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

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

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

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

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

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

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

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

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

Non-Competition; Non-Solicitation. Transcend (a) For purposes of this Section 6.6, NAFP, NAM, Shareholders or Member shall be referred to individually and Seller each hereby agrees that, from and after collectively as the “Restricted Parties.” For a period of five (5) years commencing on the Closing Date through December 31(the "Restricted Period"), 2002 neither none of them the Restricted Parties, either individually or collectively, shall, nor shall (a) servehim/her or it permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an operator, owner, a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, officerinduce or encourage any material actual or prospective client, directorcustomer, supplier or employee licensor of the Business (including any firm, entity existing or business former client or corporation engaged in the business presently being conducted by Seller (or customer of Sellers and any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is Person that becomes a client or customer of COREthe Business after the Closing), Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was other Person who has a client or customer of any of material business relationship with the Business, for to terminate or modify any such actual or prospective relationship. Notwithstanding the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenantforegoing, the clients and customers Restricted Parties may own, directly or indirectly, solely as an investment, securities of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning any Person traded on any national securities exchange if the Business within the twelve month period prior to the Closing Date)Restricted Parties are not a controlling Person of, or (c) solicita member of a group which controls, attempt to hiresuch Person and does not, directly or hire indirectly, own 5% or more of any employee or consultant class of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in securities of such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or COREPerson. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any If a court of competent jurisdiction determines that the Restrictive Period is unenforceable, the Restrictive Period shall be defined as a four (4) year period commencing on the Closing Date. If, however, a court of competent jurisdiction determines that the Restrictive Period is unenforceable, the Restrictive Period shall be defined as a three (3) year period commencing on the Closing Date. If, however a court of competent jurisdiction determines that the Restrictive Period is unenforceable, the Restrictive Period shall be defined as a two (2) year period commencing on the Closing Date. If, however, a court of competent jurisdiction determines that the Restrictive Period is unenforceable, the Restrictive Period shall be defined as a one (1) year period commencing on the Closing Date. Notwithstanding anything contained herein to the contrary the restricted period for Xxxx X. XxXxxxxx, Xxxxxx X. Xxxxxx, and Xxxx Xxxxxxxx shall be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over two (2) years commencing on the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this SectionClosing Date.

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

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

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

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

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

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

Non-Competition; Non-Solicitation. Transcend (a) Seller hereby acknowledges that Seller is familiar with the Business’ trade secrets and with other Confidential Information. Seller each hereby acknowledges and agrees thatthat Buyer and its Affiliates would be irreparably damaged if Seller were to provide services or to otherwise participate in the business of any Person competing with the Business in a similar business and that any such competition by Seller would result in a significant loss of goodwill by Xxxxx in respect of the Business. Seller further acknowledges and agrees that the covenants and agreements set forth in this Section ‎7.3 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, from and after that Buyer and its Affiliates would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Seller breached the provisions of this Section ‎7.3. Therefore, in further consideration of the amounts to be paid hereunder for the Purchased Assets and the goodwill of the Business sold in connection therewith, for a period of three (3) years commencing on the Closing Date through December 31(the “Restricted Period”), 2002 neither each of them Seller and each Owner shall not, and shall not permit any of its Affiliates to, directly or indirectly: (ai) serveengage in or assist others in engaging in the sale of: Vitamins, Minerals & Supplements, Skin Care Products, Hair Care Products, Foot, Hand & Nail Care Products, Personal Care Products and related products and accessories of any kind related thereto, provided that such products are for humans (collectively “Restricted Business”); (ii) have an interest, other than passive income from pre-Closing engagements by third-parties, in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an operatorinvestment, owner, partner, consultant, officer, director, or employee securities of any firm, entity or business or corporation engaged in the business presently being conducted by Seller (or Person traded on any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange if Seller is not a controlling Person of, or sold in the over-the-counter marketa member of a group which controls, provided such investments do not exceed in the aggregate Person and does not, directly, or indirectly, own five percent (5%) or more of the issued and outstanding capital stock any class of a corporation which is a competitor within the meaning securities of this Sectionsuch Person.

