of this section shall not be construed to prohibit deemed violated by the purchase and/or ownership by the Employee Executive of less than one percent (1%) shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) the lesser of (i) 1% or less of the outstanding shares of any such class of equity securities of any corporation which is engaged issuer whose securities are listed on a national securities exchange or traded on NASDAQ, the National Quotation Bureau Incorporated or any similar organization or (ii) securities having a market value of less than $100,000 at the time of purchase; provided, however, that the Executive shall not be otherwise connected with or active in any the business of the foregoing businesses having a class issuers described in this subsection 10(d). (e) "Business of securities registered the Corporation" shall mean any business in which the Corporation and its subsidiaries, affiliates and divisions are actively engaged, or are actively or demonstrably planning to engage in, during the period of the Executive's employment (whether pursuant to this Agreement or otherwise) and at the Securities Exchange Act time of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingtermination thereof.

Non-Competition. (a) During his employment by Each Seller covenants and agrees that on and after the Company Closing Date, and for a period of one year thereafter, until the Employee will not, unless acting with the prior written consent twenty-four (24)-month anniversary of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) Closing Date (the "Geographic AreaRestricted Period"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Areasuch Seller shall not, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall cause their respective Affiliates to not, directly or indirectly, during such one-year period individually or for or with any Person (awhether as a consultant, employee, equity or debt holder, officer, director, or otherwise), develop, operate, lease, license, construct, manage, market, or acquire any interest in, any wireless or broadcast communications tower or site within two (2) solicit or divert business frommiles of any Tower Asset (other than the communications tower sites owned by Affiliates and identified in Section 5.12 of the Disclosure Schedule). During the Restricted Period, no Seller nor their respective Affiliates shall (i) solicit, employ, retain as a consultant, interfere with or attempt to convert entice away from Purchaser, any clientindividual who is, account has agreed to be or customer within twelve (12) months of such solicitation, employment, retention, interference or enticement has been, employed or retained by Purchaser, its Affiliates or any successor to any of the foregoing or (ii) engage or participate in any effort or act to induce any customers, suppliers, Associates or independent contractors of Purchaser, its Affiliates or any successor to any of the foregoing to cease doing business or their association or employment with Purchaser, its Affiliates or any successor to the foregoing. The Restricted Period shall be tolled with respect to Sellers and their respective Affiliates during any period of violation of this covenant not to compete by any of them and during any other period required for litigation during which Purchaser seeks to enforce this covenant against any of Sellers or any of their Affiliates. In the event that any of the covenants contained in this Section 5.12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. Each Seller acknowledges that both the twenty-four (24)-month length of time and the geographic scope set forth in this Section 5.12 are considered by it to be reasonable given the nature of the business of the Business and are necessary to the protection of the Business. The restrictive covenants contained in this Section 5.12 are each covenants independent of any other provision of this Agreement, and the existence of any Claim which any of Sellers may allege against any other party to this Agreement, whether based on this Agreement or otherwise, shall not prevent the enforcement of these covenants. Each Seller acknowledges that Purchaser is purchasing the goodwill of the Company or and the Business and the covenants contained in this Section 5.12 are essential to the protection of Purchaser's investment in the Company and the Business and that Purchaser would not purchase the Business but for these covenants. Each Seller agrees that a breach by any of its affiliates, whether existing Sellers of this Section 5.12 shall cause irreparable harm to Purchaser and the Business and that Purchaser's remedies at the date hereof Law for any breach or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee threat of breach of the Employer provisions of this Section 5.12 shall be inadequate, and that Purchaser shall be entitled to an injunction or injunctions to prevent breaches of this Section 5.12 and to enforce specifically the terms and provisions hereof, in addition to any of its affiliatesother remedy to which Purchaser may be entitled at Law. (b) The foregoing restriction Each Seller covenants and agrees that during the Restricted Period, such Seller shall not be construed not, and shall cause its Affiliates to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934not, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages individually or exercises control of for or with any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights Person (whether as a shareholderconsultant, employee, equity or debt holder, officer, director, or seeks otherwise), option, purchase, contract to do purchase or otherwise solicit to purchase, any of Land which is subject to a Ground Lease or any appurtenant easement rights created under a Ground Lease. In the foregoingevent any Seller is offered the right to purchase any Land during the Restricted Period, such Seller shall submit the offer to Purchaser so that Purchaser shall have the right to acquire the subject Land at the same price and on the same terms and conditions as offered to such Seller.

