Common use of Noncompetition Clause in Contracts

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e), the Employee will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the term hereof Employment Period and during for a period of one year thereafter (or such longer period as the period Employee receives Executive shall continue to receive payments under Section 6(e5), the Employee will Executive shall not (i) engage directly or indirectly, alone for the Executive's own account or as a shareholder, partneran employee, officer, director, employee partner, joint venturer, shareholder, investor, consultant or consultant otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of any other business organization, the outstanding shares) engage in any business activities which or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (Aas defined below) relate to of the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer Company, as it exists at the time of such termination, (ii) divert to any competitor termination of the Employer in Employment Period. If the Designated Industry any business opportunity period of time, the geographical area or the scope of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of Business specified under this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will 10 should be determined to be invalid or unenforceableunreasonable in any judicial proceeding, by reason then the period of being vague or unreasonably time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and enforceable any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the court Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other body having jurisdiction over products manufactured, marketed or sold by the matter; Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinCompany at the termination of the Employment Period.

Noncompetition. During As an inducement for the term hereof Company to enter into this Agreement and to pay the severance payments and benefits to which Employee would not otherwise be entitled, and to protect the confidential and proprietary information and client relationships developed by the Company the parties agree as follows: (a) For a period of one year from the Date of Termination, Employee will not, directly engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operations, financing or control of, lend his name or any similar or any similar name to, lend his credit to, or render services or advice to any business, other than the Company, with regard to products or activities that include the manufacture or sale of respiratory pharmaceuticals which are competitive with the products of the Company or any Company subsidiary (including products in development or under consideration by the Company during Employee's employment) (such competitive products being referred to collectively, as "Respiratory Pharmaceutical Business") anywhere in the period United States; provided, however, that Employee receives payments may purchase or otherwise acquire up to (but not more than) four percent of any class of securities of any 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 6(e)12(g) of the Securities Exchange Act of 1934, as amended. Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. (b) For a period of one year following the Date of Termination, Employee further agrees that he will not (i) engage not, directly or indirectly, alone either for himself or as a shareholder, partner, officer, director, employee or consultant of any other business organizationperson, in (i) induce or attempt to induce any business activities which (A) relate employee of the Company or any Company subsidiary, with whom Employee had material contact during his employment, to leave the economy motel business (employ of the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination Company or proposed to be conducted by the Employer at the time of such terminationany Company subsidiary, (ii) divert to in any competitor way interfere with the relationship between the Company or any Company subsidiary and any former, current or future employee of the Employer in the Designated Industry Company or any business opportunity of the EmployeeCompany subsidiary, or (iii) solicit employ, or encourage any officer, otherwise engage as an employee, independent contractor, or consultant otherwise, any former, current or future employee of the Employer Company or any Company subsidiary to leave its employ for employment by cease doing business with the Company or any Company subsidiary, or in any way interfere with the relationship between any competitor former, current or future customer, supplier, licensee, or business relation of the Employer company or any Company subsidiary. (c) For a period of one year following the Date of Termination, Employee further agrees that he will not, directly or indirectly, either for himself or any other person, in competition with the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude Company, solicit the Employee from owning less than 5% Respiratory Pharmaceutical Business of any customer of the common stock of Company or any publicly traded corporation conducting business activities in Company subsidiary with whom Employee had material contact during his employment with the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinCompany.

Noncompetition. During Except as may otherwise be approved by the term hereof and Board, during the period Employment Period, Employee receives payments under Section 6(e)shall not have any ownership interest (of record or beneficial) in, or perform services as an employee, salesman, consultant, officer or director of, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United States and/or any foreign country in a business which competes directly or indirectly (as determined by the Board) with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Employee will not (i) engage may own, directly or indirectly, alone or solely as a shareholderan investment, partner, officer, director, employee or consultant securities of any other business organizationentity if Employee (x) is not a controlling person of, in or a member of a group which controls, such entity; or (y) does not, directly or indirectly, own ten percent (10%) or more of any business activities which (A) relate class of securities of any such entity. Subject to the economy motel business (terms of the “Designated Industry”) Proprietary Information and (B) were either conducted Inventions Agreement referred to in Section 6(b), nothing in this Agreement shall preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with his or her duties to the Company, as determined in good faith by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated IndustryCEO. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended he or she will be valid not join any boards, other than community and binding as though any invalid civic boards (which do not interfere with his or unenforceable provision had not been included hereinher duties to the Company), without the prior approval of the CEO.

Noncompetition. During the term hereof period the Employee is employed hereunder and during any period thereafter during which the period Employee receives is receiving payments under or other benefits pursuant to Section 6(e)5 hereof, the Employee will not (i) engage directly or indirectlynot, alone in association with or as a shareholderan officer, principal, member, advisor, agent, partner, officerdirector, directorstockholder, employee or consultant of any corporation (or sub-unit, in the case of a diversified business) or other business organizationenterprise, entity or association, engage or otherwise participate in any business activities which (A) relate to the economy motel shall compete with any business (the “Designated Industry”) and (B) were either conducted by the Employer Company or any of its subsidiaries or work on the acquisition or development of any individual line of business, property or project in which the Company or any of its subsidiaries is then involved or has a written plan to enter which plan was adopted prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity expiration of the Employee's termination of employment, and will not solicit or induce any person who is or was employed by the Company or any of its subsidiaries at any time during such term or period to interfere with the activities or businesses of any such company or to discontinue his or her employment with such company, or (iii) solicit employ any such person in a business or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or enterprise which competes with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industrysuch company. The Employee will continue to be bound by understands that the provisions of this Section 8 until their expiration 12 may limit his ability to earn a livelihood in a business similar to the business of the Company but as an executive officer of the Company he nevertheless agrees and will hereby acknowledges that (i) such provisions do not be entitled impose a greater restraint than is necessary to any compensation from protect the Employer with respect thereto. If at any time goodwill or other business interests of the Company; (ii) such provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably contain reasonable limitations as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration time and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matterrestrained; and (iii) the consideration provided hereunder is sufficient to compensate the Employee for the restrictions contained in Section 12 hereof. In consideration of the foregoing, the Employee agrees that this he will not assert that, and it should not be considered that, any provisions of Section 8 as so amended will be valid and binding as though any invalid 12 otherwise are void, voidable or unenforceable provision had not been included hereinor should be voided or held unenforceable."

Noncompetition. During For the term hereof period during which the Employee is employed with the Company or its affiliates and during the period Employee receives payments under Section 6(e)Restricted Period, the Employee will shall not, without the prior written consent of the Company, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any person or persons as principal, agent, employee, stockholder, consultant, programmer, owner, investor, partner or in any other manner whatsoever (other than a holding of shares listed on a United States stock exchange or automated quotation system that does not (i) engage exceed five percent of the outstanding shares so listed), directly or indirectly, alone knowingly (a) engage in the Business or as a shareholder, partner, officer, director, employee or consultant participate in competition with any of the JPE Companies in any state in which (and otherwise within 60 miles of any other business organization, location where) any JPE Company engages in any business activities the Business or is actively considering engaging in the Business (which (A) relate to geographic area shall be determined as of the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to date of the Employee’s termination or proposed with respect to be conducted by the Employer at the time application of this Section 9.B. following such terminationtermination date), (iib) divert to solicit such Business from, or provide such services to, any competitor of the Employer in the Designated Industry any business opportunity customers or accounts of the EmployeeCompany or any of its affiliates or subsidiaries or any JPE Company, or (iiic) solicit or encourage any officer, employeebecome the employee of, or consultant otherwise render services to or on behalf of, any enterprise which competes with the Business. For purposes of this Agreement, “Restricted Period” means (1) year following Employee’s termination of employment for any reason, regardless of whether such termination occurs during the Employer to leave its employ for employment by or with any competitor of the Employer Term, provided, however, that in the Designated Industry. The event of a Change in Control Termination that results in Employee receiving additional cash severance payments as a result of Section 7.G of this Agreement, the Restricted Period shall be two (2) years following Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% termination of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinemployment.

Noncompetition. During the term hereof of the Employee’s employment hereunder and during for the period Employee receives payments under Section 6(e)Designated Period (as defined below) after termination of the Employee’s employment hereunder, the Employee will not (ia) engage anywhere within any county in which any Company conducts business, engage, directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant shareholder (other than as a holder of any other business organization, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% one percent (1%) of the common stock of any publicly traded corporation conducting corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business activities organization that is engaged or becomes engaged in any business that provides the same or any substantially similar services or products offered by any of the Companies during the term of the Employee’s employment or at the time of the Employee’s termination or that any Company has notified the Employee at any time prior to the time of such termination that it proposes to conduct and for which any of the Companies have, prior to the time of such termination, expended substantial resources (the “Designated Industry”), or (b) solicit any employee of any of the Companies to leave its employ for alternative employment, or hire or offer employment to any person to whom the Employee actually knows any of the Companies has offered employment. For purposes hereof, the term “Designated Period” shall mean twenty-four (24) months. The Employee acknowledges that the provisions of this §9 are essential to protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this Section 8 §9 until their expiration and will shall not be entitled to any compensation from the Employer with respect theretothereto except as provided above. If at any time the provisions of this Section 8 will §9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 will §9 shall be considered divisible and will shall become and be immediately amended to only such area, duration and scope of activity as will shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 §9 as so amended will shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this §9 in consideration for the compensation, severance and other benefits to be provided by the Employer to the Employee pursuant to the terms of this Agreement.

Noncompetition. During (a) Seller agrees that, for a period of one (1) year following the term date hereof and during (the period Employee receives payments under Section 6(e“Non-Compete Period”), neither Seller nor any of Seller’s Affiliates shall without the Employee will not (i) engage prior written consent of the Company, directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, anywhere in any business activities which (A) relate to the economy motel business United States (the “Designated IndustryTerritory”) (i) form, acquire, operate, control, make a financial investment in, enter into any agreement pertaining to, publicly announce the launch of, or otherwise finance, manage, participate in, consult with, become employed by or render advisory services to, any business or otherwise become associated with an enterprise, the business of which is the same as, substantially similar to or otherwise competitive with the business of the Company as now conducted (i.e., the business of BlueBlazer and (B) were either its subsidiaries conducted by the Employer prior to the Employee’s termination or proposed to be conducted immediately prior to the closing of the Merger) (a “Competing Business”), or (ii) for the purpose of conducting or engaging in a Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any suppliers, vendors or other material business relationships of the Company. As used in this Section 2 and Section 3 below, “Affiliate” of any particular person means any other person controlling, controlled by or under common control with such particular person, where “control” means the Employer possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise. Nothing herein shall prohibit Seller or any of Seller’s Affiliates from being a passive owner of not more than 3% of the outstanding stock of a corporation which is publicly traded, so long as neither Seller nor any of Seller’s Affiliate have an active participation in the business of such corporation. (b) Seller agrees that (i) the covenants set forth in this Section 2 are reasonable in temporal and geographical scope and in all other respects, and (ii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement and the Merger Agreement. (c) The Company and Seller intend that the covenants of this Section 2 shall be deemed to be a series of separate covenants, one for each county or province of each and every state within the Territory and one for each month of the Non-Compete Period. (d) If, at the time of enforcement of this Section 2, a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope under such termination, circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law. (iie) divert to any competitor of the Employer Seller recognizes and affirms that in the Designated Industry event of its breach of any business opportunity provision of this Section 2, money damages would be inadequate and the EmployeeCompany would not have an adequate remedy at law. Accordingly, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer Seller agrees that in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% event of the common stock a breach or a threatened breach by Seller of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by of the provisions of this Section 8 until their expiration 2, the Company, in addition and will not be entitled supplementary to other rights and remedies existing in its favor, may apply to any compensation from the Employer with respect thereto. If at court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any time violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Seller of this Section 8 will 2, the Non-Compete Period shall be determined to be invalid tolled until such breach or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not violation has been included hereinduly cured.

Noncompetition. (a) During the term hereof Employment Term, and during the for a two (2) year period Employee receives payments under Section 6(e)following termination of Executive's employment hereunder, the Employee will not (i) engage Executive shall not, directly or indirectly, alone (i) become under contract to or associated with, employed by, render services to or own an interest (other than as a shareholder, partner, officer, director, employee or consultant of any other business organization, shareholder owning not more than a 5% interest) in any microticket leasing business activities which (A) relate to that is in competition with the economy motel business (Company in the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationUnited States, (ii) divert to solicit any competitor officer or employee of the Employer Company or any of its affiliates to engage in any conduct prohibited hereby for Executive or to terminate any existing relationship with the Designated Industry any business opportunity of the Employee, Company or such affiliate or (iii) solicit or encourage assist any officerother person to engage in any activity in any manner prohibited hereby to Executive. For purposes of this Section 8(a), employee, or consultant in the event of a termination of employment prior to expiration of the Employer to leave its employ for employment by or with any competitor Employment Term, determination of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% duration of the common stock Employment Term, shall be made without regard to the automatic renewal provisions of any publicly traded corporation conducting business activities Section 1 hereof. (b) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in the Designated Industry. The Employee will continue this Section 8 to be bound 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 Section 8 until their expiration and will Agreement shall not be entitled rendered void but shall be deemed amended to any compensation from the Employer with respect thereto. If at any apply as to such maximum time the provisions of this Section 8 will be determined and territory and to such maximum extent as such court may judicially determine or indicate to be invalid or enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, by reason of being vague or unreasonably and such restriction cannot be amended so as to areamake it enforceable, duration or scope such finding shall not affect the enforceability of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope any of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included restrictions contained herein.