Non-Competition; Non-Solicitation. Transcend 8.1. Executive acknowledges and Seller each recognizes the highly competitive nature of the business and proposed business of the Company and hereby agrees that, from during the Term hereof and for a period of one year after the Closing Date through December 31expiration or any earlier termination of the Term of this Agreement (other than any such earlier termination by Executive pursuant to the provisions of Section 3.3(g) hereof) (such period to be referred to hereinafter as the "Applicable Period"), 2002 neither of them shall (a) servehe will not, directly or indirectly, on his own behalf or in the service of or on behalf of others, whether as an operator, owner, partner, consultant, officer, director, stockholder, partner, trustee, principal, employee, consultant, agent, or employee owner of any firmcapital stock, partnership interest or other interest in any corporation, partnership or other entity, or in any other capacity, own an interest in, perform any services or conduct any activity for or on behalf of any entity or business or corporation (including any institution) which is engaged in the business presently being conducted by Seller (or any business related thereto) within the United States; (b) solicit or attempt to solicitowning, operating, or accept business from, any entity managing a diagnostic imaging center or other facility providing PET and/or magnetic resonance imaging services ("MRI") and which is located or provides services to patients within an area consisting of a client twenty-five (25) mile radius of any facility which is owned and/or operated and/or managed, in whole or customer in part, by the Company (for these purposes to include any parent, subsidiary or affiliate thereof) (a "Facility"), (such prohibited activities being referred to herein as a "Precluded Business Activity"). Executive acknowledges that, due to the nature of COREthe Company's business, Purchaserit is essential to provide for as broad a geographical limitation as possible with respect to the aforementioned covenant inasmuch as the Company will make substantial capital investments in and commitments for each of its aforementioned Facilities. Without limiting the generality of the foregoing, Seller it is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8.1 to be reasonable, the Executive agrees that in the event it is finally judicially determined by a court of competent jurisdiction that the specified time period or geographical area or scope of the foregoing restriction is unreasonable, arbitrary, or against public policy, contrary to law, invalid and unenforceable, the remaining provisions of this Agreement (including CORE's subsidiariesthe remaining provisions of this Section) or shall not be rendered void, shall not be affected thereby and shall remain in full force and effect and the provisions hereof which at any time during are the twelve month period prior to the Closing Date, was a client or customer subject of any such judicial determination shall be deemed amended to apply to any such lesser time period, geographical area, or scope which is judicially determined or indicated to be reasonable, non-arbitrary and not violative of public policy, not contrary to law, invalid and/or unenforceable and such provisions, as modified, may be enforced by the Company against the Executive in accordance with the terms hereof. Notwithstanding the foregoing, nothing contained in this Section is intended to nor shall preclude (i) the ownership by Executive of not more than five (5%) percent of the Businessoutstanding securities of any publicly owned corporation or other entity engaged in a Precluded Business Activity, provided that such ownership is solely for the purpose of doing business investment purposes and is not coupled with any working relationship between Executive and such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person corporation or entity, or encourage (ii) Executive's ownership and/or operation of an MRI imaging facility at RCOA's Boca Raton imaging center pursuant to that certain Sublease Agreement between Executive and RCOA, provided that Executive divests himself of any employee interest in such imaging center prior to the Company acquiring or consultant opening a PET Center in Boca Raton or Purchaser Delray Beach, Florida (including Continuing Employees) in which event, the Company will reimburse Executive for the $74,480 owed to Executive by RCOA pursuant to that certain Settlement Agreement between Executive and RCOA, less all amounts received by Executive upon the sale or CORE (including COREother disposal of Executive's subsidiaries) interest in such center, or otherwise pursuant to terminate his such Sublease or her relationship with Purchaser or CORESettlement Agreement. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In Furthermore, in the event that this Section shall be determined by arbitrators or by any court the Company acquires RCOA's Delray Beach imaging center, the Company will own 100% of competent jurisdiction to be unenforceable by reason the equity interests of its extending for too great a period the non-MRI portion of time or over too large a geographic area or over too great a range such center and 51% of activities, it shall be interpreted to extend only over the maximum period equity interests of time, geographic area or range the MRI portion thereof and Executive will own 49% of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold such equity interests in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) MRI portion thereof and will be reimbursed for 51% of the issued and outstanding capital stock amounts then owed to Executive by RCOA pursuant to the terms of a corporation which is a competitor within such Settlement Agreement. Executive hereby represents to the meaning Company that RCOA owes Executive, as of this Sectionthe date hereof, $74,480 under such Settlement Agreement.