Non-Competition. (a) During his employment At all times while the Executive is employed by the Company and for a six (6) month period after the termination of one year thereafterthe Executive's employment with the Company for any reason, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, during engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company located within a fifty (50) mile radius of Company's current place of business or any subsequent location Company may conduct business from where the Company markets and sells its products or its services (for this purpose, any business that engages in the retail or wholesale automotive parts and accessories business shall be deemed to be in competition with the Company); provided that such one-year period (a) solicit or divert business from, or attempt provision shall not apply to convert any client, account or customer the Executive's ownership of Common Stock of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership acquisition by the Employee of less than one percent (1%) of any class Executive, solely as an investment, of securities of any corporation which issuer that is engaged in any registered under Section 12(b) or 12(g) of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. During the term of Executive's employment relationship with Company, the geographical limitation of a fifty (50) mile radius contained above shall not be applicable, and Executive shall be prohibited from such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any and/or activity regardless of the foregoinggeographical location of such other business.

Non-Competition. (a) During his employment The Company and the executive agree that the services rendered by the Company Executive hereunder are unique and irreplaceable. The Executive hereby agrees that, during the Term of Employment and for a period of one (1) year thereafter, the Employee will notExecutive shall not (a) in the United States or in those foreign countries where the Company during the Term of Employment conducts business or proposes to conduct business or initiate activities, unless acting with the prior written consent of the Boardengage or participate in, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected indirectly (whether as an officer, director, employee, partner, principalconsultant, agentholder of an equity or debt investment, representativelender or in any other manner or capacity), consultant or otherwise with or use or permit lend his name to be used in connection with(or any part or variant thereof) to, any business which is, or enterprise engaged in as a geographic area result of the Executive's engagement or participation would become, competitive with any aspect of the business of the Company, such business being the development and commercialization of microfluid-based systems for drug discovery research and such other specific technologies in which the Company or any has, during the Term of its affiliates is operating either during his employment by the Company or on the Termination DateEmployment, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico initiated significant plans to develop products; (whether or not such business is physically located within those areasb) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notdeal, directly or indirectly, in a competitive manner with any customers doing business with the Company during such one-year period the Term of Employment (aexcept in connection with the performance of the duties and obligations of the Executive during the Term of Employment); (c) solicit any officer, director, employee or divert agent of the Company to become an officer, director, employee or agent of the Executive, his respective affiliates or anyone else; or (d) engage in or participate in, directly or indirectly, any business from, conducted under any name that shall be the same as or attempt similar to convert any client, account or customer the name of the Company or any of its affiliatestrade name used by it. Ownership, whether existing at in the date hereof or acquired during Employee's employment nor (b) following Employee's employmentaggregate, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) % of any class the outstanding shares of securities capital stock of any corporation which is engaged with one or more classes of its capital stock listed on a national securities exchange or publicly held in any the over-the-counter market shall not constitute a violation of the foregoing businesses having a class of securities registered pursuant provision. "Proposes to the Securities Exchange Act of 1934, provided conduct business" as used above in this Section 10 means that such ownership represents a passive investment and that neither proposed area was the Employee nor any group subject of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of significant plans at the foregoingCompany.