Noncompetition. During (a) Seller agrees that, for a period of one (1) year following the term date hereof and during (the period Employee receives payments under Section 6(e“Non-Compete Period”), neither Seller nor any of Seller’s Affiliates shall without the Employee will not (i) engage prior written consent of the Company, directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, anywhere in any business activities which (A) relate to the economy motel business United States (the “Designated IndustryTerritory”) (i) form, acquire, operate, control, make a financial investment in, enter into any agreement pertaining to, publicly announce the launch of, or otherwise finance, manage, participate in, consult with, become employed by or render advisory services to, any business or otherwise become associated with an enterprise, the business of which is the same as, substantially similar to or otherwise competitive with the business of the Company as now conducted (i.e., the business of BlueBlazer and (B) were either its subsidiaries conducted by the Employer prior to the Employee’s termination or proposed to be conducted immediately prior to the closing of the Merger) (a “Competing Business”), or (ii) for the purpose of conducting or engaging in a Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any suppliers, vendors or other material business relationships of the Company. As used in this Section 2 and Section 3 below, “Affiliate” of any particular person means any other person controlling, controlled by or under common control with such particular person, where “control” means the Employer possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise. Nothing herein shall prohibit Seller or any of Seller’s Affiliates from being a passive owner of not more than 3% of the outstanding stock of a corporation which is publicly traded, so long as neither Seller nor any of Seller’s Affiliate have an active participation in the business of such corporation. (b) Seller agrees that (i) the covenants set forth in this Section 2 are reasonable in temporal and geographical scope and in all other respects, and (ii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement and the Merger Agreement. (c) The Company and Seller intend that the covenants of this Section 2 shall be deemed to be a series of separate covenants, one for each county or province of each and every state within the Territory and one for each month of the Non-Compete Period. (d) If, at the time of enforcement of this Section 2, a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope under such termination, circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law. (iie) divert to any competitor of the Employer Seller recognizes and affirms that in the Designated Industry event of its breach of any business opportunity provision of this Section 2, money damages would be inadequate and the EmployeeCompany would not have an adequate remedy at law. Accordingly, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer ▇▇▇▇▇▇ agrees that in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% event of the common stock a breach or a threatened breach by Seller of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by of the provisions of this Section 8 until their expiration 2, the Company, in addition and will not be entitled supplementary to other rights and remedies existing in its favor, may apply to any compensation from the Employer with respect thereto. If at court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any time violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Seller of this Section 8 will 2, the Non-Compete Period shall be determined to be invalid tolled until such breach or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not violation has been included hereinduly cured.

Noncompetition. During the term hereof (a) Parent and during the period Employee receives payments under Section 6(e), the Employee will not RHI each agree that (i) engage for a period of five years (subject to reduction in each jurisdiction pursuant to Section 5.04(b) below) from the Closing Date, it shall not, and shall not permit any of its Affiliates (so long as they are Affiliates) to, engage, either directly or indirectly, alone as a principal or for its own account or solely or jointly with others, or as a shareholder, partner, officer, director, employee stockholders in any corporation or consultant of any other business organizationjoint stock association, in any business activities which that competes with the Business as it exists on the Closing Date or (ii) for a period of five years from the Closing Date, employ or solicit, or receive or accept the performance of services by, any Transferred Employee; provided that the foregoing shall not restrict or prevent (A) relate any purchase of a noncontrolling interest (not to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than exceed 5% of the common stock economic or voting interest therein) in a publicly traded entity or (B) the employment of any publicly traded corporation conducting business activities in Transferred Employee whose employment is actually terminated by Purchaser or any Designated Purchaser. (b) It is the Designated Industry. The Employee will continue intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be bound for a length of time which is not permitted by the applicable law of any jurisdiction, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under the applicable law of such jurisdiction, a court of competent jurisdiction shall construe and interpret or reform this Section 5.04 to provide for a covenant in such jurisdiction having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Parent and Sellers acknowledge that Purchaser and the other Designated Purchasers would be irreparably harmed by any breach by Parent, any Seller or any of their respective Affiliates of this Section 8 until their expiration 5.04 and will not that there would be entitled no adequate remedy at law or in damages to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; compensate Purchaser and the Employee agrees other Designated Purchasers for any such breach. (c) As soon as practicable after the Closing, Parent shall cause Sellers and their Affiliates to take all such actions as are required to, and to use its commercially reasonable efforts to cause the Excluded Joint Ventures to, change the names of such Sellers and their Affiliates or Excluded Joint Ventures, as the case may be, at such time to exclude, and to otherwise refrain from or discontinue the use of, the name "D-M-E" (or any derivative thereof). Purchaser acknowledges that this Section 8 as so amended will be valid Parent and binding as though any invalid or unenforceable provision had Sellers do not been included hereincontrol the Excluded Joint Ventures.

Noncompetition. During Executive acknowledges that, in the term hereof course of Executive’s employment, Executive will become familiar with the Company’s and during its subsidiaries’ and affiliates’ trade secrets and with other confidential information concerning the period Employee receives payments under Section 6(e)Company and its subsidiaries and affiliates and that Executive’s services will be of special, unique and extraordinary value to the Employee will not Company and its subsidiaries and affiliates. Therefore, Executive agrees that while employed by the Company or any of its subsidiaries or affiliates, and continuing until (i) engage directly or indirectly, alone or the eighteen (18) month anniversary of the date of any termination of Executive’s employment (other than as a shareholderresult of a Change in Control as provided in Paragraph 2 or 6), partner, officer, director, employee or consultant (ii) twenty-four (24) months from the date of any other business organization, termination of Executive’s employment as a result of a Change in any business activities which (A) relate to the economy motel business Control as provided in Paragraph 2 or 6 (the “Designated IndustryNoncompete Period”), Executive shall not, anywhere in the world where the Company or its subsidiaries or affiliates conduct or actively propose to conduct business during Executive’s employment, directly or indirectly own, manage, control, participate in, consult with, be employed by or in any manner engage in (collectively, the “Restricted Activities”) and any business that is engaged in, or plans to be engaged in, the sale at retail or direct marketing (Bincluding online) were either to consumers of fabric, sewing or craft components (a “Competitive Business”), provided that the Restricted Activities shall only be applicable to similar line(s) of business or similar functions conducted by the Employer prior Competitive Business for which the Executive had knowledge, involvement, and/or responsibility while at the Company. Further, Executive shall not conduct any of the Restricted Activities in similar line(s) of business or similar functions for which the Executive had knowledge, involvement, and/or responsibility while at the Company for any business that had sales to the Employee’s termination or proposed Company and its subsidiaries and affiliates during the immediately preceding fiscal year (a “Vendor Business”). Notwithstanding the foregoing, Executive may own up to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 52% of the common stock any class of any an issuer’s publicly traded corporation conducting business activities securities regardless of whether such entity is a Competitive Business. Nothing in this section 13.4 confers upon Executive any right to receive severance or obligates the Designated Industry. The Employee will continue Company to be bound by the provisions pay any severance to Executive in connection with his or her termination of this Section 8 until their expiration and will not be entitled to employment for any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinreason.

Noncompetition. During The Employee acknowledges that (i) the term hereof Employee will perform 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 Group, (ii) the Employee will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, and (iii) the Employee will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period Employee receives payments under Section 6(e)of twelve (12) months thereafter, the Employee agrees that the Employee will not (i) engage not, directly or indirectly, alone own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or as a shareholderotherwise, partnerand whether or not for compensation) or render services to any person, officerfirm, directorcorporation or other entity, employee in whatever form, engaged in substantial competition with the Company Group or consultant of in any other material business organizationin which the Company Group is engaged on the date of termination or in which the Company Group has planned, on or prior to such date, to be engaged in on or after such date, in any business activities locale of any country in which the Company Group conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than one percent (A1%) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer equity securities of a publicly traded corporation engaged, or of being a limited partner or member in the Designated Industry any business opportunity of an investment fund not controlled by the Employee, which fund is directly or (iii) solicit or encourage any officerindirectly an investor in a company that is, employeein competition with the Company Group, or consultant of so long as the Employer to leave its employ for employment by or with any competitor of the Employer Employee has no active participation in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% business of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereincompany.

Noncompetition. During (a) Each Stockholder severally covenants and agrees to the term hereof and during Buyer that for a period two (2) full years (or such lesser period as a court of law having jurisdiction so determines to be reasonable) after the period Employee receives payments under Section 6(e)date of Closing, the Employee will not he shall not: (i) engage engage, either directly or indirectly, alone or as a shareholder, partner, an officer, director, advisor, consultant or employee in any sole proprietorship, corporation, partnership, limited liability company, joint stock association or consultant of any other business organizationsimilar entity, in the business of providing any business activities which (A) relate products or services substantially similar to those supplied or performed by the Company and/or any of its Subsidiaries immediately prior to the economy motel business Closing (the “Designated IndustryRestrained Business”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, ); (ii) divert procure any of his/her Affiliates to carry on or promote (whether on its own account, in partnership, in joint venture or as employee or agent of or manager for any competitor of the Employer in the Designated Industry other person) any business opportunity of the Employee, or Restrained Business; (iii) solicit seek or encourage secure the customer of any officerperson who is at Closing, employee, a customer of either the Company and/or any Subsidiary; (iv) seek to engage or consultant engage the services of any person who is or becomes an employee of or service provider to the Company and/or any Subsidiary; and/or (v) use a name which is similar to the present name of the Employer to leave its employ for employment by Company and/or any Subsidiary or with use any competitor of the Employer Company’s Intellectual Property. (b) If any provision or sub-provision contained in the Designated Industry. The Employee’s noncompetition obligations hereunder will this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not preclude the Employee from owning less than 5% of the common stock of affect any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the other provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of Section, but this Section 8 will shall be determined to be invalid or unenforceableconstrued as if such invalid, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not been included hereinpermitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions and shall be valid and enforceable under such applicable law. Each Stockholder acknowledges that the Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. Each Stockholder agrees that the Buyer shall be entitled to seek injunctive relief requiring specific performance by the Stockholders of this Section. (c) Each Stockholder acknowledges that each of the restraints in this Section 6.9 is reasonable in its extent (as to duration and restrained conduct) having regard to the interests of each party to this Agreement and goes not further than is reasonably necessary to protect the Buyer in respect of the goodwill of the Company and the Subsidiaries.

Noncompetition. During The Employee agrees that during the term hereof of this Agreement and during any extension thereof, and for a period of two (2) years after the period Company ceases to pay the Employee receives payments under Section 6(e)any compensation pursuant to the terms of this Agreement, the Employee will not (i) engage shall not, unless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, directly or indirectly: (a) solicit business from or perform services for, alone any person, company or other entity which at any time during the Employee's employment by the Company is a client or customer of the Company if such business or services are of the same general character as a shareholderthose engaged in or performed by the Company; (b) solicit for employment or in any other fashion hire any of the employees of the Company; (c) own, partnermanage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee employee, partner, principal, agent, representative, consultant or consultant otherwise with any business or enterprise engaged in the business of debt collection or any other business organization, engaged in by the Company or any of its affiliates in all those geographic areas in which the Company or any of its affiliates does business; (d) use or permit his name to be used in connection with any business activities which (A) relate to or enterprise engaged in the economy motel business (the “Designated Industry”) and (B) were either conducted of debt collection or any other business engaged in by the Employer prior Company or any of its affiliates in all those geographic area in which the Company or any of its affiliates does business; or (e) use the name of the Company or any name similar thereto, but nothing in this clause shall be deemed, by implication, to the Employee’s termination authorize or proposed to be conducted by the Employer at the time permit use of such termination, (ii) divert to any competitor name after expiration of the Employer in period covered by this paragraph. In the Designated Industry event that any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not paragraph should ever be entitled adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any compensation from jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined maximum time, geographic, service or product limitations permitted to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinapplicable law.

Noncompetition. During (a) For a period of [____] months after a Participant is no longer employed (for any reason whatsoever) by the term hereof and during the period Employee receives payments under Section 6(e)Company, the Employee Participant will not not, without the prior written consent of an authorized officer of the Company, (ia) engage directly or indirectly, alone indirectly engage in or (b) assist or have any active interest in (whether as a shareholderproprietor, partner, stockholder, officer, directordirector or any type of principal whatsoever (provided that ownership of not more than 2% of the outstanding stock of a corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest), employee or (c) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any other business organizationproduct that competes with or is similar to any product manufactured, sold or under development by the Company at any time while the Participant was employed by the Company, in any business activities area of the world in which (A) relate such product is, at the time the Participant ceases to be employed, manufactured or sold by the company; provided that this restriction shall apply only with respect to the economy motel business (products with whose development, manufacture, or sale the “Designated Industry”) and (B) were either conducted by Participant was concerned or connected in any way during the Employer 12 month period immediately prior to the Employee’s termination or proposed Participant ceasing to be conducted by the Employer at the time of such termination, (ii) divert to any competitor an employee of the Employer in Company. (b) The Participant hereby acknowledges and confirms that the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant Company extends throughout substantial areas of the Employer to leave its employ for employment by or with any competitor world. During the course of the Employer in Participant’s employment with the Designated Industry. The EmployeeCompany, the Participant’s noncompetition obligations hereunder will not preclude involvement with the Employee from owning less than 5% business of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably Company may vary as to products and geographic area. It is the Company’s practice to enforce this noncompetition covenant only to the extent necessary to protect the Company’s legitimate interests commensurate with the Participant’s involvement with the business of the Company during the Participant’s employment, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees Participant acknowledges and confirms that the Company may enforce this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinnoncompetition covenant consistent with such practice.

Noncompetition. During The Employee agrees that during the term hereof of this agreement and during the for a period Employee receives payments under Section 6(e)of one (1) year thereafter, the Employee will not (i) engage shall not, unless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, directly or indirectly: (a) solicit business from or perform services for, alone any persons, company or other entity which at any time during the Employee's employment by the Company is a client or customer of the Company if such business or services are of the same general character as a shareholderthose engaged in or performed by the Company; (b) solicit for employment or in any other fashion hire any of the employees of the Company; (c) own, partnermanage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee employee, partner, principal, agent, representative, consultant or consultant otherwise with any business or enterprise engaged in the business of designing, developing, and implementing Internet web site applications and strategies, or any other business organizationengaged in by the Company for which Employee had primary responsibility, in or any business activities which of its affiliates (Acollectively, the "Business") relate to the economy motel within a radius of 20 miles from Company's or any of Company's affiliates principal places of business (the “Designated Industry”"Restricted Area"); (d) and use or permit his name to be used in connection with, any business or enterprise engaged in the Business within the Restricted Area; or (Be) were either conducted use the name of the Company or any name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or permit use of such name after expiration of such period; provided, however, that this provision shall not be-construed to prohibit the ownership by the Employer prior Employee of not more than 3% of any class of the outstanding equity securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Employee’s termination or proposed to be conducted by Securities Exchange Act of 1934. In the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by event that the provisions of this Section 8 until their expiration should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law. Notwithstanding the foregoing, if employee is terminated other "than for cause" as defined in this Agreement, Employee's obligations pursuant to provision 8(c) and will not 8(d) shall be entitled to any compensation from the Employer with respect thereto. If at any time the provisions terminated, but all other subdivisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinparagraph shall remain in effect.