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

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after (a) For a period of five years commencing on the Closing Date through December 31(the "Restricted Period"), 2002 neither each of them the Stockholders shall (a) servenot, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Business in the Territory except with respect to the Surviving Entity, Parent or their respective Subsidiaries; (ii) have an interest in any Person (other than the Surviving Entity or Parent) that engages directly or indirectly in the Business in the Territory in any capacity, including as an operator, owner, a partner, shareholder, member, employee, principal, agent, trustee or consultant, officer, director, or employee of ; (iii) intentionally interfere in any firm, entity or business or corporation engaged in material respect with the business presently being conducted by Seller relationships (whether formed before or any business related theretoafter the date of this Agreement) within between the United StatesSurviving Entity, Parent or their Subsidiaries and customers or suppliers of the Surviving Entity, Parent or their Subsidiaries; or (biv) solicit or attempt to solicit, directly or accept business fromindirectly, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Businesscustomers or suppliers of the Surviving Entity, Parent or their subsidiaries for the purpose purposes of doing diverting business with or services from the Surviving Entity, Parent or their Subsidiaries. Notwithstanding the foregoing, (i) the Stockholders may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if any such client Stockholder is not a controlling Person of, or customer a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person, and (ii) Jxxx X. Xxxxxxx, CPA, Sxxxxxx & Cremia, LLC and their respective Affiliates shall be permitted to continue to engage in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenantaccounting profession, the serving in some cases clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this SectionSurviving Entities.

Non-Competition; Non-Solicitation. Transcend Employee hereby covenants and Seller each hereby agrees thatthat during the Term of this Agreement and for a period of three (3) years thereafter, from and after the Closing Date through December 31, 2002 neither of them Employee shall (a) servenot, directly or indirectly: (i) own any interest in, operate, join, control or participate as an operator, owner, a partner, consultant, officer, director, principal, officer or employee of agent of, enter into the employment of, act as a consultant to, or perform any firm, services for any entity or (each a “Competing Entity”) which has material operations which compete with any business or corporation engaged in which the business presently being conducted by Seller (Company or any business related thereto) within of its subsidiaries is then engaged or, to the United Statesthen existing knowledge of Employee, proposes to engage; (bii) solicit any customer or attempt client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to solicitany business in which the Company or any of its subsidiaries is then engaged or, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Datethen existing knowledge of Employee, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior proposes to the Closing Date), engage; or (ciii) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, induce or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to Company or any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period subsidiaries to leave the employ of time the Company or over too large a geographic area or over too great a range any of activitiesits subsidiaries; provided, it shall be interpreted to extend only over the maximum period of timethat Employee may, geographic area or range of activities solely as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter marketinvestment, provided such investments do hold not exceed in the aggregate more than five percent (5%) of the issued combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and outstanding capital stock agreements of a corporation which is a competitor within Employee are referred to herein as the meaning “Restrictive Covenant.” Employee acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 5.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. Employee further acknowledges that the Company would not have entered into this Agreement absent Employee’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this SectionSection 5.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 5.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after (a) During the period beginning on the Closing Date through December 31and ending on the fifth anniversary of the Closing Date, 2002 neither the Sellers nor any of them shall (a) serve, their Affiliates will directly or indirectlyindirectly own, as an operatormanage, owneroperate, partnercontrol, consultantengage in or participate in the ownership, officermanagement, director, operation or employee control of any firm, entity or business or corporation engaged Protected Business Line in the Territory; provided that nothing in this Agreement shall prohibit the Sellers or their Affiliates from (i) acquiring or holding shares of capital stock or a partnership or other equity interest in any Person that engages in a Protected Business Line in the Territory where such shares or interest represent no more than 10% of the outstanding voting power in such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business presently being conducted by Seller (or of any Person whose principal business related thereto) is not a Protected Business Line but that engages in a Protected Business Line within the United StatesTerritory, provided, however, within 15 months after its acquisition, the Sellers or their Affiliates shall use commercially reasonable efforts to sell that portion of the business of such Person that is then operating as a Protected Business Line within the Territory if such portion represents in excess of 10% such Person’s business; (iii) marketing or selling its own products or services that are not within a Protected Business Line; or (iv) owning or operating any Active Business Line. (b) For a period of three years following the date hereof, neither the Sellers nor any of their Affiliates will, (i) except in connection with owning or operating an Active Business Line, solicit or attempt to solicitsolicit Persons who are customers of the Business at the Closing to be customers of any Protected Business Line; (ii) hire any Transferred Employee, other than any Transferred Employee terminated by Buyer not for cause; (iii) solicit or induce, or accept business fromattempt to solicit or induce, any entity which is a client Transferred Employee, consultant, adviser or customer independent contractor of CORE, Purchaser, Seller (including CORE's subsidiaries) or which the Business at any time during the twelve month period prior to the Closing Dateto leave the employ of, was a client or customer of cease providing services to, Buyer or its Affiliates (except for any general solicitation through any general advertising medium not directed at any of the Businessforegoing Persons); or (iv) except in connection with owning or operating an Active Business Line, for solicit or induce, or attempt to solicit or induce any customer, supplier, licensee or other business relation of the purpose Business as of the Closing to cease doing business with such client Buyer or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or COREits Affiliates. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this Section.5.6