Non-Competition. (a) During his employment by the period during which Executive is employed hereunder and, at the Company's option and subject to the Company continuing to pay (except as provided in subparagraph (c) below) the Executive all salary and for a period of benefits (but not stock options) paid to him in the year preceding his termination or expiration hereof, during the one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly period following such termination or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) expiration (the "Geographic AreaNon-Competition Period"), in ): (i) the Executive will not make any business that is a customer of, competitive to, a business from which the Company statement or perform any act intended to advance an interest of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company any existing or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer prospective competitor of the Company or any of its affiliatesAffiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential customers or clients, whether existing at or solicit or encourage any other executive of the date hereof Company or acquired during Employeeany of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of the Company or any of its Affiliate's employment nor interests or in violation of any provision of this Agreement; (bii) following Employee's employmentthe Executive will not solicit, solicit divert or take away, or attempt to hire divert or to take away, the business or patronage of any then of the clients, customers, dealers, distributors, representatives or accounts, or prospective clients, customers, dealers, distributors, representatives or accounts, of the Company or its Affiliates which were contacted, solicited or served by employees of the Company while the Executive was employed by the Company; (iii) the Executive will not directly or indirectly (as a director, stockholder, officer, executive, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with (i) any business or organization which engages in competition with the Company or any of its Affiliates in the United States or any other geographical area where any business is presently carried on by the Company or any of its Affiliates, or (ii) any business or organization which engages in competition with the Company or any of its Affiliates in any geographical area where any business shall be hereafter, during the period of the Executive's employment by the Company, carried on by the Company or any of its Affiliates, if such business is being carried on by the Company or any of its Affiliates in such geographical area during the Non-Competition Period; and (iv) the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Employer Company or of any of its affiliatesAffiliates; and provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Executive's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company. (bi) The foregoing restriction shall not be construed to prohibit Executive further agrees that the ownership limitations set forth in this Section 8 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Employee Executive in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of less than one percent this Agreement. (1%ii) The Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of any class the provisions of securities of any corporation which is engaged in this Section 8 would be inadequate and, therefore, agrees that the Company and any of the foregoing businesses having a class of securities registered pursuant its Affiliates shall be entitled to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment injunctive relief in addition to any other available rights and that neither the Employee nor any group of persons including Employee remedies in any way, either directly or indirectly, manages or exercises control cases of any such corporationbreach or threatened breach; provided, guarantees however, that nothing contained herein shall be construed as prohibiting the Company or any of its financial obligationsAffiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (i) in the event the Executive is terminated during the Employment Term without "Cause," the Company will pay to the Executive his then current salary and benefits during the one year following such termination in order to enforce the non-compete agreement; (ii) in the event the Executive is terminated for "Cause," he will be bound by the non-competition agreement, otherwise takes but will not be paid any part in its business, other than exercising amounts with respect to the one-year period after the termination of his rights as a shareholder, or seeks to do any employment; (iii) if the Executive leaves voluntarily before the end of the foregoingEmployment Term, but is not terminated by the Company, the Company will not pay the Executive any amounts, but the Executive will still be bound by the non-competition agreement for the one-year period after his departure; (iv) if the Executive finishes his initial Employment Term, he will be paid for his non-compete for the one-year period after the expiration of the initial term; and (v) if this agreement is renewed for subsequent terms, the above terms shall apply as if each renewal term was the original Employment Term.

Non-Competition. (a) During his employment by the Company term of this Agreement and for a period of one year twelve (12) months thereafter, the Employee will not, unless acting with the prior written consent of the Board, shall not (i) engage directly or indirectly, owneither individually or as owner, managepartner, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, directoragent, employee, partner, principal, agent, representative, consultant or otherwise with otherwise, except for the account of and on behalf of Employer or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area")affiliates, in any business that is a customer of, competitive to, a business from which the Company or activity in competition in any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that material respect with the business of the Company and Employer ("Employer's Business") or its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business fromaffiliates, or attempt to convert in competition in any client, account material respect with Employer's Business or customer of the Company or any that of its affiliates, whether existing solicit or otherwise attempt to establish any business relationships with any persons, firm or corporation which was, at any time during the date hereof term of this Agreement, a customer or acquired during supplier of Employer, wherever located, or (ii) disclose any confidential information of Employer or its affiliates which is now known to Employee or which hereafter may become known to Employee as a result of Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the association with Employer or use the same in any way other than in connection with the business of any of Employer or its affiliates. Employee acknowledges that Powe▇▇ ▇▇▇ve Corp., Rego ▇▇▇ve, Bestabell Company, Circle Seal (Watt▇) ▇▇d Cryolab are among Employer's direct primary competitors. (b) The foregoing restriction shall not Employee recognizes that these restrictions on competition are reasonable because of Employer's investment and goodwill in its customer lists and other proprietary information and its continued efforts and investment in expanding the scope of its businesses and trading area and Employee's knowledge of Employer's Business and business plan. However, if any period of time, geographical area or other terms should be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged judged unreasonable in any judicial proceeding, then the period of time, geographical area or other terms shall be reduced to such extent as may be deemed required so as to be reasonable and enforceable. (c) For the foregoing businesses having a class purposes of securities registered pursuant to this Agreement, Employer's Business includes manufacturing and distributing cryogenic valves and importing and distributing plumbing supplies. Employer's Business includes all component parts, processes and related customer services whether designed, manufactured or provided by Employer or obtained from outside sources, and further includes any related product or business added during the Securities Exchange Act term of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingthis Agreement.