Noncompetition. During the term hereof and The Executive agrees that, during the period Employee receives payments under Section 6(e)Restricted Period, the Employee he will not engage in Competition (i) engage as defined below). The Executive shall be deemed to be engaging in “Competition” if he, directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any geographic market in which, as of the Date of Termination, the Company has a physical presence material to its business operations (or where the Company is engaged in substantial activities which to become a material physical presence), including, without limitation, the State of Colorado, the Kansas City (AMissouri and Kansas) relate to metropolitan area, the economy motel business Dallas, Texas metropolitan area and the Austin, Texas metropolitan area, the State of New Mexico, the State of Wyoming, the State of Utah and the Boise, Idaho metropolitan area (“Material Presence”), (i) owns, manages, operates, controls, or participates in the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination ownership, management, operation, or proposed to be conducted by the Employer at the time of such terminationcontrol of, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employeeis connected as an officer, employee, partner, director, consultant, or otherwise with, or (iii) solicit has any financial interest in, any business (whether operated through a corporation or encourage other entity) that is engaged in the commercial banking business or in any officer, employee, or consultant other financial services business that is competitive with any portion of the Employer to leave its employ for employment by or with any competitor business conducted as of the Employer Date of Termination by the Company or any of the Affiliated Entities, in each case if and only to the Designated Industryextent such business constitutes a Material Presence conducted by the Company or any of the Affiliated Entities within such geographic market. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning Ownership for personal investment purposes only of less than 52% of the common voting stock of any publicly traded held corporation conducting shall not constitute a violation hereof. Notwithstanding the foregoing, the restriction above shall not prohibit the Executive from employment with any subsidiary, division, affiliate, or unit of an entity (a “Related Unit”) if that Related Unit does not engage in business activities that is in Competition with the Company, irrespective of whether some other Related Unit of that entity competes with the Company (as long as the Executive does not engage in or assist in the Designated Industryactivities of any Related Unit that competes with the Company). The Employee will continue Notwithstanding anything contained herein to the contrary, following a Change in ​ Control, references to the Company and the Affiliated Entities shall refer to the Company and its Affiliated Entities as of immediately prior to such Change in Control and the geographic market and the business scope of the restrictions in this Section 10(e) shall be bound limited to the geographic markets of the Company and the Affiliated Entities and the businesses conducted by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; Company and the Employee agrees that this Section 8 Affiliated Entities as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinof immediately prior to such Change in Control, without regard to when the Date of Termination occurs.

Noncompetition. During The Company considers and the term hereof and Executive acknowledges that the following restraints, on which the Executive has had the opportunity to take independent legal advice, are necessary for the reasonable protection by the Company of its business or the business of the Affiliates, the clients thereof or their respective affairs. (a) The Executive shall not while he is employed by the Company or during the 6 month period Employee receives payments under Section 6(e)after the Date of Termination, except in the Employee will not (i) engage event of a wrongful termination by the Company, be employed by, serve as a consultant to, or otherwise in any capacity assist or directly or indirectlyindirectly provide services to a Competitor (defined below) if the trade secrets, alone confidential information, or as a shareholderproprietary information (including, partnerwithout limitation, officer, director, employee confidential or consultant proprietary methods) of any other business organization, in any business activities the Company and the Affiliates to which the Executive had access during his employment hereunder could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. (Ab) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted The Executive shall not while he is employed by the Employer Company or during the 12 month period after the Date of Termination, except in the event of a wrongful termination by the Company, solicit or attempt to solicit any person, company, firm or business who during the 12-month period prior to such solicitation or attempt by the Executive was a customer or supplier of the Company or Affiliate and with whom the Executive had business dealings during such 12 month period, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) The Executive shall not while he is employed by the Company or during the 12 month period after the date of the termination of his employment, except in the event of a wrongful termination by the Company, solicit, entice, persuade or induce any individual who is employed by the Company or the Affiliates (or was so employed within 90 days prior to the Employee’s termination Executive's action) and with whom the Executive had business dealings during the 12 month period prior to the Executive's action to terminate or proposed refrain from renewing or extending such employment or to be conducted become employed by or enter into contractual relations with any other individual or entity other than the Employer at Company or the time Affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such termination, actions by any other individual or entity. (iid) divert to The Executive shall not directly or indirectly own an equity interest in any competitor Competitor (other than ownership of 1% or less of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common outstanding stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinlisted on a national stock exchange).

Noncompetition. During Subject to the term hereof Closing, and during as an inducement to Buyer and NPCC to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the Purchased Assets being acquired pursuant to this Agreement, and in addition to and not in limitation of any covenants contained in any agreement executed and delivered pursuant to Section 6.1 hereof, Company and S▇▇▇▇ hereby covenant and agree that for a period Employee receives payments under Section 6(e)of five (5) years from the Closing Date, the Employee they will not not, directly or indirectly: (i) engage directly in, continue in or indirectlycarry on any Competing Business (as defined below) or is substantially similar to Buyer's business, alone including owning or as a shareholder, partner, officer, director, employee or consultant of controlling any other business organization, financial interest in any corporation, partnership, firm or other form of business activities organization which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, is so engaged; (ii) divert to consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer or NPCC in any aspect with respect to the Employer Purchased Assets including, but not limited to, advertising or otherwise endorsing the products of any such Competing Business; soliciting customers or otherwise serving as an intermediary for any such Competing Business; loaning money or rendering any other form of financial assistance to or engaging in the Designated Industry any form of business opportunity of the Employee, or transaction on other than an arm's length basis with any such Competing Business; (iii) solicit or encourage any officerhire, employeeoffer to hire, or consultant of the Employer to leave its employ solicit for employment any employee of Buyer or NPCC, without the prior consent of Buyer, until such person has been separated from employment by the Buyer or with any competitor of the Employer NPCC for at least 180 days and in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude case of P▇▇▇ ▇▇▇▇▇▇▇ and C▇▇▇▇▇ ▇▇▇▇▇▇ such persons must be separated from employment by the Employee from owning less than 5% Buyer or NPCC for at least 1 year; or (iv) engage in any practice the purpose of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue which is to be bound by evade the provisions of this Section 8 until their expiration covenant not to compete or to commit any act which adversely affects the Purchased Assets or Assumed Liabilities; provided, however, that the foregoing shall not: (a) prohibit the ownership of securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 1% of the outstanding shares of any such corporation; (b) apply to the Sunworks contract with PureNERGY Renewables, Ltd., a subsidiary of BELCO Holdings, LTD that is located in Bermuda; (c) prohibit follow-up training and will support for the Dealers listed on Exhibit A of the Consulting and Management Agreement dated August 1, 2008 between Buyer, Company and S▇▇▇▇ that is performed at no additional cost to such Dealers; or (d) prohibit Company from selling its inventory in existence as of the date of this Agreement or any additional inventory Solar may need to purchase or manufacture to fulfill customer orders placed before the date of this Agreement. The parties agree that the geographic scope of this covenant not be entitled to compete shall extend throughout the United States. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any compensation from person, corporation, firm or entity that purchases all or part of Buyer or NPCC. In the Employer with respect thereto. If at any time event a court of competent jurisdiction determines that the provisions of this Section 8 will covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be determined construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be invalid or unenforceablemodified, by reason of being vague or unreasonably as amended and/or limited, but only to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended the extent necessary to only such area, duration and scope of activity as will be determined to be reasonable render the same valid and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinin such jurisdiction.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e(a) Except as set forth in Sections 7.6(d) or 7.6(e), the Employee will not Seller agrees that unless (i) engage the Funds have at least an amount equal to six hundred million dollars ($600,000,000) (excluding assets under management constituting part of the Composite Base Asset Amount that are not part of the Applicable AUM, as those terms are defined in the Amended LLC Operating Agreement) in Assets Under Management (the “Funds Capacity Benchmark”) or (ii) the Company terminates either the Seller or BEM as a member of the Company without Cause (as defined in the Amended LLC Operating Agreement), after the Closing while BEM is a Member of the Company and for a period of three (3) years after BEM ceases to be a Member of the Company neither the Seller nor any of his Affiliates shall, without the prior written consent of the Purchaser (which consent may be withheld in the Purchaser’s sole and absolute discretion): (i) engage, either directly or indirectly, alone or as a shareholder, partner, officer, directorprincipal, employee or consultant of any other business organizationfor its own account or solely or jointly with others, in any business activities that competes with the Business as it exists on the Closing Date; (ii) give information or financial assistance to, or make any investment in, any business or activity that competes with the Business as it exists on the Closing Date; or (iii) solicit for hire or hire, or solicit for hire or hire on behalf of any third party, any individual who is or has been a management employee of the Company or any of its present or future Subsidiaries unless and until such management employee has not been an employee of any of the Purchaser, the Company or their respective Subsidiaries for at least twelve (12) months. (b) Except as set forth in Sections 7.6(d) (with respect to a Single-Investor Fund) or 7.6(e), and unless the Company terminates the Seller or BEM as a member of the Company without Cause (as defined in the Amended LLC Operating Agreement), after the Closing while BEM is a Member of the Company and for a period of three (3) years after BEM ceases to be a Member of the Company the Seller agrees that neither he nor any of his Affiliates shall, without the prior written consent of the Purchaser (which (A) relate to consent may be withheld in the economy motel business Purchaser’s sole and absolute discretion), permit any investor in any of the Funds as of the first date the Funds Capacity Benchmark is met (the “Designated IndustryBenchmark Date”) to be an investor in any other fund or similar vehicle affiliated with the Seller unless such investor is also an investor in the Fund in an amount no less than the amount invested as of the Benchmark Date. (c) Additionally, except as set forth in Sections 7.6(d) (with respect to a Single-Investor Fund) or 7.6(e) and unless the Company terminates the Seller or BEM as a member of the Company without Cause (as defined in the Amended LLC Operating Agreement), after the Closing while BEM is a Member of the Company and for a period of three (3) years after BEM ceases to be a Member of the Company, if after the Funds reach the Funds Capacity Benchmark, the Seller or his Affiliates create or manage a fund or similar investment vehicle with the same or similar strategy (except for Single Investment Funds existing on the Closing Date), then at any time the Funds’ Assets Under Management fall below the Funds Capacity Benchmark, Seller agrees that he will procure the inclusion in the calculation of Applicable AUM and Sharing Percentage (as defined in the Amended LLC Operating Agreement) Assets Under Management from such other fund or investment vehicle (paying the same management fees and incentive allocation or fees as the assets found in the Funds (with respect only to the first tier of incentive fees or allocations that have a thirty-five percent (35%) charge, and provided that such requirement of inclusion shall be effective only to the extent that such fees are actually paid by such other fund or investment vehicle to the Seller or one of his Affiliates), unless such requirement is waived by the Purchaser), to the extent such other Assets Under Management exist, as is required so that the Funds’ Assets Under Management again reach the Funds Capacity Benchmark. Once the Funds’ Assets Under Management again reach the Funds Capacity Benchmark, the preceding sentence shall not apply, unless and until the Applicable AUM falls below the Funds Capacity Benchmark again. This paragraph shall not result in duplication or payments in excess of the amounts that would otherwise be payable if the Applicable AUM had not decreased below the Funds Capacity Benchmark. (d) Notwithstanding the foregoing provisions of this Section 7.6, the Purchaser hereby consents to, after the Closing, BEM (i) continuing to advise separately managed accounts and Single Investor Funds which exist as of the Closing Date and are listed on Section 7.6(d) of the Company Disclosure Letter; provided that neither BEM nor Seller may, without the prior written consent of the Purchaser, alter or change the fee structure existing on the Closing Date for such a separately managed account or Single-Investor Fund, and (Bii) were managing other separately managed accounts or Single-Investor Funds if each such account or Single Investor Fund has an initial investment of at least ten million dollars ($10,000,000) (for avoidance of doubt, BEM cannot aggregate separately managed accounts of multiple investors investing less than ten million dollars ($10,000,000) but may accept for management as a separately managed account or a Single Investor Fund a separately managed account or Single Investor Fund the assets of which are derived from investments of less than ten million dollars ($10,000,000) if neither BEM nor the Seller has played any part or in any way encouraged the solicitation, gathering or aggregation of such investments) and such separately managed account or Single-Investor Fund has a fee structure (including management fees, incentive allocations or fees, and any other fee) that is not materially different than the fee structures for the separately managed accounts and Single-Investor Funds listed on Section 7.6(d) of the Company Disclosure Letter or the fee structure for the Funds (other than the account identified in Section 7.6(d) of the Company Disclosure Letter that utilizes a fee structure different from that of the Funds), unless the Purchaser gives its prior written consent; provided that the Seller and his Affiliates shall not solicit or in any manner encourage any investor that qualifies to be an investor in any Fund to invest in a separately managed account or Single Investor Fund (but may cooperate with an investor seeking to do so), and provided further that if any Fund is closed to new investors after it has achieved its Funds Capacity Benchmark, or is no longer accepting new investments, and in either conducted such case the Funds have less than the Regular Base Asset Amount (as defined in the Amended LLC Operating Agreement) under management (disregarding investments constituting the Composite Base Asset Amount that are not part of the Applicable AUM), then BEM shall not accept or advise newly created separately managed accounts or Single Investor Funds of any kind (but may accept additional managed account investments by existing separately managed account or Single Investor Fund clients in existing separately managed accounts or Single Investor Funds). For the avoidance of doubt, the Funds shall be open for investment by the Employer prior Purchaser, its Affiliates, Clients directed to it by the Purchaser and the Composite so long as the Funds Capacity Benchmark has not been met. Additionally, after the Base Date but before the Closing Date, if an investor in a Fund redeems from a Fund and the Assets Under Management fall below the Funds Capacity Benchmark, then, if and when such investor re-invests in the Funds or otherwise invests assets with BEM, those assets will be additive to the Employee’s termination calculation of the Regular Base Asset Amount. The Purchaser hereby agrees that it will not participate in fees paid to the Company or proposed to be conducted BEM by the Employer separately managed accounts or Single Investor Funds that exist at the time of such terminationthe Closing, as set forth in Section 7.6(d) of the Company’s Disclosure Letter, and, subject to the terms of this Section 7.6(d), it will not participate in fees paid to the Company or BEM by separately managed accounts or Single Investor Funds of at least ten million ($10,000,000) entered into in the future by BEM, it being understood that except as provided in clause (ii) divert to any competitor of the Employer first sentence of this Section 7.6(d), such separately managed accounts and Single Member Funds shall be limited to the entities listed in the Designated Industry any business opportunity Section 7.6(d) of the EmployeeCompany Disclosure Letter. (e) Upon the liquidation or otherwise closing of a Fund as a result of a decision by Seller to retire, or if he otherwise decides to cease to be actively engaged in managing the operations of BEM or the Funds, the Seller agrees that if, within five (iii5) solicit years of such Fund’s closing, he subsequently engages, either directly or encourage any officerindirectly, employeeas a principal, employee or solely or jointly with others, or consultant organizes or otherwise advises, for others another fund or investment vehicle or account of substantially the same investment style as the Funds, the Purchaser will be granted the same voting, economic and other rights flowing from such other fund or investment vehicle or account as though it was the Funds. (f) The Seller acknowledges that the Purchaser is relying on the good faith efforts of the Employer Seller to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to operate BEM and the Funds. If any provision contained in this Section 7.6 shall for any reason be bound by the held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of Section, but this Section 8 will shall be determined to be invalid or unenforceableconstrued as if such invalid, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not been included permitted by Applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under Applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such Applicable Law. The Seller acknowledges that the Purchaser would be irreparably harmed by any such breach of this Section and that there would be no adequate remedy at law or in damages to compensate the Purchaser for any such breach. The Seller agrees that the Purchaser shall be entitled to injunctive relief requiring specific performance by the Seller of this Section, and the Seller consents to the entry thereof.