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

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

Non-Competition; Non-Solicitation. Transcend (a) LSB and the Seller each hereby agrees thatacknowledge and agree that (A) the agreements and covenants contained in this Section 6.19 (i) impose a reasonable restraint on LSB and the Seller in light of the activities and business of the CCG Entities on the date of the execution of this Agreement and the current plans of the CCG Entities, (ii) are reasonable and valid in geographical and temporal scope and in all other respects, and (iii) are essential to protect the value of the Business and (B) they have obtained knowledge, contacts, know-how and experience and that such knowledge, contacts, know-how and experience could be used to the substantial advantage of a competitor of the CCG Entities and to the detriment of the CCG Entities. LSB and the Seller also acknowledge that the Purchaser has agreed to purchase the Shares in reliance on the covenants made by LSB and the Seller in this Section 6.19, and that the Purchaser would not have agreed to purchase the Shares in the absence of the covenants made by LSB and the Seller in this Section 6.19. Subject to Section 6.19(b), from and after the Closing and until the third (3rd) anniversary of the Closing Date through December 31(the “Restrictive Covenant Period”), 2002 neither of them LSB and the Seller shall not, and shall cause their respective Affiliates not to, (ai) serveengage in the Business in the United States or (ii) own an interest in, or manage, operate, control, or participate in or be connected with, as a director, officer, employee, partner, member, stockholder, consultant, agent or otherwise, any Person engaged in the Business (“Competing Person”), in each case, directly or indirectly, as an operatoralone or in conjunction with any other Person. Notwithstanding anything to the contrary in this Agreement, ownerfor purposes of this Section 6.19, partner“Affiliates” of LSB and the Seller shall not include any Person solely based on being a stockholder or director of LSB. Each of LSB and the Seller further agrees that, consultant, officer, director, or employee of any firm, entity or business or corporation engaged in the business presently being conducted by Seller (or any business related thereto) within the United States; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or which at any time during the twelve month period prior to the Closing Date, was a client or customer of any of the Business, for the purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activitiesRestrictive Covenant Period, it shall be interpreted to extend only over not, directly or indirectly, for its own account or for the maximum period account of timeany other Person, geographic area or range of activities as to which it may be enforceable. Nothing herein contained shall prevent Transcend or Seller from holding or making an investment engage in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate five percent (5%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this SectionInterfering Activities.