Non-Competition. (a) During his By and in consideration of the Company’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company, the Executive agrees that the Executive shall not, during the Executive’s employment by with the Company and for a the period following the Date of one year thereafter, Termination through the Employee will not, unless acting with the prior written consent end of the BoardTerm (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, finance be employed by, or participate in the ownership, management, operation, operation or control or financing of, or be connected in any manner with, including, without limitation, holding any position as an a stockholder, director, officer, directorconsultant, independent contractor, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection withinvestor in, any business or enterprise engaged Restricted Enterprise (as defined below); provided, however, that in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also no event shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Executive of less than one five percent (15%) or less of the outstanding securities of any class of any issuer whose securities of any corporation which is engaged in any of the foregoing businesses having a class of securities are registered pursuant to under the Securities Exchange Act of 1934, provided as amended, standing alone, be prohibited by this Section 6(b), so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any Person that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayis engaged, either directly or indirectly, manages in (or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderproposes to engage in, or seeks has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry and any other businesses the Company engages in or is preparing to do any become engaged in, at the time of the foregoingExecutive’s termination; provided however, that Executive and the Company agree that the Persons set out on Exhibit B or for any direct or indirect affiliate of such Person will be considered Restricted Enterprises; provided further, however, such list shall not preclude the Company from claiming that a Person not on such list is a Restricted Enterprise. During the period following the Date of Termination through the end of the Term, upon the request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

Non-Competition. (a) During his the Executive's employment by with the Company Company, and for a period of one year thereafter, the Employee will notExecutive agrees that, unless acting with without the prior written consent of the BoardCompany, directly or indirectly, own, manage, operate, join, control, finance or participate in (a) the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee, or in any other capacity, carry on or engage in, or advise or have any financial interest in any company that carries on or engages in, business in North America which is in competition, with the Business of the Company or its subsidiaries (as defined below); (b) the Executive shall not, on his own behalf or on behalf of any person, firm or company, directly or indirectly, solicit for employment any person that has been employed by the Company or any of its subsidiaries at any time during such one-the one (1) year period immediately preceding such solicitation, provided, however, that this provision does not apply to (ai) any employee hired by the Company during the 90-day period following the Effective Date and who was first presented to the Company by the Executive, and (ii) the Executive's personal administrative assistant and/or secretary; and (c) the Executive shall not, on his own behalf or on behalf of any competitor in the Business, solicit or divert the business from, of any person or attempt to convert any client, account entity which was a customer (or customer a prospective customer) of the Company or any of its affiliates, whether existing subsidiaries at any time during the date hereof or acquired during EmployeeExecutive's employment nor (b) following Employee's employment, solicit with the Company or attempt to hire any then employee as of the Employer Executive's Date of Termination. The "Business" of the Company or its subsidiaries shall mean the development, manufacture and marketing of oxygen therapeutics for intravenous use in humans or animals. Anything in this Section 9 to the contrary notwithstanding, the Executive may invest in stock, bonds, or other securities of any business in competition with the Business of its affiliates. the Company (bbut without otherwise participating in such competition with the Company) The foregoing restriction shall if his investment does not be construed to prohibit exceed, in the ownership by the Employee of less than one percent (1%) case of any class of securities the capital stock of any corporation which is engaged in any one issuer, three percent (3%) of the foregoing businesses having a class issued and outstanding shares, or, in the case of securities registered pursuant to other securities, three percent (3%) of the Securities Exchange Act aggregate principal amount thereof issued and outstanding. Under no circumstance shall the Executive's membership on the board of 1934, provided that directors of MedQuest or on such ownership represents a passive investment and that neither the Employee nor any group other boards of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderdirectors on which he may serve without violating this Agreement, or seeks what he reasonably believes is the exercise of his fiduciary duties in such capacities, be deemed to do any of the foregoingviolate this Agreement.