Noncompetition. During Subject to the term hereof provisions of Schedule 11(i) of this Agreement as it relates to ▇▇▇▇▇ only, it is agreed as set forth herein. (a) Each Seller agrees and consents that there exists valid and sufficient consideration that during the period Employee receives payments under Section 6(eNoncompetition Period (as defined below), the Employee such Seller will not (i) engage not, directly or indirectly, alone or in any manner willfully (whether as a shareholder, partneran owner, officer, director, employee partner, manager, employee, independent contractor, consultant or consultant of otherwise): (i) engage or participate in any other company or entity to the actual knowledge of Seller engaged in or planning to engage in the Business in the United States; or (ii) solicit, place, market, service, accept, aid, consult or do business organizationwith any customer or account of Selectrans that has done business with Selectrans within the past twelve months, with respect to the Business within the United States, except for the benefit of the Purchaser. (b) Each Seller agrees that during the Noncompetition Period, such Seller will not, directly or indirectly, in any business activities which manner willfully (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationwhether as an owner, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employeeofficer, or (iii) solicit or encourage any officerdirector, partner, manager, employee, independent contractor, consultant or otherwise), solicit for employment or other services or employ or engage as a consultant or otherwise any then current employee, supplier and/or vendor of the Employer Purchaser. (c) At all times during the Noncompetition Period, each Seller agrees not to leave its employ for employment by willfully disparage, denigrate or with derogate in any competitor way, directly or indirectly, the Purchaser or the Business. In addition, each Seller unconditionally agrees not to willfully take any action intended to disturb or disrupt the conduct of the Employer in Business by the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude Purchaser during the Employee from owning less than 5% Noncompetition Period. (d) For purposes hereof, the “Noncompetition Period” shall mean the mean the three year period commencing on the Effective Date and ending on the third anniversary of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinEffective Date.

Noncompetition. During The Executive agrees that during the term hereof of this Agreement and during any extension thereof, and for a period of two (2) years after the period Employee receives payments under Section 6(e)Company ceases to pay the Executive any compensation pursuant to the terms of this Agreement, the Employee will not (i) engage Executive shall not, unless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, directly or indirectly: (a) solicit business from or perform services for, alone any person, company or other entity which at any time during the Executive's employment by the Company is a client or customer of the Company if such business or services are of the same general character as a shareholderthose engaged in or performed by the Company; (b) solicit for employment or in any other fashion hire any of the employees of the Company; (c) own, partnermanage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee employee, partner, principal, agent, representative, consultant or consultant otherwise with any business or enterprise engaged in the business of debt collection or any other business organization, engaged in by the Company or any of its affiliates in all those geographic areas in which the Company or any of its affiliates does business; (d) use or permit his name to be used in connection with any business activities which (A) relate to or enterprise engaged in the economy motel business (the “Designated Industry”) and (B) were either conducted of debt collection or any other business engaged in by the Employer prior Company or any of its affiliates in all those geographic area in which the Company or any of its affiliates does business; or (e) use the name of the Company or any name similar thereto, but nothing in this clause shall be deemed, by implication, to the Employee’s termination authorize or proposed to be conducted by the Employer at the time permit use of such termination, (ii) divert to any competitor name after expiration of the Employer in period covered by this paragraph. In the Designated Industry event that any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not paragraph should ever be entitled adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any compensation from jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined maximum time, geographic, service or product limitations permitted to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinapplicable law.

Noncompetition. 17.1 During the term hereof of his employment with the Company, Employee shall comply with his fiduciary obligations as an officer of the Company, and during shall comply with the restrictions contained in Section 4. 17.2 During the term of his employment with the Company and for a period of two years thereafter, Employee receives payments under Section 6(eshall not, without the written consent of the Company (which consent shall not be unreasonably withheld), the Employee will not (i) engage participate in or perform services, whether directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, owner, partner, agent, consultant, lessor, creditor or consultant otherwise, for any person, or entity engaged in the same or similar business as the Company or any of the Employer Company's affiliates or subsidiaries is engaged in at any time during the term of this Agreement and that provides products or services of the type provided by the Company or any of its affiliates or subsidiaries to leave its employ any person or entity located in the states of Washington, Oregon or Idaho that was a customer of the Company while Employee was employed by the Company. 17.3 During the term of his employment with the Company and for a period of two years thereafter, Employee shall not, directly or indirectly: solicit for employment by or with any competitor employee of the Employer Company; attempt to persuade or entice any employee of the Company to terminate his or her employment; or persuade or attempt to persuade, any person or company to terminate, cancel, rescind or revoke its business or contractual relationships with the Company. 17.4 Employee agrees that damages for breach of the covenants contained in the Designated Industrythis Section would be difficult to determine and therefore agrees that these provisions may be enforced by temporary or permanent injunction. The Employee’s noncompetition obligations hereunder will right to such injunctive relief shall be in addition to and not preclude the Employee from owning less than 5% of the common stock in place of any publicly traded corporation conducting business activities other remedies to which the Company may be entitled. Employee agrees that any profits made or benefits obtained by Employee in violation of his obligations under this Section shall be held by Employee in constructive trust for, and shall be promptly paid to, the Designated Industry. The Company. 17.5 Employee will continue to be bound by agrees that the provisions of this Section 8 until their expiration and will not be entitled to are reasonable. However, if any compensation from the Employer with respect thereto. If at court of competent jurisdiction determines that any time the provisions of provision within this Section 8 will be determined to be invalid or unenforceableis unreasonable in any respect, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees Parties intend that this Section 8 as so amended will should be valid and binding as though any invalid or unenforceable provision had not been included hereinenforced to the fullest extent allowed by such court.

Noncompetition. During the term hereof Employment Period and during for a period of two years following the Date of Termination (such period Employee receives payments under Section 6(enot to include any period(s) of violation or period(s) of time required for litigation to enforce the covenants set forth in this subparagraph 7(g)), Executive shall not, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, other than on behalf of the Employee will Company or its respective subsidiaries and affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that provides products or services competitive with those offered or sold by the Company and/or its subsidiaries or affiliates anywhere in the United States in Canada or in any country in which the Company sells its products or provides services (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (i5%) engage directly of the voting securities of any company engaged in the Business (so long as Executive has no power to manage, operate, advise, consult with or indirectlycontrol the competing enterprise and no power, alone or as in conjunction with other affiliated parties, to select a shareholderdirector, manager, general partner, officeror similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded Executive in connection with any permissible equity ownership). Provided, directorfurther, employee or consultant of any other business organization, that nothing herein shall prohibit Executive from becoming employed by a competitor in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination area, division or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor segment of the Employer competitor’s business that does not compete in any way with the Designated Industry any business opportunity of Company, its affiliates or subsidiaries, provided that Executive fully complies with the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinterms hereof.

Noncompetition. During a. The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the term hereof and Company, he will not during the period Employee receives payments under Section 6(e)Employment Period participate in, the Employee will not (i) engage be employed in any capacity by, serve as director, consultant, agent or representative for, or have any interest, directly or indirectly, alone in any enterprise that is engaged in the business of distributing, selling or otherwise trading in products or services that are competitive to any products or services distributed, sold or otherwise traded in by the Company or any of its subsidiaries during the term of the Executive’s employment with the Company, or which are competitive to any products or services being actively developed, with the bona fide intent to market same, by the Company or any of its subsidiaries during the term of the Executive’s employment with the Company. In addition, the Executive agrees, if he is employed by the Company as of December 31, 2007, that for a shareholderperiod of two years after the end of the Employment Period (unless the Company materially breaches the terms of this Agreement or fails to pay to the Executive all sums due him under the terms hereof, partnerin which event the following shall be inapplicable), officerthe Executive shall observe the covenants set forth in this Section 15 and shall not own, directoreither directly or indirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, employee a greater than five percent (5%) interest in, or consultant otherwise control either directly or indirectly, any partnership, corporation, or other entity which distributes, sells, or otherwise trades in computer network security products or other products which are competitive to any products or services being developed, distributed, sold, or otherwise traded in by the Company or any of its subsidiaries, during the Employment Period, or being actively developed by the Company or any of its subsidiaries during the Employment Period with a bona fide intent to market same. Executive further agrees, for such two-year period following the Termination Date to refrain from directly or indirectly soliciting Company’s vendors, customers or employees. b. The Executive hereby agrees that damages and any other business organization, in remedy available at law would be inadequate to redress or remedy any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted loss or damage suffered by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to Company upon any competitor breach of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions terms of this Section 8 until their expiration 15 by the Executive, and will not be entitled the Executive therefore agrees that the Company, in addition to recovering on any compensation from claim for damages or obtaining any other remedy available at law, also may enforce the Employer with respect thereto. If at any time terms of the provisions of this Section 8 will be determined to be invalid 15 by injunction or unenforceablespecific performance, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or may obtain any other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinappropriate remedy available in equity.

Noncompetition. During (a) Executive agrees, for the term hereof Non-Competition Period (as defined in Section 5(b)), that he shall not, in the States of New Jersey and New York and in any other area in the United States in which the Company conducts its business, during the Non- Competition Period (or for such lesser area or such lesser period Employee receives payments under Section 6(eas may be determined by a court of competent jurisdiction to be a reasonable limitation on the competitive activity of Executive), the Employee will not directly or indirectly: (i) engage directly engage, for or indirectly, alone on behalf of himself or any person or entity other than the Company in the business of the Company as conducted during the Non-Competition Period (the "Business"); (ii) solicit or attempt to solicit business for services offered by the Company from any parties who are clients of the Company during the Non-Competition Period or to whom the Company makes proposals for services during the Non- Competition Period; (iii) otherwise divert or attempt to divert from the Company any business involving the Business during the Non-Competition Period; (iv) solicit or attempt to solicit for any business endeavor any employee of the Company; or (v) render any services as a shareholderjoint venturer, partner, officer, director, employee consultant or consultant of any other business organization, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employeeotherwise to, or (iii) solicit have any interest as a stockholder, partner, member, lender or encourage otherwise in, any officerperson or entity which is engaged in activities which, employeeif performed by Executive, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industrywould violate this Section 5. The Employee’s noncompetition obligations hereunder will foregoing shall not preclude the Employee prevent Executive from purchasing or owning less than (i) up to 5% of the common stock voting securities of any publicly traded corporation conducting business activities corporation, the securities of which are publicly-traded, or (ii) any interest in any entity which is not also engaged in the Designated IndustryBusiness. The Employee will continue Executive shall, during the Term, direct any business opportunities relating to the Business that may come to his attention to the Company. References to the Company in this Section 5 shall also be bound by deemed to refer to their respective divisions and subsidiaries. (b) For the provisions purposes of this Section 8 until their expiration and will not be entitled to any compensation Agreement, the "Non- Competition Period" means, from the Employer with respect thereto. If at any time Effective Date until the provisions fifth anniversary of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereindate.

Noncompetition. During (a) To preserve the term hereof goodwill associated with the Business and during the period Employee receives payments under Section 6(e)for other good and valuable consideration, the Employee receipt of which is hereby acknowledged, Executive hereby covenants and agrees that he will not (i) engage not, directly or indirectly, alone during the Covenant Period: i. engage in, continue in or carry on any business that competes with the Business; ii. own or control any financial interest in any Conflicting Organization (as defined below) (other than as a shareholderholder of not more than five percent (5%) of the combined voting power of the outstanding stock of a publicly-traded company); iii. consult with, partneradvise or assist in any way, officerwhether or not for consideration, directorany Conflicting Organization in any respect, employee including, but not limited to, advertising or consultant otherwise endorsing the products of any other business organization, such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; or engaging in any form of business activities transaction on other than an arm's-length basis with any such entity; or iv. engage in any practice the purpose of which (A) relate is to evade the economy motel business (provisions of this covenant not to compete. The parties agree that the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor geographic scope of the Employer in foregoing covenants not to compete shall extend throughout the Designated Industry any business opportunity entire world. In the event a court of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by competent jurisdiction determines that the provisions of this Section 8 until their expiration and will 7 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be entitled to affected, but shall remain in full force and effect, and any compensation from such over broad provisions shall be deemed, without further action on the Employer with respect thereto. If at part of any time the provisions of this Section 8 will be determined person, to be invalid or unenforceablemodified, by reason of being vague or unreasonably as amended and/or limited, but only to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended the extent necessary to only such area, duration and scope of activity as will be determined to be reasonable render the same valid and enforceable by in such jurisdiction. Executive hereby acknowledges that the court foregoing provisions are reasonable. (b) As used herein, i. The term "Conflicting Organization" means any person (including Executive as sole proprietor), entity, corporation, partnership, joint venture or other body having jurisdiction over organization, or the matterpart or division of any diversified organization, engaged in or planning or attempting to become engaged in the Business. Without limitation, Symbol Technologies, Inc.; Metrologic Instruments Inc.; Telxon Corporation; ▇▇▇▇▇ ▇▇▇▇▇ Data Collection, Inc./Hand Held Products Inc.; Intermec Technologies Corp. (UNOVA); Teklogix Corp. and any subsidiary, joint venture or affiliate of any of the Employee agrees that this Section 8 as so amended will foregoing shall each be valid and binding as though any invalid or unenforceable provision had not been included hereindeemed a Conflicting Organization.