Non-Competition. (a) During his employment In view of the unique and valuable services it is expected Employee will render to the Company, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Company under this Agreement or otherwise, Participate In (as defined below) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the business or profession of the Company or any of the Companies, and (ii) for a period of one year thereafterafter he ceases to be employed by the Company under this Agreement as a result of Employee's voluntary action (not including an election pursuant to subsection 11(a)(3) or any termination by the Company of this Agreement without cause), the Employee or pursuant to subsection 11(a)(1) hereof, he will not, unless acting not compete with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate be engaged in the ownership, management, operation, control same business as or financing of, Participate In any other business or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise organization which during such one year period competes with or use or permit his name to be used in connection with, any business or enterprise is engaged in a geographic area in which the same business as the Company or any of its affiliates is operating either during his employment by the Company Companies with respect to any product or on service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the Termination Date, as applicable, presently on time of such cessation except that (i) in each case the East Coast provisions of this Section 7 will not be deemed breached merely because Employee owns not more than 2% of the United States outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on Nasdaq, or at any port is regularly traded in the Gulf over-the-counter market by a member of Mexico a national securities exchange or (whether or not such business ii) Employee is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout some capacity with the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of New York Islanders professional hockey franchise in the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934National Hockey League, provided that such ownership represents a passive investment and that neither involvement will not materially interfere with the Employee nor any group Employee's fulfillment of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights responsibilities as a shareholder, or seeks to do any Executive Vice President of the foregoingCompany.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which by the Company or any of its affiliates is operating Affiliates, either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) geographic area comprising the Company's franchised service territory (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates Affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore would not be appropriate. The Employee also shall not, directly or indirectly, during such one-one year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesAffiliates existing on the Termination Date to another supplier, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer Company or of any of its affiliatesAffiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayEmployee, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. In view of the unique and valuable services it is expected Employee will render to the Company, Employee's knowledge of the customers, trade secrets and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the Company which it is expected that Employee will obtain, and in consideration of the compensation to be received hereunder, Employee agrees that, (a) During his employment during the period he is employed by the Company and for under this Agreement or otherwise, he will not Participate In (as hereinafter defined in this Section 6) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a period nature similar to the business of one year thereafterthe Company, the Employee will not, unless acting with without obtaining the prior written consent of the BoardChief Executive Officer, and (b) until the first anniversary of the date of the termination of Employee's employment under this Agreement or otherwise, he will not Participate In any business which is engaged, directly or indirectly, in the same business as the Company with respect to any specific product or specific service sold or activity in which the Company engages up to the time of termination of employment in any geographical area in which at the time of termination such product or service is sold or activity is engaged in by the Company. For purposes of this Section 6 the term "Participate In" shall mean: "directly or indirectly, for his own benefit or for, with or through any other person, firm or corporation, own, manage, operate, join, control, finance loan money to or participate in the ownership, management, operation, operation or control or financing of, or be connected as an a director, officer, director, employee, partner, principalconsultant, agent, representative, consultant independent contractor or otherwise with with, or acquiesce in the use or permit of his name to be used in connection in." Employee further agrees that, during the period he is employed by the Company under this Agreement or otherwise and until the first anniversary of the date of the termination of Employee's employment under this Agreement or otherwise, he will not directly or indirectly reveal the name of, solicit or interfere with, any business or enterprise engaged in a geographic area in which endeavor to entice away from the Company or Company, any of its affiliates is operating either during his employment by the Company suppliers, customers or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesemployees. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his her employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his her name to be used in connection with, any business or enterprise in competition with Maritrans Inc., the Company or any of its Affiliates and engaged in a geographic area in which Maritrans Inc., the Company or any of its affiliates Affiliates is operating either (i) on the date of reference, during his her employment by the Company or (ii) following her Termination Date, on the Termination Date, as applicable, . The Employee recognizes that the Company presently operates on the East Coast of the United States or and at any port all ports in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "“Geographic Area"”), in . “Competition” includes any business that is a customer of, competitive to, or in a business segment from which Maritrans Inc., the Company or any of its affiliates Affiliates derive at least five percent of its respective gross revenues either during his her employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of Maritrans Inc., the Company and its affiliates Affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of Maritrans Inc., the Company or any of its affiliatesAffiliates, whether existing at the date hereof or acquired during Employee's ’s employment nor (b) following Employee's ’s employment, solicit solicit, hire or attempt to hire any then employee of the Employer Maritrans Inc. or of any of its affiliatestheir Affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. For a period commencing on the date hereof and ending on the third (3rd) anniversary of the-date upon which the Executive's employment with the Company is terminated, but in no event for less than five (5) years from the date of this Agreement, the Executive shall not do any of the following: (a) During his employment by the Company and for invest (other than as a period passive investor in securities of one year thereaftera publicly-traded entity whose holding therein does not exceed 5% of all such securities outstanding), the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate engage in the ownership, management, operation, control or financing of, or be connected associated with as an a director, officer, directoragent, employee, partner, principalconsultant, agentaffiliate or otherwise, representative, consultant the ownership or otherwise with operation of any enterprise that is engaged in or use or permit his name to be used will shortly engage in connection with, any business activity (manufacturing, developing, selling or enterprise distributing flexible power transmission shafting or any other material business engaged in a geographic area in which by the Company or any of its affiliates is operating either during his employment by subsidiaries at the Company or on the Termination Date, as applicable, presently on the East Coast time of the United States Executive's termination) which would directly compete with any of the Company's product lines or customer base at any port in the Gulf time of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area")termination, in any geographic area where the business that of the Company is a customer ofoperating or its products are being sold at the time of the Executive's termination; (b) employ, competitive to, a business solicit for employment or endeavor in any way to entice away from which employment by the Company or any of its affiliates derive affiliates, any person who is (at least five percent the time of its respective gross revenues either during his employment the Executive's termination) employed by the Company or on the Termination Date, as applicable. It any of its affiliates; (c) engage or solicit for engagement in any enterprise that is recognized by the Employee that engaged in the business of manufacturing, developing, selling or distributing flexible power transmission shafting which directly competes with the Company and its affiliates and at the Employeetime of the Executive's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business fromtermination, or attempt endeavor in any way to convert any client, account or customer entice away from the engagement of the Company or any of its affiliates, whether existing at the date hereof any customer, client, vendor or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee supplier of the Employer Company or of any of its affiliates. ; provided, however, that (bi) The foregoing restriction if the prohibition contained in this Article II is more restrictive than permitted by the applicable law in the jurisdiction in which enforcement is sought, such prohibition shall be limited to the extent limited by law; and (ii) the prohibition contained in this Article II shall not be construed to prohibit apply in the ownership by event that the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged Company shall default in any of the foregoing businesses having a class of securities registered pursuant payment obligation to the Securities Exchange Act of 1934, provided that such ownership represents Executive under this Agreement after a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks reasonable time to do any of the foregoingcure.

Non-Competition. (a) During his employment by the Company Term and for a during the twelve-month period of one year thereafter, follow­ing the Employee will not, unless acting with the prior written consent termination of the Board, Executive’s employment hereunder for any reason whatsoever: (i) the Executive will not directly or indirectlyindirectly (as a director, ownofficer, manageemployee, operatemanager, joinconsultant, controlindepen­dent contractor, finance advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, (i) any business or enterprise engaged organization which engages in a geographic area in which competition with the Company or any of its affiliates in any geographical area where any business is operating either during his employment presently carried on by the Company or on the Termination Dateany of its affiliates, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areasii) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from or organization which engages in competition with the Company or any of its affiliates derive at least five percent in any geographical area where any business shall be hereafter, during the period of its respective gross revenues either during his the Executive’s employment by the Company, carried on by the Company or any of its affiliates, if such business is then being carried on the Termination Date, as applicable. It is recognized by the Employee Company or any of its affiliates in such geographical