Noncompetition. During The "Noncompete Period" shall be the term hereof Term plus the one (1) year period immediately following termination of the Executive's employment with the Company irrespective of the reason for, or circumstances surrounding, such termination. In consideration for the compensation payable to the Executive pursuant to this Agreement, including without limitation the stock options and Restricted Stock granted to the Executive hereunder, during the period Employee receives payments under Section 6(e)Noncompete Period, the Employee Executive will not (i) engage directly directly, or indirectly, alone or whether as a shareholder, partner, an officer, director, employee or consultant of any other business organizationstockholder, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationpartner, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employeeproprietor, or (iii) solicit or encourage any officerassociate, employee, consultant, representative or consultant otherwise, become, or be interested in or associated with any other person, corporation, firm, partnership or entity, engaged to a significant degree in (x) developing, manufacturing, marketing or selling enzymes, protein-based biopharmaceuticals or other pharmaceuticals that are modified using polyethylene glycol ("PEG"), (y) developing, marketing or selling single-chain antigen-binding proteins or (z) any specific technology or specific area of business in which the Company becomes involved to a significant degree during the Term. For purposes of the Employer preceding sentence, to leave its employ for employment determine whether any entity is engaged in such activities to a "significant degree", comparison will be made to the Company's operations at that time. In other words, an entity will be deemed to be engaged in an activity to a significant degree if the number of employees and/or amount of funds devoted by or with such entity to such activity would be material to the Company's operations at that time. The Executive is hereby prohibited from ever using any competitor of the Employer Company's proprietary information or trade secrets to conduct any business, except for the Company's business while the Executive is employed by the Company as provided in the Designated IndustrySection 5(b) hereof. The Employee’s noncompetition obligations hereunder will not preclude provisions contained in this Section 5(a) shall survive the Employee from owning less than 5% termination of the common stock Executive's employment pursuant to Section 9 hereof or otherwise. In the event the Executive breaches any of any publicly traded corporation conducting business activities the covenants set forth in this Section 5(a), the Designated Industry. The Employee will continue to running of the period of restriction set forth herein shall be bound by tolled for the provisions period during which the breach exists and recommence upon the Executive's compliance with the terms of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein5(a).

Noncompetition. (a) During the term hereof and during Noncompetition Period, no Founder will, directly or indirectly, or as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any Person, other than the period Employee receives payments under Section 6(e)Surviving Corporation, the Employee will not (i) engage directly in or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of assist any other business organization, Person to engage in any business activities which Covered Business or provide services (Awhether as an employee, contractor, agent or otherwise) relate or assist any other Person to provide services to a Covered Entity anywhere in the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationCovered Area, (ii) divert solicit or endeavor to any competitor entice away from the Surviving Corporation, or offer employment or a consulting position to, hire or otherwise interfere with the business relationship of the Employer in Surviving Corporation with, any Person who is, or was within the Designated Industry any business opportunity one-year period prior thereto, an employee of or consultant to the EmployeeSurviving Corporation, or (iii) solicit or encourage endeavor to entice away from the Surviving Corporation, endeavor to reduce the business conducted with the Surviving Corporation by, or otherwise interfere with the business relationship of the Surviving Corporation with, any officerPerson who is, employeeor was within the one-year period prior thereto, a customer or client of, supplier, vendor or service provider to, or other Person having material business relations with, the Surviving Corporation; provided, however, nothing herein shall preclude any Founder from (i) performing his duties as an employee or consultant of the Employer to leave its employ Surviving Corporation or as a director for employment by or with any competitor business set forth on Schedule 4.7 of the Employer Company Disclosure Schedule to the extent the scope of the duties or the nature of the business conducted by such entity or its Affiliates does not materially change from that conducted as of the date hereof, or (ii) owning, directly or indirectly, (A) equity interests in any business set forth on Schedule 4.7 of the Company Disclosure Schedule provided the extent the nature of the business conducted by such entity or its Affiliates does not materially change from that conducted as of the date hereof, or (B) in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning aggregate less than 53% of any business (other than Covered Entity), whether or not such business constitutes a Covered Business, that is subject to the common stock reporting obligations of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue Securities Exchange Act of 1934, as amended, provided that such investment is passive and Founder does not provide services or advice to be bound by the provisions such entity or its Affiliates. (b) For purposes of this Section 8 until their expiration and will not be entitled to any compensation from 4.7, the Employer with respect thereto. If at any time following terms shall have the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.following meanings:

Noncompetition. During the term hereof The Employee hereby covenants and agrees that during the period Employee receives payments under Employment Period and after the Employment Period for the length of the applicable Severance Period if the Employment Period is terminated pursuant to section 6(d) (other than following a Change of Control) or for 18 months after the Employment Period if the Employment Period is terminated pursuant to section 6(c) due to the Disability of the Employee, pursuant to Section 6(d) following a Change of Control or pursuant to section 6(e) (the "Noncompete Period"), the Employee will not (i) engage he shall not, directly or indirectly, alone either individually or as a shareholderan employee, principal, agent, partner, officershareholder, directorowner, employee trustee, beneficiary, co-venturer, distributor, consultant, representative or consultant of in any other business organizationcapacity, participate in, become associated with, provide assistance to, engage in or have a financial or other interest in any business activities business, activity or enterprise which (A) relate to is competitive with the economy motel business (Company or any of its Affiliates or any successor or assign of the “Designated Industry”) and (B) were either conducted by Company or any of its Affiliates. The ownership of less than a one percent interest in a corporation whose shares are traded in a recognized stock exchange or traded in the Employer prior to the Employee’s termination or proposed to over-the-counter market, even though that corporation may be conducted by the Employer at the time of such termination, (ii) divert to any a competitor of the Employer Company or one of its Affiliates, shall not be deemed financial participation in a competitor. If the Designated Industry final judgment of a court of competent jurisdiction declares that any business opportunity of the Employee, term or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions provision of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be section is invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the parties agree that the court making the determination of invalidity or other body having jurisdiction over unenforceability shall have the matter; and power to reduce the Employee agrees that this Section 8 as so amended will be valid and binding as though scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision had not been included hereinwith a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. The term "indirectly" as used in this section and section 8 below is intended to include any acts authorized or directed by or on behalf of the Employee or any Affiliate of the Employee.

Noncompetition. During the term hereof and (a) Employee covenants that at all times during the period Employee receives payments under Section 6(e)of his employment and for a period of one year immediately following the termination thereof for any reason, he will not, without the Employee will prior written consent of Company, which consent shall not (i) engage directly or indirectlybe unreasonably withheld, alone or as for a shareholder, partner, officer, director, employee or consultant period of any other business organization, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time one year following his date of such termination, (ii) divert to either individually or in partnership or jointly or in conjunction with any competitor of the Employer in the Designated Industry any business opportunity of the Employeeperson as principal, or (iii) solicit or encourage any officeragent, employee, or consultant shareholder (other than by way of holding shares listed on a stock exchange in a number not exceeding five percent of the Employer outstanding class or series of shares so listed) or in any other manner whatsoever carry on, be engaged in, be concerned with or be 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 or concerned with or interested in, any business in competition with the business carried on by Company or any of its subsidiaries or affiliates. (b) Employee hereby covenants and agrees that, at all times during the period of his employment and for a period of one year immediately following the termination thereof for any reason, Employee shall not employ or seek to employ any person employed at that time by Company or any of its subsidiaries or its affiliates who is engaged in or concerned with or interested in, any business in competition with the business carried on by Company or any of its subsidiaries or affiliates, or otherwise encourage or entice such person to leave its employ for employment such employment. (c) Employee hereby covenants and agrees that to the extent that he receives compensation or benefits from other employment, the payments to be made and the benefits to be provided by the Company shall, to the extent permitted under applicable law, be correspondingly reduced, if such compensation or with any competitor benefits are earned through competing activity as defined in this Section 7. (d) It is the intention of the Employer parties hereto that the restrictions contained in this Section 7 be enforceable to the Designated Industryfullest extent permitted by applicable law. The Employee’s noncompetition obligations hereunder will not preclude Therefore, to the Employee from owning less than 5% extent any court of competent jurisdiction shall determine that any portion of the common stock of any publicly traded corporation conducting business activities foregoing restrictions is excessive, such provision shall not be entirely void, but rather shall be limited or revised only to the extent necessary to make it enforceable. (e) Employee confirms that all restrictions in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be 7 are reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinall defenses to the strict enforcement thereof by Company are hereby waived by Employee.

Noncompetition. During (a) For a period of five years from and after the term hereof and during the period Employee receives payments under Section 6(eClosing Date, neither Seller nor UCH shall, directly or indirectly (including by affiliation or “virtual merger” with another Person), and UCH shall use its best efforts to cause the Employee will Foundation and the University and its Affiliates not to, in any capacity: (i) engage directly own, lease, manage, operate, control, participate in the management or indirectlycontrol of, alone be employed by, or as a shareholder, partner, officer, director, employee maintain or consultant of continue any other business organization, interest whatsoever in any business activities which (A) relate to hospital, outpatient surgery center, diagnostic imaging facility, or similar facility, within a 7 ½ -mile radius of the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, Hospital; or (ii) divert employ or solicit the employment of any Hired Employee unless (X) such employee resigns voluntarily (without any solicitation from Seller, the Foundation, UCH or any of their Affiliates), (Y) Buyer consents in writing to any competitor of the Employer in the Designated Industry any business opportunity of the Employeesuch employment or solicitation, or (Z) such employee is terminated by Buyer after the Closing Date; or (iii) solicit Take any affirmative act with the sole intent of causing any Person (including any physician employee or encourage medical staff member) to terminate any officerContract for the provision or arrangement of health care services from the Hospital. (b) Notwithstanding the foregoing: (i) the Foundation shall be permitted at any time and from time to time to make grants to not-for-profit health care providers; (ii) UCH may continue to hold its equity interest in Buyer, employeewhich the parties acknowledge is not an Affiliate of UCH subject to the limitations of this Section, or consultant and to the extent permitted by the Shareholders’ Agreement, may engage in any healthcare business that is first offered to Buyer and in which Buyer does not elect to engage; (iii) UCH and its Affiliates (other than Seller) may continue to own and operate the hospitals and other healthcare businesses owned and operated by such Persons at the locations specified in Schedule 4.5 and in substantially the same manner and locations that they are owned and operated as of the Employer to leave its employ Effective Date; (iv) UCH may advertise generally for employment by or with any competitor opportunities and issue other notices of employment opportunities to the public at large and employ Hired Employees who accept offers of employment pursuant to such general advertisements and public notices; and (v) UCH may continue to participate in managed care and similar employee and insurance health plans serving healthcare consumers in the primary and secondary market areas of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of Hospital. (c) Seller and UCH acknowledge that any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions remedy at law for any breach of this Section 8 until their expiration would be inadequate and will not be entitled consent to the granting by any compensation from court of an injunction or other equitable relief, without the Employer with respect thereto. If at any time the provisions necessity of actual monetary loss being proved, in order that a breach or threatened breach of this Section 8 will may be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereineffectively enjoined.

Noncompetition. During (a) For a period of __ months after (the term hereof and during Participant is no longer employed (for any reason whatsoever) by the period Employee receives payments under Section 6(e)Company, the Employee Participant will not not, without the prior written consent of an authorized officer of the Company, (ia) engage directly or indirectly, alone indirectly engage in or (b) assist or have any active interest in (whether as a shareholderproprietor, partner, stockholder, officer, directordirector or any type of principal whatsoever; provided that ownership of not more than 2% of the outstanding stock of a corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest), employee or (c) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any other business organizationproduct that competes with or is similar to any product manufactured, sold or under development by the Company at any time while the Participant was employed by the Company, in any business activities area of the world in which (A) relate such product is, at the time the Participant ceases to be employed, manufactured or sold by the Company; provided that this restriction shall apply only with respect to the economy motel business (products with whose development, manufacture, or sale the “Designated Industry”) and (B) were either conducted by Participant was concerned or connected with in any way during the Employer __-month period immediately prior to the Employee’s termination or proposed Participant ceasing to be conducted by the Employer at the time of such termination, (ii) divert to any competitor an employee of the Employer in Company. (b) The Participant hereby acknowledges and confirms that the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant Company extends throughout substantial areas of the Employer to leave its employ for employment by or with any competitor world. During the course of the Employer in Participant’s employment with the Designated Industry. The EmployeeCompany, the Participant’s noncompetition obligations hereunder will not preclude involvement with the Employee from owning less than 5% business of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably Company may vary as to products and geographic area. It is the Company’s practice to enforce this noncompetition covenant only to the extent necessary to protect the Company’s legitimate interests commensurate with the Participant’s involvement with the business of the Company during the Participant’s employment, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees Participant acknowledges and confirms that the Company may enforce this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinnoncompetition covenant consistent with such practice.