area; (ii) the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that the business they employ or solicit for employment, any employee of the Company and or any of its affiliates; and (iii) the Executive will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcon­tractor or other person or firm which rendered manufacturing or other services, or sold any products, to the Company or any of its affiliates and if such action by him would have a material adverse effect on the Employee's connection therewith is business, assets or will financial condition of the Company or any of its affiliates. For purposes of this Section 6(b), a person or entity (including, without limitation, the Executive) shall be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt deemed to convert any client, account or customer be a competitor of the Company or any of its affiliates, whether existing at or a person or entity (including, without limitation, the date hereof Executive) shall be deemed to be engaging in competition with the Company or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. , only if such person or entity in any way conducts, operates, carries out or engages in (bi) The foregoing restriction shall not be construed to prohibit the ownership design, creation, manufacture, assembly, integration, installation, service, or maintenance of document imaging, payments processing, workflow or archiving systems, software, components or supplies, (ii) on-site computer or network equipment repair and maintenance services (or any other services which compete with the business of the Company’s Computer and Network Services division or any successor thereto), or (iii) such other business or businesses as the Company may conduct during the Term in such geographical area or areas as such business or businesses are conducted by the Employee Company. In connection with the foregoing provisions of less than this Section 6(b), the Executive represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Executive further agrees that the limitations set forth in this Section 6(b) (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Executive in this Section 6(b) shall survive the termination of the Term and the expiration or termination of this Agreement. For purposes of this Section 6(b), proprietary interest in a business is ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of such business. The Executive shall be deemed to acquire a proprietary interest in a business or to be made an officer or director of such business if Executive shall have entered into a definitive agreement or letter of intent with respect thereto. The Executive acknowledges and agrees that a remedy at law for any class breach or threatened breach of securities the provisions of any corporation which is engaged in this Section 6(b) would be inadequate and, therefore, agrees that the Company and any of the foregoing businesses having a class of securities registered pursuant its affiliates shall be entitled to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment injunctive relief in addition to any other available rights and that neither the Employee nor any group of persons including Employee remedies in any way, either directly or indirectly, manages or exercises control cases of any such corporationbreach or threatened breach; provided, guarantees however, that nothing contained herein shall be construed as prohibiting the Company or any of its financial obligations, otherwise takes affiliates from pursuing any part in its business, other than exercising his rights as a shareholder, and remedies available for any such breach or seeks to do any of the foregoingthreatened breach.

Non-Competition. (a) During The Executive acknowledges and recognizes that the highly competitive nature of the Company's business and that the goodwill and patronage of the Company's customers constitute a substantial asset of the Company, having been acquired through considerable time, effort and money. Accordingly, the Executive agrees that during his employment by with the Company and for a period of one year thereafteruntil 2 years after Executive leaves the Company's employ for any reason, the Employee will he shall not, unless acting with without the prior written consent of the BoardCompany, directly or indirectly, own, manage, operate, join, control, finance either individually or participate in the ownership, management, operation, control or financing of, or be connected as an officeremployee, director, employeeagent, partner, principalshareholder, agentconsultant, representativeoption holder, consultant lender of money, guarantor or otherwise with in any other capacity, participate in, engage in or use have a financial interest or permit his name management position or other interest in any business, firm, company or other entity that operates walk-in convenience stores, nor will he solicit any other person to be used engage in connection withany of the foregoing activities, any business or enterprise engaged in a geographic area each case within the Metropolitan Statistical Areas ("MSAs") in which the Company has (or has pending plans to open or acquire within 6 months of the date of termination) active operations generating at least $1,000,000 a year in annual revenues as of the termination of employment hereunder. Participation in the management of FSG or any business operation other than in connection with the management of its affiliates is operating either during his employment a business operation which operates walk-in convenience stores shall not be deemed to be a breach of this Section 10(a). The foregoing provisions of this Section 10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 5% or less of any class of capital stock of a Company which is regularly traded on a national securities exchange or over-the-counter on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesNASDAQ System. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in If any of the foregoing businesses having covenants contained in this Section 10 or any part thereof, is held by a class court of securities registered pursuant competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoinggreatest extent permissible by applicable law.

Non-Competition. Executive agrees that no Competition Event (aas defined below) During his shall occur prior to the date on which Executive ceases to receive payments and benefits pursuant to this Agreement. For purposes of this Agreement, a “Competition Event” shall occur if Executive directly or indirectly (i) engages in any imaging, radiation therapy or any other business that becomes material to the Company's business during Executive's employment by the Company and for a period of one year thereafter, (the Employee will not, unless acting “Company Business”) within the United States that is the same or substantially similar to or competitive with any service provided by the prior written consent of the Board, directly Company; (ii) competes or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected participates as an agent, employee, officer, director, employeeconsultant, partneradvisor, principal, agent, representative, consultant representative or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area business which has any operations engaged in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of Business within the United States that is the same or at substantially similar to or competitive with any port in service provided by the Gulf of Mexico Company; or (whether iii) competes or not such business is physically located within those areas) (the "Geographic Area")participates as a stockholder, partner or joint venturer, or has any direct or indirect financial interest, in any business enterprise which has any material operations engaged in the Company Business within the United States that is the same or substantially similar to or competitive with any service provided by the Company. The foregoing notwithstanding, the parties agree that neither (i) Executive's passive ownership of up to five percent (5%) interest in any publicly traded or private entity; nor (ii) Executive's employment by or material association with a customer of, competitive to, separately managed and operated division or affiliate of a business from which whose services compete with the Company Business shall be considered a Competition Event hereunder. Should a Competition Event occur before or any during the Salary Continuation Period, as defined in Section 1, above, the Company's obligations under Sections 1 and 2 shall cease as of its affiliates derive at least five percent the date of its respective gross revenues either during his employment by the Competition Event. Notwithstanding the foregoing, Executive shall be required to comply with the requirements of Section 3, above, as long as the Company or on has paid Executive the Termination Date, equivalent of one month's base salary at the then-current rate as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer Date of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesTermination. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his the period of the later to occur of the expiration of the Employment Term or the period of the Executive's employment by the Company with CSS, and for a period of one year thereafter, the Employee Executive will not, unless acting with without the prior written consent of the BoardCommittee, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his the Executive's name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or within any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast portion of the United States or at any port in Canada (collectively, the Gulf of Mexico "Territory") (whether or not such business is physically located within those areasthe Territory) (the "Geographic Area"), in any business that is engaged in the creation, design, manufacture, distribution or sale of any products that are the same or of a customer of, competitive to, a business from which the Company similar type then manufactured by CSS or by any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on Employment Term (the Termination Date, as applicable"Business"). It is recognized by the Employee Executive that the business of the Company and its affiliates Business and the EmployeeExecutive's connection therewith is or will be involved in activity throughout the Geographic AreaTerritory, and that more limited geographical limitations on this non-competition covenant (and the non-solicitation covenant set forth in Section 5 hereof) are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Executive of less not more than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 19341933, provided that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by In order to avoid any potential competition between our Controlling Shareholders and our Group, each of our Controlling Shareholders [has undertaken] to us in the Company and for a period Deed of one year thereafter, the Employee Non-Competition that he/it will not, unless acting with and will procure his/its close associates (other than members of our Group) not to, during the prior written consent of the BoardRestricted Period (as defined below) as set out below, directly or indirectly, owneither on his/its own account or in conjunction with or on behalf of any person, managefirm or company (except through any member of our Group), operateamong others, joincarry on, controlparticipate, finance be interested or participate involved in, undertake, acquire or hold (in the ownership, management, operation, control or financing of, or be connected each case whether as an officera shareholder, director, employee, partner, principal, agent, representativeemployee, consultant or otherwise with otherwise, and whether for profit, reward or use or permit his name to be used in connection with, otherwise) any business (other than our business) that directly or enterprise indirectly competes, or may compete, with (a) the existing business activities of our Group as set out in the section headed “Business” in this document and (b) any other business from time to time conducted, entered into, engaged in a geographic area or invested in by any member of our Group or which our Company has otherwise published an announcement on the Company website of the Stock Exchange stating its intention to conduct, enter into, engage in or any of its affiliates is operating either during his employment by invest (the Company “Restricted Activity”) (whether alone or jointly with another person and whether directly or indirectly or on behalf of or to assist or act in concert with any other person), or hold shares or interest in any companies or business that compete directly or indirectly with the Termination Date, as applicable, presently business engaged by our Group from time to time except where our Controlling Shareholders hold less than 5% of the total issued share capital of any company (whose shares are listed on the East Coast of the United States Stock Exchange or at any port in the Gulf of Mexico (whether or not such business other recognised stock exchange) which is physically located within those areas) (the "Geographic Area"), engaged in any business that is a customer of, competitive to, a or may be in competition with any business from which the Company engaged by any member of our Group and they do not control 10% or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business more of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer composition of the Company or any board of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee directors of the Employer or of any of its affiliatessuch company. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.