Noncompetition. During (a) Except as otherwise contemplated by this Agreement, for a period of five years following the term hereof and during First Closing Date (the period Employee receives payments under Section 6(e"Designated Period"), the Employee will Seller shall not, and shall cause its Affiliates, not (i) engage to, directly or indirectly, alone own, manage, operate, control or as a shareholderparticipate in the ownership, partnermanagement, officeroperation or control (or derive, directorreceive or participate, employee directly or consultant indirectly, in the profits or other material economic benefits) of any business, whether in corporate, proprietorship or partnership form or otherwise (including joint ventures, co-marketing arrangements, alliances and other business organizationsimilar relationships), engaged in issuing, selling or marketing "pre-need" insurance, annuity or trust products or other final expense planning products (a "Seller Restricted Business"); provided, however, that the restrictions contained in this Section 4.9(a) shall not restrict Seller from performing its obligations under the FFSB Agreement or the TCP Agreement or any business other activities which (A) relate relating to insurance policies issued under the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer TCP Program of Seller prior to the Employee’s termination First Closing Date and shall not restrict the acquisition by Seller or proposed to be conducted by the Employer at the time any of such terminationits Affiliates, (ii) divert to any competitor directly or indirectly, of less than five percent of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common outstanding capital stock of any publicly traded corporation conducting business activities company engaged in the Designated Industrya Seller Restricted Business. The Employee parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will continue be inadequate and that Buyer, in addition to be bound by the provisions of this Section 8 until their expiration and will not any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any compensation from bond whatsoever. (b) For a period of two years following the Employer First Closing Date, Seller shall not, and shall cause its Subsidiaries not to, (i) hire any person who has entered into an employment agreement or management contract with respect thereto. If Buyer on or prior to the Closing Date; or (ii) solicit for employment any person in the employ of the Company or any Company Subsidiary; provided, however, the above clause will not prohibit (x) any general solicitation of employment not specifically directed toward employees of the Company or any Company Subsidiary or (y) any employee terminated by Buyer or any of its Affiliates. (c) Except as otherwise contemplated by this Agreement, during the Designated Period, Buyer shall not, and shall cause its Affiliates, not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control (or derive, receive or participate, directly or indirectly, in the profits or other material economic benefits) of any business, whether in corporate, proprietorship or partnership form or otherwise (including joint ventures, co-marketing arrangements, alliances and other similar relationships), engaged in manufacturing, designing, marketing or selling funeral caskets, cremation containers and urns and similar vessels or containers, and software products and consulting services related to "at any time need" funeral ceremonial services or grief counseling (a "Buyer Restricted Business"); provided, however, that the provisions of restrictions contained in this Section 8 4.9(c) shall not restrict Buyer from performing its obligations under the TCP Agreement and shall not restrict the acquisition by Buyer or any of its Affiliates, directly or indirectly, of less than five percent of the outstanding capital stock of any publicly traded company engaged in a Buyer Restricted Business. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be determined inadequate and that Seller, in addition to any other relief available to it, shall be invalid entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or unenforceableposting any bond whatsoever. (d) For a period of two years following the First Closing Date, Buyer shall not, and shall cause its Affiliates not to, solicit for employment any employee of Seller or any of its Subsidiaries earning a base salary of more than $50,000 per year as of the First Closing Date; provided, however, the above clause will not prohibit (x) any general solicitation of employment not specifically directed toward employees of Seller or any of its Subsidiaries or (y) any employee terminated by reason Seller or any of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinits Subsidiaries.

Noncompetition. (a) During the term hereof and during the period Employee receives payments under Section 6(e)Term of this Agreement, the Employee will not Company agrees to provide the Executive with continued access to Confidential Information, including Confidential Information regarding refinements in the Company's proprietary technologies and strategic planning for new products and refinements to existing products and attendance at the training programs conducted by the Company regarding sales and marketing and underwriting and purchasing of new and existing products. (b) As an inducement for the Company's agreement in Section 2.3(a) and in exchange for the other consideration provided by the Company under this Agreement, for a period of twelve (12) months from the last day of the Term: (i) engage the Executive shall not, directly or indirectly, alone engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend her name or any similar name to, lend her credit to, or render services or advice to, (A) any business that is involved in the design, manufacturing, marketing, distribution or sale of ergonomic chairs and other office products (the "BUSINESS") in any foreign country or state in the United States where (as a shareholderof the end of the Term) the Company or any Affiliate is engaged in the Business, partneror where the Executive has been involved in strategic planning on behalf of the Company or any Affiliate to do the Business; PROVIDED, officerHOWEVER, directorin each case, employee that the Executive may purchase or consultant otherwise acquire up to (but not more than) five percent of any class of securities of any 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 Securities Exchange Act of 1934. The Executive agrees that this covenant is reasonable with respect to its duration, geographical area, and scope and that her skills and experience will allow her to earn a substantial income while still abiding by the restrictions contained in this Agreement; (ii) the Executive shall not, directly or indirectly, either for herself or any other business organizationPerson; (A) induce or attempt to induce any employee of the Company or any Affiliate to leave the employ of the Company or any Affiliate; (B) in any such way interfere with the relationship between the Company or any Affiliate and any employee thereof; (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, in any business activities which (A) relate to engaged in the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationBusiness, (ii) divert to any competitor employee of the Employer in the Designated Industry Company or any Affiliate; or (D) induce or attempt to induce any customer, supplier, licensee, or business opportunity relation of the EmployeeCompany or any Affiliate to cease doing business with the Company or any Affiliate, or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of the Company or any Affiliate; and (iii) the Executive shall not, directly or indirectly, either for herself or any other Person, solicit the business of any Person known to the Executive to be a customer or encourage any officer, employee, or consultant potential customer of the Employer Company (meaning a Person with which the Company has contacted or has developed plans to leave its employ for employment by contact regarding establishing a customer relationship) or any Affiliate, whether or not the Executive had personal contact with any competitor such Person, with respect to products, services or other business activities which compete in whole or in part with the products, services or other business activities of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% Company or any Affiliate of the common stock of any publicly traded corporation conducting business activities in Company; and (c) the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If Executive shall not, at any time during or after the provisions Term, disparage the Company or any Affiliate, or any of this Section 8 will be determined to be invalid their respective partners, shareholders, directors, officers, employees, or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinagents.

Noncompetition. During Except as may otherwise be approved by the term hereof and Board, during the period Employment Period, Employee receives payments under Section 6(e)shall not have any ownership interest (of record or beneficial) in, or perform services as an employee, salesman, consultant, officer or director of, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United States and/or any foreign country in a business which competes directly or indirectly (as determined by the Board) with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Employee will not (i) engage may own, directly or indirectly, alone or solely as a shareholderan investment, partner, officer, director, employee or consultant securities of any other business organizationentity if Employee (x) is not a controlling person of, in or a member of a group which controls, such entity; or (y) does not, directly or indirectly, own ten percent (10%) or more of any business activities which (A) relate class of securities of any such entity. Subject to the economy motel business (terms of the “Designated Industry”) Proprietary Information and (B) were either conducted Inventions Agreement referred to in Section 6(b), nothing in this Agreement shall preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with his or her duties to the Company, as determined in good faith by the Employer prior to Board, the Employee’s termination CEO or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated IndustrySupervising Officer. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended he or she will be valid not join any boards, other than community and binding as though any invalid civic boards (which do not interfere with his or unenforceable provision had not been included hereinher duties to the Company), without the prior approval of the Board, the CEO or the Supervising Officer.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(eRestriction Period (as defined below), the Employee will not (i) engage shall not, directly or indirectly, alone or : (a) serve as a shareholder, partner, an officer, director, employee partner, employee, consultant, service provider, agent, representative, supplier, advisor or consultant manager of any a firm, partnership, corporation, limited liability company or other business organizationlegal entity, in any business activities which (A) or provide a service, if the services to be provided by Employee relate to the economy motel business enterprise resource planning (comprised of activities related to items such as CRM, financials, human resources, or SFA, etc.) applications management services (the “Designated IndustryRestricted Businesses”); or (b) and be or become an officer, director, shareholder, owner, affiliate, salesperson, co-owner, partner, trustee, promoter, technician, engineer, analyst, employee, agent, representative, supplier, consultant, advisor or manager of or to, or otherwise acquire or hold any interest in, any person or entity that competes in the markets for the Restricted Business; provided, however, that nothing in this Section 2 shall prevent Employee from owning as a passive investment less than 2% of the outstanding shares of the capital stock of a publicly-held company if (Bi) were either conducted by such shares are actively traded on the Employer prior to New York Stock Exchange or the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationNasdaq National Market, (ii) divert to Employee is not otherwise associated directly or indirectly with such corporation or any competitor affiliate of the Employer in the Designated Industry any business opportunity of the Employee, or such corporation and (iii) solicit or encourage Employee does not otherwise violate the restrictions herein. If any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled 2 as applied to any compensation from the Employer with respect thereto. If at part or to any time the provisions of this Section 8 will circumstances shall be determined adjudged by a court to be invalid or unenforceableunenforceable because of the duration thereof or the area covered thereby, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable all parties agree that the court is hereby directed by the court or other body having jurisdiction over parties to make such modifications to the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinprovision, or such portion thereof, as are necessary to make such provision, or portion thereof, enforceable to the maximum extent permitted under applicable law and to most nearly as possible achieve the intention of this Agreement.

Noncompetition. During For the term hereof and during the period Employee receives payments under Section 6(eRestricted Period (as defined below), the Employee Executive will not (i) engage not, without ProLogis’s prior written consent, directly or indirectly, for Executive’s own account or for or on behalf of any other person or entity, whether alone or as a shareholderprincipal, partneragent, officer, director, employee employee, partner, employer, consultant, investor, or consultant of otherwise: (a) engage or participate in, assist in the management of, provide advisory or other services to, own any stock or any other ownership interest in, or make any financial investment in any business organizationor entity which is Competitive with ProLogis (as defined below) or purchase any property which could reasonably be used to provide or develop a business that is Competitive with ProLogis; or (b) solicit or attempt to hire or employ, in any business activities which fashion (Awhether as an employee, independent contractor or otherwise), any employee of ProLogis or its affiliates, or solicit or induce, or attempt to solicit or induce, any of ProLogis’s or its affiliates’ employees, consultants, clients, customers, vendors, suppliers or independent contractors to terminate their relationship with ProLogis and/or its affiliates; provided, however, that Executive shall not be considered to have violated this paragraph 4(b) relate if a subsequent employer of Executive engages in any activity prohibited by this paragraph without Executive’s participation. For purposes of the preceding sentence, Executive shall be considered to have “participated” in an action if he personally engages in the prohibited activity or if his employer engages in a prohibited activity and Executive has knowledge of it and personally engages in the prohibited activity, including by providing advice, guidance or a referral relating to the economy motel business prohibited activity. (the “Designated Industry”c) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions For purposes of this Section 8 until their expiration Agreement, (i) For purposes of paragraph 4(a), the term “Restricted Period” shall mean the period commencing on the Effective Date and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceableending on December 31, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein2006.

Noncompetition. During (a) For a period of __ months after a Participant is no longer employed (for any reason whatsoever) by the term hereof and during the period Employee receives payments under Section 6(e)Company, the Employee Participant will not not, without the prior written consent of an authorized officer of the Company, (ia) engage directly or indirectly, alone indirectly engage in or (b) assist or have any active interest in (whether as a shareholderproprietor, partner, stockholder, officer, directordirector or any type of principal whatsoever; provided that ownership of not more than 2% of the outstanding stock of a corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest), employee or (c) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any other business organizationproduct that competes with or is similar to any product manufactured, sold or under development by the Company at any time while the Participant was employed by the Company, in any business activities area of the world in which (A) relate such product is, at the time the Participant ceases to be employed, manufactured or sold by the Company; provided that this restriction shall apply only with respect to the economy motel business (products with whose development, manufacture, or sale the “Designated Industry”) and (B) were either conducted by Participant was concerned or connected with in any way during the Employer __-month period immediately prior to the Employee’s termination or proposed Participant ceasing to be conducted by the Employer at the time of such termination, (ii) divert to any competitor an employee of the Employer in Company. (b) The Participant hereby acknowledges and confirms that the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant Company extends throughout substantial areas of the Employer to leave its employ for employment by or with any competitor world. During the course of the Employer in Participant’s employment with the Designated Industry. The EmployeeCompany, the Participant’s noncompetition obligations hereunder will not preclude involvement with the Employee from owning less than 5% business of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably Company may vary as to products and geographic area. It is the Company’s practice to enforce this noncompetition covenant only to the extent necessary to protect the Company’s legitimate interests commensurate with the Participant’s involvement with the business of the Company during the Participant’s employment, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees Participant acknowledges and confirms that the Company may enforce this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinnoncompetition covenant consistent with such practice.

Noncompetition. During (a) The Seller agrees that for a period of three (3) full years from the term hereof and during Closing Date, neither it nor any of its Affiliates (other than the period Employee receives payments under Section 6(e), the Employee will not Principals) shall: (i) engage engage, either directly or indirectly, alone as a principal or for its own account or solely or jointly with others, or as a shareholder, partner, officer, director, employee stockholder in any corporation or consultant of any other business organizationjoint stock association, in any business activities which that competes with the Surviving Business as it exists on the Closing Date in the United States; provided that nothing herein shall prohibit the purchase or ownership of up to one percent (A1%) relate to of the economy motel business (outstanding stock of a publicly-traded company that competes with the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, Surviving Business; (ii) divert to employ or solicit any competitor employee, consultant or contractor employed by and/or affiliated with the Company as of the Employer in Closing Date, or any such person whose employment or affiliation with the Designated Industry any business opportunity Company has terminated within one (1) year of the Employee, or Closing Date; or (iii) solicit any customers, clients or encourage any officer, employeeaccounts of the Company as of the Closing Date, or consultant any former customer, client or account of the Employer to leave its employ Company. (b) If any provision contained in this Section 6.04 shall for employment by any reason be held invalid, illegal or with unenforceable in any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will respect, such invalidity, illegality or unenforceability shall not preclude the Employee from owning less than 5% of the common stock of affect any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the other provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of 6.04, but this Section 8 will 6.04 shall be determined to be invalid or unenforceableconstrued as if such invalid, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not been included permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 6.04 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller and Principals acknowledge that Buyer would be irreparably harmed by any breach of this Section 6.04 and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. The Seller agrees that Buyer shall be entitled to seek injunctive relief requiring specific performance by the Seller of this Section 6.04, and the Seller consents to the entry thereof if obtained.

Noncompetition. During the term hereof and during Restricted Period (as defined below) the period Employee receives payments under Section 6(eExecutive will not, without the Company’s prior written consent (which consent shall not be unreasonably withheld), directly or indirectly, for the Employee will not Executive’s own account or for or on behalf of any other person or entity, whether an officer, director, employee, partner, consultant, or otherwise: (ia) engage or participate in, directly or indirectly, alone or as a shareholderprincipal, partneragent, officeremployee, directoremployer, employee consultant, investor or consultant of partner of, or assist in the management of, or provide advisory or other services to, or own any stock or any other ownership interest in, or make any financial investment in, any business organizationor entity which is Competitive with the Company (as defined below) or purchase any property which could reasonably be used to provide or develop a business that is Competitive with the Company; or (b) solicit or attempt to hire or employ, in any business activities which fashion (Awhether as an employee, independent contractor or otherwise), any employee or independent contractor of the Company or the Subsidiaries, or solicit or induce, or attempt to solicit or induce, any of the Company’s or the Subsidiaries’ employees, consultants, clients, customers, vendors, suppliers or independent contractors to terminate their relationship with the Company and/or the Subsidiaries; or For purposes of this Agreement: (i) relate With respect to the economy motel business (subparagraph 9(a) above, the “Designated Industry”) and (B) were either conducted Restricted Period” means the period during which the Executive is employed by the Employer Company and, if the Executive’s Date of Termination occurs prior to the Employee’s December 31, 2007 other than on account of termination or proposed to be conducted by the Employer at Company for reasons other than Cause, the time period following the Executive’s Date of such terminationTermination and ending on December 31, 2007. (ii) divert With respect to any competitor subparagraph 9(b) above, the “Restricted Period” means the period during which the Executive is employed by the Company and, if the Executive’s Date of Termination occurs prior to December 31, 2008, the Employer in period following the Designated Industry any business opportunity Executive’s Date of the EmployeeTermination and ending on December 31, or 2008. (iii) solicit A business or encourage entity shall be considered “Competitive with the Company” if it engages in any officer, employee, or consultant of the Employer to leave businesses in which the Company or any of its employ affiliates engages, including the business of providing distribution facilities or services, the acquisitions of properties for employment by or with any competitor such purpose and the design of business strategies for such purpose. For purposes of the Employer portion of the Restricted Period following the Executive’s Date of Termination, the businesses in which the Company or any of its affiliates engages shall be determined as of the Executive’s Date of Termination. (iv) For periods after the Executive’s Date of Termination, a business entity shall not be considered “Competitive with the Company” (as defined in clause (iii) above) for purposes of this Agreement if it builds anything other than industrial warehouses or acquires property for purposes of developing anything other than industrial warehouses and the Executive’s investment in such business or entity does not exceed $10,000,000 with respect to any one transaction or $20,000,000 in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude aggregate for all transactions for the Employee from owning less than 5% portion of the common stock Restricted Period following his Date of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinTermination.

Noncompetition. During By and in consideration of the term hereof severance and during other benefits to be provided by the period Employee receives payments under Section 6(e)Company hereunder, the Employee will Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that for the three (3) year period following the Retirement Date, the Executive shall not (i) engage directly or indirectly, alone own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a shareholderconsultant, partnerany business which at any relevant time during said period directly or indirectly competes with the Company or any of its Affiliates in any country in which the Company does business. Notwithstanding the foregoing, officer, director, employee or consultant the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent (5%) of the issued and outstanding capital stock of any other business organizationpublicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company or its Affiliates to terminate employment or hire any such employee. The Executive agrees that, for a period of three years from the Retirement Date, unless specifically invited in writing by the Company, the Executive will not, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any business activities which way knowingly assist any person or group to effect or seek, offer or propose (Awhether publicly or otherwise) relate to effect, or cause or participate in, any transaction, solicitation of proxies or other action that may result in a Change in Control of the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationCompany, (ii) divert otherwise act, alone or in concert with others, to any competitor seek to control or influence the management, Board or policies of the Employer in Company (provided that transition and other services provided by the Designated Industry any business opportunity of Executive pursuant to the Employee, Employment Contract and consulting services provided by the Executive pursuant to the Consulting Agreement shall not violate this provision) or (iii) solicit enter into any discussions or encourage arrangements with any officerthird party with respect to any of the foregoing. The Executive also agrees during such period not to, employeeand to cause any person acting on behalf of or in concert with him not to, request the Company (or its directors, officers, employees or agents), directly or indirectly, (i) to amend or waive any provision of this paragraph (including this sentence), (ii) to invite the Executive, or consultant any person acting on behalf of or in concert with the Employer Executive, to leave its employ for employment by take or with propose to take any competitor of action described in this paragraph or (iii) to consent to the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock taking of any publicly traded corporation conducting business activities action described in the Designated Industry. The Employee will continue this paragraph or any proposal to be bound by the provisions of this Section 8 until their expiration and will not be entitled to take any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinaction.

Noncompetition. During (a) Except as otherwise provided in Section 6(e) below, during the term hereof of this Agreement and during for a period of one (1) year thereafter, Employee shall not, directly or indirectly, for his own account or for the period Employee receives payments under Section 6(e), the Employee will not benefit of any other person: (i) engage or participate in, or own any interest in, provide any financing for, perform any service for, or act in any other capacity for any business or organization which engages or participates, directly or indirectly, alone or as a shareholderin, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to or activity, that is competitive with the economy motel business (web hosting and related businesses of the “Designated Industry”) and (B) were either Company as conducted by the Employer prior to the Employee’s termination it during or proposed to be conducted by the Employer at the time termination of such termination, the Employment Term; (ii) divert employ, solicit for employment, or advise or recommend to any competitor other person that such other person employ or solicit for employment, any employee of the Employer in the Designated Industry any business opportunity of the Employee, or Company; (iii) solicit or encourage any officer, employeeinduce, or consultant in any manner attempt to solicit or induce, any customer of the Employer Company (A) to leave its employ for employment by cease being, or with any competitor prospective customer not to become, a customer of the Employer Company or (B) to divert any business of such customer from the Company; or (iv) otherwise interfere with, disrupt, or attempt to interfere with or disrupt the relationship, contractual or otherwise, between the Company and any of its customers, clients, suppliers, consultants, or employees. (b) Employee regards the restrictions contained in this Section as reasonable in scope, duration, and geographic territory and as designed to provide the Company with limited, legitimate, and reasonable protection against subsequent diminution of the value of the business of the Company attributable to any actions of Employee contrary to such restrictions. Employee acknowledges that irreparable damage would occur in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% event any of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration 6 were breached and will not accordingly agrees that the Company shall be entitled (without being required to prove damages or furnish any compensation from the Employer with respect thereto. If at any time bond or other security) to an injunction or injunctions to prevent breaches of the provisions of this Section 8 will 6, and shall be determined entitled to enforce specifically the provisions of this Section 6, in any court of the United States or any state thereof having jurisdiction, in addition to any other remedy to which the Company may be entitled under this Agreement or at law or in equity. It is the intent and understanding of the parties hereto that if, in any action before any court or governmental entity legally empowered to enforce the provisions of this Section 6, any term, restriction, covenant, or promise in this Section 6 is found to be invalid or unreasonable and for that reason unenforceable, then such term, restriction, covenant, or promise shall be deemed modified to the extent necessary to make it enforceable by reason such court or governmental entity. Further, during any period in which Employee is in breach of being vague or unreasonably as to areaany covenant contained in Section 6(a), duration or scope the time period of activity, such covenant shall be extended for an amount of time that Employee is in breach thereof. (c) The covenants of Employee contained in this Section 8 will be considered divisible 6 are ancillary to and will become independent of any other provision of this Agreement, and be immediately amended the existence of any claim or cause of action of Employee against the Company or any shareholder, director, or officer of the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to only such area, duration and scope of activity as will be determined to be reasonable and enforceable the enforcement by the court Company of the covenants of Employee contained in this Section 6. (d) The provisions of this Section 6 shall continue in effect notwithstanding termination or expiration of Employee's employment hereunder for any reason. (e) Nothing contained in this Section 6 shall be construed to prohibit Employee from investing in stock or other body having jurisdiction over securities listed on a national securities exchange or actively traded in the matter; over-the-counter market of any corporation or other entity engaged in a business or activity competitive with the business of the Company or any of its subsidiaries, provided that the Employee and the Employee agrees that this Section 8 as so amended will be valid members of his immediate family shall not, directly or indirectly, hold more than a total of one percent (1%) of all such shares of stock or other securities issued and binding as though any invalid or unenforceable provision had not been included hereinoutstanding.

Noncompetition. During the term hereof and (a) Employee covenants that at all times during the period Employee receives payments under Section 6(e)of his employment and for a period of one year immediately following the termination thereof for any reason, he will not, without the Employee will prior written consent of Company, which consent shall not (i) engage directly or indirectlybe unreasonably withheld, alone or as for a shareholder, partner, officer, director, employee or consultant period of any other business organization, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time one year following his date of such termination, (ii) divert to either individually or in partnership or jointly or in conjunction with any competitor of the Employer in the Designated Industry any business opportunity of the Employeeperson as principal, or (iii) solicit or encourage any officeragent, employee, or consultant shareholder (other than by way of holding shares listed on a stock exchange in a number not exceeding five percent of the Employer outstanding class or series of shares so listed) or in any other manner whatsoever carry on, be engaged in, be concerned with or be 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 or concerned with or interested in, any business in competition with the business carried on by Company or any of its subsidiaries or affiliates. (b) Employee hereby covenants and agrees that, at all times during the period of his employment and for a period of one year immediately following the termination thereof for any reason, Employee shall not employ or seek to employ any person employed at that time by Company or any of its subsidiaries or its affiliates who is engaged in or concerned with or interested in, any business in competition with the business carried on by Company or any of its subsidiaries or affiliates, or otherwise encourage or entice such person or entity to leave its employ for employment such employment. (c) Employee hereby covenants and agrees that to the extent that he receives compensation or benefits from other employment, the payments to be made and the benefits to be provided by the Company shall, to the extent permitted under applicable law, be correspondingly reduced, if such compensation or with any competitor benefits are earned through competing activity as defined in this Section 7. (d) It is the intention of the Employer parties hereto that the restrictions contained in this Section 7 be enforceable to the Designated Industryfullest extent permitted by applicable law. The Employee’s noncompetition obligations hereunder will not preclude Therefore, to the Employee from owning less than 5% extent any court of competent jurisdiction shall determine that any portion of the common stock of any publicly traded corporation conducting business activities foregoing restrictions is excessive, such provision shall not be entirely void, but rather shall be limited or revised only to the extent necessary to make it enforceable. (e) Employee confirms that all restrictions in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be 7 are reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinall defenses to the strict enforcement thereof by Company are hereby waived by Employee.

Noncompetition. During Employee acknowledges that Employee will have access to the term hereof and during the period Employee receives payments under Section 6(e)Confidential Information, the unauthorized use or disclosure of which would cause irreparable injury to the Company. In consideration for access to the Confidential Information, the Company's entering into this Agreement, the substantial compensation paid or to be paid to Employee will not by the Company, and the other benefits received by employee hereunder, Employee agrees as follows: i. during Employee's employment with the Company under this Agreement and for a period of one (i1) engage year after the resignation, discharge or otherwise, Employee shall not, directly or indirectly, alone or either as a shareholderan employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, employee director or consultant of in any other business organizationindividual or representative capacity, own, engage or participate in any business activities which (A) relate to that is in competition with the economy motel principal business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry Company or any business opportunity subsidiary of the Employee, Company (provided that ownership of five percent (5%) or (iii) solicit or encourage any officer, employee, or consultant less of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common voting stock of any publicly traded held corporation conducting business activities in shall not constitute a violation hereof) within the Designated Industrycontinental United States; and ii. The for a period of one (1) year after the date of termination of Employee's employment hereunder, whether by resignation, discharge or otherwise, Employee will continue shall not either directly or indirectly call on, solicit, or take away, or attempt to be bound call on, solicit, or take away any of the customers of the Company, either for himself or for any other person, firm, or corporation; and iii. for a period of one (1) year after the date of termination of Employee's employment hereunder, whether by resignation, discharge or otherwise, Employee shall not either directory or indirectly call on, solicit, or take away, or attempt to call on, solicit, or take away any of the provisions customers of this Section 8 until their expiration and will not be entitled to the Company, either for himself or for any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid other person, firm, or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereincorporation.

Noncompetition. During The Employee agrees that during the term hereof of this agreement and during the for a period Employee receives payments under Section 6(e)of one (1) year thereafter, the Employee will not (i) engage shall not, unless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, directly or indirectly: (a) solicit business from or perform services for, alone any persons, company or other entity which at any time during the Employee's employment by the Company is a client or customer of the Company if such business or services are of the same general character as a shareholderthose engaged in or performed by the Company; (b) solicit for employment or in any other fashion hire any of the employees of the Company; (c) own, partnermanage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee employee, partner, principal, agent, representative, consultant or consultant otherwise with any business or enterprise engaged in the business of designing, developing, and implementing Internet web site applications and strategies, or any other business organizationengaged in by the Company for which Employee had primary responsibility, in or any business activities which of its affiliates (Acollectively, the "Business") relate to the economy motel within a radius of 20 miles from Company's or any of Company's affiliates principal places of business (the “Designated Industry”"Restricted Area"); (d) and use or permit his name to be used in connection with, any business or enterprise engaged in the Business within the Restricted Area; or (Be) were either conducted use the name of the Company or any name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or permit use of such name after expiration of such period; provided, however, that this provision shall not be-construed to prohibit the ownership by the Employer prior Employee of not more than 3% of any class of the outstanding equity securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Employee’s termination or proposed to be conducted by Securities Exchange Act of 1934. In the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by event that the provisions of this Section 8 until their expiration and will not should ever be entitled adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any compensation from jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid maximum time, geographic, service or unenforceable, product limitations permitted by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinapplicable law.

Noncompetition. During the term hereof and (a) The Executive shall not at any time during the period Employee receives payments under Section 6(e)of the Executive's service to the Company as a consultant or for a period of two years thereafter render any services, directly or indirectly for any Competitor. (b) The Executive shall not, at any time during the Employee will not (i) engage period of the Executive's service to the Company as a consultant or for a period of two years thereafter, influence or attempt to influence, either directly or indirectly, alone any employee of the Company or of any affiliated entity to leave or terminate such individual's employment with the Company or with an affiliate of the Company. (c) The Executive shall not, at any time during the period of the Executive's service to the Company as a shareholderconsultant or for a period of two years thereafter, partnerinfluence or attempt to influence, officereither directly or indirectly, director, employee any customer or consultant client of the Company or of any other business organizationaffiliated entity to discontinue purchasing or using the products or services of, or to cancel or fail to renew a contract with, the Company or an affiliate of the Company. (d) For purposes of this Agreement, the term 'Competitor" shall mean any individual (including the Executive) or entity that at any time is directly or indirectly (for example, through an affiliated or controlled individual or entity) engaged in any business activities which (Aor about to engage in the manufacture of Perchlorate chemicals, sodium azide, fire suppression agents competitive with Halotron(TM) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted fire suppression agents, or environmental protection products competitive with those designed or manufactured by the Employer prior to Company and its subsidiaries. (e) The Executive agrees and acknowledges that the Employee’s termination or proposed to be conducted breach by the Employer at the time of such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock Executive of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by of the provisions of this Section 8 until their expiration will cause Company irreparable damage, that the remedy at law for any such breach could be inadequate, and will not that the Company, in addition to any other relief available to it, shall be entitled to any compensation appropriate temporary and permanent injunctive relief restraining Executive from committing or continuing such breach, without the Employer with respect theretonecessity of proving actual damages. If at any time the provisions of this Section 8 will be determined The Executive agrees to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible pay all costs and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable attorneys' fees incurred by the court Company in obtaining such injunctive or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinrelief.

Noncompetition. During the term hereof and during Restricted Period (as defined below) the period Employee receives payments under Section 6(eExecutive will not, without the Company’s prior written consent (which consent shall not be unreasonably withheld), directly or indirectly, for the Employee will not Executive’s own account or for or on behalf of any other person or entity, whether an officer, director, employee, partner, consultant, or otherwise: (ia) engage or participate in, directly or indirectly, alone or as a shareholderprincipal, partneragent, officeremployee, directoremployer, employee consultant, investor or consultant of partner of, or assist in the management of, or provide advisory or other services to, or own any stock or any other ownership interest in, or make any financial investment in, any business organizationor entity which is Competitive with the Company (as defined below) or purchase any property which could reasonably be used to provide or develop a business that is Competitive with the Company; or (b) solicit or attempt to hire or employ, in any business activities which fashion (Awhether as an employee, independent contractor or otherwise), any employee or independent contractor of the Company or the Subsidiaries, or solicit or induce, or attempt to solicit or induce, any of the Company’s or the Subsidiaries’ employees, consultants, clients, customers, vendors, suppliers or independent contractors to terminate their relationship with the Company and/or the Subsidiaries; or For purposes of this Agreement: (i) relate With respect to the economy motel business (paragraph 9(a) above, the “Designated Industry”) and (B) were either conducted Restricted Period” means the period during which the Executive is employed by the Employer Company and, if the Executive’s Date of Termination occurs prior to the Employee’s December 31, 2007 other than on account of termination or proposed to be conducted by the Employer at Company for reasons other than Cause, the time period following the Executive’s Date of such terminationTermination and ending on December 31, 2007. (ii) divert With respect to any competitor paragraph 9(b) above, the “Restricted Period” means the period during which the Executive is employed by the Company and, if the Executive’s Date of Termination occurs prior to December 31, 2008, the Employer in period following the Designated Industry any business opportunity Executive’s Date of the EmployeeTermination and ending on December 31, or 2008. (iii) solicit A business or encourage entity shall be considered “Competitive with the Company” if it engages in any officer, employee, or consultant of the Employer to leave businesses in which the Company or any of its employ affiliates engages, including the business of providing distribution facilities or services, the acquisitions of properties for employment by or with any competitor such purpose and the design of business strategies for such purpose. For purposes of the Employer portion of the Restricted Period following the Executive’s Date of Termination, the businesses in which the Company or any of its affiliates engages shall be determined as of the Executive’s Date of Termination. (iv) For periods after the Executive’s Date of Termination, a business entity shall not be considered “Competitive with the Company” (as defined in clause (iii) above) for purposes of this Agreement if it builds anything other than industrial warehouses or acquires property for purposes of developing anything other than industrial warehouses and the Executive’s investment in such business or entity does not exceed $10,000,000 with respect to any one transaction or $20,000,000 in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude aggregate for all transactions for the Employee from owning less than 5% portion of the common stock Restricted Period following his Date of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinTermination.

Noncompetition. During (a) The Sellers covenant and agree that for the term hereof and during five-year period immediately following the period Employee receives payments under Section 6(e)Closing Date it will refrain from, the Employee will not directly or indirectly through any Subsidiary, Affiliate, partnership, joint venture or agent, for its own account or as an owner, stockholder, operator, manager, advisor or consultant of or to any Person: (i) employing, engaging or seeking to employ or engage directly any Transferred Employee(s) or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organizationPerson who at or prior to the Closing had been an employee of either Seller, in the Purchaser or any business activities which of their respective Affiliates, unless such employee (A) relate to the economy motel business resigns voluntarily (the “Designated Industry”without any solicitation from either Seller or any of their respective Affiliates) and or (B) were either conducted is terminated by the Employer prior to Purchaser or any of its Affiliates after the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, Closing Date; (ii) divert participating or engaging in (other than through the ownership of 5% or less of any class of securities registered under the Exchange Act), or otherwise lending assistance (financial or otherwise) to any competitor Person participating or engaged in, any of the Employer lines of business which comprised the Business on the Closing Date in any jurisdiction in which the Designated Industry any Sellers participated or engaged in such lines of business opportunity of on the Employee, Closing Date; or (iii) solicit or encourage any officer, employee, or consultant otherwise competing with the Business as conducted by the Purchaser anywhere in the United States. (b) The parties hereto recognize that the Laws and public policies of various jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section 6.15. It is the intention of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by parties that the provisions of this Section 8 until their expiration 6.16 be enforced to the fullest extent permissible under the Laws and will policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 6.15 shall not be entitled to any compensation from render unenforceable, or impair, the Employer with respect thereto. If at any time remainder of the provisions of this Section 8 6.15. Accordingly, if at the time of enforcement of any provision of this Section 6.15 a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area reasonable under such circumstances will be determined substituted for the stated period, scope or geographical area and that such court shall be allowed to be invalid or unenforceablerevise the restrictions contained herein to cover the maximum period, scope and geographical area permitted by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinLaw.

Noncompetition. During (a) Between the term hereof Effective Date and during the period Employee receives payments under Section 6(elater of (i) October 31, 2002 and (ii) the termination of this Agreement (the "Noncompete Period"), unless otherwise waived in writing by the Company (such waiver to be in the Company's sole and absolute discretion), the Employee will not (i) engage shall not, directly or indirectly, alone engage in, operate, manage, have any investment or interest or otherwise participate in any manner (whether as a shareholder, partneremployee, officer, director, employee partner, agent, security holder, creditor, consultant or consultant of otherwise) in any sole proprietorship, partnership, corporation or business or any other business organizationperson or entity (each, a "Competitor") that engages, directly or indirectly, in any business activities which a Competing Business; provided, that (A) relate the Employee may continue to hold securities of the economy motel business Company and/or acquire, solely as an investment, shares of capital stock or other equity securities of any Competitor which are publicly traded, so long as the Employee does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (the “Designated Industry”5%) of any class of equity securities of such Competitor; and (B) were either conducted the Employee may be employed by or consult with a Competitor whose primary business is not a Competing Business, so long as the Employee does not provide any services to such Competitor with respect to its Competing Business. For purposes of this Agreement, the term "Competing Business" means mobile fleet fueling. (b) Notwithstanding anything in Section 6.3(a) to the contrary, if this Agreement is terminated by the Employer prior Company pursuant to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationSection 4.4, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration 6.3(a) shall remain in effect so long as Severance Payments are being made by the Company pursuant to Sections 4.4 and will not be entitled 5.1; provided, that if the Company pays to any compensation from the Employer with respect thereto. If at any time Employee the Severance Payments in a lump sum pursuant to Section 5.2, the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by 6.3(a) shall remain in effect for the court or other body having jurisdiction over the matterentire period during which Severance Payments would have otherwise been made; and provided further, that if after the end of the Noncompete Period the Employee agrees that this engages in conduct or activities that, but for the expiration of the Noncompete Period, would constitute a breach of the provisions of Section 8 as so amended will be valid 6.3(a), then the Company's obligation to pay the Employee (or his estate) any further Severance Payments shall cease and binding as though any invalid or unenforceable provision had not been included herein.the Company shall have no further liability for Severance Payments hereunder

Noncompetition. During (a) The Chairman acknowledges that in the term hereof course of his employment with the Company and during the period Employee receives payments under Section 6(e), continuance of the Employee will not Service Period; (i) engage the Chairman will become familiar, and during the course of the Chairman's employment by the Company or any of its subsidiaries or affiliates or any predecessor prior to the date of this Agreement, the Chairman has become familiar, with trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors; (ii) such trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors are confidential and the exclusive property of the Company; and (iii) the Chairman's services have been and will be of special, unique and extraordinary value to the Company. The Chairman agrees that he will not disclose, divulge, discuss, copy or otherwise use or cause to be used in any manner in competition with, or contrary to the interests of, the Company, the trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors. (b) The Chairman agrees that during the Service Period and until five years after termination of the Service Period, the Chairman will not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a shareholder, partner, member of a partnership or as an officer, director, shareholder, investor or employee of or consultant of in any other business organizationcorporation or enterprise or otherwise, engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either then actively being conducted by the Employer prior Company or any of its subsidiaries or affiliates or any business similar to the Employee’s termination businesses then conducted or proposed contemplated to be conducted by the Employer at Company or any of its subsidiaries or affiliates. (c) Nothing in this Section 3.2 will prohibit the time of such termination, Chairman from being: (i) a shareholder in a mutual fund or a diversified investment company or (ii) divert to any competitor a passive owner of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less more than 5% of the common stock outstanding equity securities of any class of a corporation or other entity which is publicly traded corporation conducting business activities traded, so long as the Chairman has no active participation in the Designated Industrybusiness of such corporation or other entity. (d) In the event the Chairman violates any legally enforceable provision of this Agreement as to which there is a specific time period during which the Chairman is prohibited from taking certain actions or from engaging in certain activities, as set forth in this Agreement, then, in such event, the violation shall toll the running of such time 5 period from the date of such violation until the violation ceases. (e) The Chairman acknowledges that he has carefully considered the nature and extent of the restrictions on the Chairman and the rights and remedies conferred on the Company under this Agreement. The Employee will continue Chairman further acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be bound by unfair to the provisions Company, do not stifle the Chairman's inherent skill and experience, would not operate as a bar to the Chairman's sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the Chairman's detriment. (f) If, at the time of enforcement of this Section 8 until their expiration and will not be entitled to any compensation from 3.2, a court holds that the Employer with respect thereto. If at any time the provisions of restrictions stated in this Section 8 3.2 are unreasonable under circumstances then existing, the Chairman and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances will be determined substituted for the stated period, scope or area and that the court will be allowed to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, revise the restrictions contained in this Section 8 3.2 to cover the maximum period, scope and area permitted by law. (g) Nothing in this Section 3.2 will be considered divisible and will become and be immediately amended deemed to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court limit or otherwise affect any noncompetition or nonsolicitation or other body having jurisdiction over similar covenant or obligation imposed on the matter; and Chairman under any other agreement with, or plan or arrangement of, the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinCompany.

Noncompetition. During The Executive expressly agrees, confirms, represents and covenants for the term hereof and during benefit of the Company, as follows: (a) For the period Employee receives payments under Section 6(eset forth below (the "Non-Compete Period") the Executive shall not engage either directly or indirectly in competition with the Company, or any of its successors or affiliates, within the Applicable Territory (defined below), and in particular, the Employee will not (i) engage directly or indirectlyExecutive shall not, alone or as a shareholderowner, partneroperator, manager, Executive, consultant, independent contractor, agent, salesperson, officer, director, employee shareholder, investor, guarantor, partner or consultant member of a joint venture, or otherwise, directly or indirectly, engage in any manner in the Business (defined below) within the Applicable Territory. For purposes of this Agreement, the term "Applicable Territory" shall mean and include all of the United States of America, Western Europe and Canada and any other country in which the Company is engaged in Business during the term hereof, and the term "Business" shall mean any enterprise whose primary business is selling information about companies, people and industries to other businesses in direct competition with Company, including but not limited to [*], as well as any new entities (including entities that Executive may found), that are actively engaged in the provision of business information to users on a paid, subscription basis; provided that in order to enforce this non-competition restriction as against such an additional entity, the Company shall have given notice to Executive of the inclusion of such additional entity to the restricted employer list at least thirty (30) days prior to the date on which Executive was terminated; provided that if the existence of such new company does not become generally known within the business community until after Executive's ------------------------ [*] Indicates that material has been omitted and confidential treatment requested therefor. All such material has been filed separately with the Commission pursuant to Rule 406. termination, the Company shall have thirty (30) days from the earlier of the date on which it became aware of the existence of such entity, or the date on which it should reasonably have become aware of the existence of such entity based on publicly available information, to inform Executive of the application of this provision to such entity, and any other business organization, engaged in by the Company or any of its subsidiaries or affiliates during the Term other than any business activities which (A) relate incidental to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor operations of the Employer in the Designated Industry Company or any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably subsidiaries taken together as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.a whole;

Noncompetition. During the term hereof a. Employee covenants and during the period Employee receives payments under Section 6(e)agrees that through December 31, the Employee 1998, he will not (i) engage not, directly or indirectly, alone for himself or as a shareholder, partner, officer, director, employee or consultant of for any other business organizationindividual or entity, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination own, manage, operate or proposed to be conducted by the Employer at the time of such termination, (ii) divert to any competitor of the Employer control or participate in the Designated Industry any business opportunity ownership (except for public share ownership of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of total outstanding shares), management, operation or control of, or having a controlling financial interest in any Competitor Company in any country throughout the common stock world or any city or county within any state of the United States or the District of Columbia or any publicly traded corporation conducting U.S. territory or possession or any other country or subdivision thereof, in which the business activities in of the Designated IndustryCompany is being carried on prior to the Termination Date. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that the places where the business of the Company is being carried on shall be deemed to include, but are not limited to, places where the Company has a place of business, has employees, agents or representatives. The covenants contained in this Section 8 Paragraph 7(a) shall be construed as so a series of separate and severable covenants which are identical in terms except for geographic coverage. b. Employee covenants and agrees that during the period ending two years after the Termination Date, he will not, directly or indirectly, hire, solicit, or encourage then-current Company employees to apply for employment with any person or entity (a) with which Employee is (or intends to be) employed, (b) by whom Employee or a firm in which he is employed or has a financial interest is engaged as a consultant, recruiter, independent contractor or otherwise, or (c) in which Employee is otherwise substantially financially interested. Employee further covenants and agrees that he will not provide to any other person or entity the names of or references (other than a reference requested by the Company) on any person who is then employed by the Company. c. Employee and the Company agree that if in any proceeding, the tribunal shall refuse to enforce fully any covenants contained herein because such covenants cover too extensive a geographic area or too long a period of time or for any other reason whatsoever, any such covenant shall be deemed amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinto the extent (but only to the extent) required by law.