Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. Commencing on the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entity.

Covenant Not to Compete. Commencing on During the Closing Date and ending on the three (3) year anniversary term of the Closing Date Employee's employment with the Corporation or for a period of six (6) months following any termination of the “Restricted Period”)Employee's employment by the Corporation, the Restricted Party Employee agrees that, with respect to the parishes within the State of Louisiana and the counties within the States of Texas, Alabama, Florida, and Mississippi set forth on Schedule A attached hereto, including the territorial waters of the United States located offshore of such areas, each of which the Employee stipulates and agrees that the Corporation carries on or intends to carry on a like business, the Employee shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage for his own benefit or to the detriment of the Corporation or its affiliates: (a) Own, manage, operate, control, or participate in the ownership, management, operation, or control of a business (however structured) that carries on or engages in any Competitive Activities. The Restricted Territory shall mean anywhere manner (excluding stock in a publicly held corporation), in the world where Pipelay and Subsea Construction Business. For this purpose, the Company term "Pipelay and Subsea Construction Business" shall refer to the installation, laying, and/or burying of transmission lines, trunk lines, and flowlines, laying of all rigid, flexible, reeled, or coiled tubing and installing, laying, and/or burying of control, power umbilicals and subsea communication or power cables, and pipeline tie-ins, pipeline burial, riser installation and survey, inspection, maintenance, and repair services in connection with oil and gas pipelines; (directly b) Perform any services similar to the primary services he performed while employed by the Corporation or through any Company Subsidiary) conducts of its subsidiaries or affiliates for any person, partnership, corporation, association, group, or other entity engaged in the Pipelay and Subsea Construction Business (as defined belowabove), whether as an employee, independent contractor, or otherwise; or (c) as Solicit customers or employees of the Closing DateCorporation or any of its subsidiaries or affiliates for any purpose or in any manner detrimental to the Corporation or it business or operations. The Restricted Party acknowledges parties hereto agree that each of the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services foregoing prohibitions is intended to the Company throughout the Territoryconstitute a separate restriction. The Restricted Party Accordingly, should any such prohibition be declared invalid or unenforceable, such prohibition shall be deemed severable from and shall not affect the remainder thereof. The parties further agree that the foregoing restrictions are reasonable in both time and scope. Because of the difficulty of measuring economic loss to be engaged in Competitive Activities if such Restricted Party or the Corporation as a result of a breach of any of his affiliates (i) serves as a shareholderthe foregoing prohibitions, ownerand because of the immediate and irreparable damage that could be caused to the Corporation for which it would have no other adequate remedy, officerthe Employee agrees that the foregoing prohibitions may be enforced by the Corporation, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event of breach by him, by injunctions, restraining orders, and orders of specific performance issued by a court of competent jurisdiction determines that jurisdiction. The Employee further agrees to waive any requirement for the provisions of this Section 2 are excessively broad as to duration, geographical scope Corporation's securing or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part posting of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable bond in connection with such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityremedies.

Covenant Not to Compete. Commencing on As a result of Employee’s employment by the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates Company: (i) serves Employee will have access to trade secrets and Confidential Information of the Company, including, but not limited to, valuable information about its intellectual property, business operations and methods, and the persons with which it does business in various locations throughout the world, that is not generally known to or readily ascertainable by a Competing Business, (ii) Employee will develop relationships with the Company’s customers and others with which the Company does business, and these relationships are among the Company’s most important assets, (iii) Employee will receive specialized knowledge of and specialized training in the Company’s Business, and (iv) Employee will gain such knowledge of the Company’s Business that, during the course of Employee’s employment with the Company and for a period of one year following the termination thereof, Employee could not perform services for a Competing Business without inevitably disclosing the Company’s trade secrets and Confidential Information to that Competing Business. Accordingly, Employee agrees to the following: (a) While employed by the Company, Employee will not, without the express written consent of an authorized representative of the Company: (i) perform services (as a shareholderan employee, ownerindependent contractor, officer, director, memberor otherwise) within the Territory for any Competing Business, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses engage in any activities (or assist others to engage in any activities) within the services Territory that compete with the Company’s Business, (iii) own or beneficially own an equity interest in a Competing Business, (iv) request, induce, or solicit (or assist others to request, induce, or solicit) any customers, prospective customers, or suppliers of the Company to curtail or cancel their business with the Company, or to do business within the scope of the Company’s Business with a Competing Business, (v) request, induce, or solicit (or assist others to request, induce, or solicit) for the benefit of any such CompetitorCompeting Business any employee or independent contractor of the Company to terminate his or her employment or independent contractor relationship with the Company, solicits customersor (vi) employ (or assist others to employ) for the benefit of any Competing Business any person who has been employed by the Company within the last year of Employee’s employment with the Company. (b) For a period of one year following the termination of Employee’s employment with the Company, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemedEmployee will not, without further action on the part express written consent of any Person, to be modified, amended and/or limited, but only to an authorized representative of the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term Company: (i) “perform services (as an employee, independent contractor, officer, director, or otherwise), within the Territory for any Competing Business” means , that are the same or similar to any services that Employee performed for the Company or that otherwise utilize skills, knowledge, and/or business contacts and operations conducted and operated relationships that Employee utilized while providing services to the Company, (ii) engage in any activities (or assist others to engage in any activities) within the Territory that compete with the Company’s Business, (iii) own or beneficially own an equity interest in a Competing Business, (iv) request, induce, or solicit (or assist others to request, induce, or solicit) any customers, prospective customers, or suppliers of the Company, which were customers, prospective customers, or suppliers of the Company during the last year of Employee’s employment with the Company, to curtail or cancel their business with the Company, or to do business within the scope of the Company’s Business with a Competing Business, (v) request, induce, or solicit (or assist others to request, induce, or solicit) any customers, prospective customers, or suppliers of the Company with which Employee worked or had business contact during the last year of Employee’s employment with the Company to curtail or cancel their business with the Company, or to do business within the scope of the Company’s Business with a Competing Business, (vi) request, induce, or solicit (or assist others to request, induce, or solicit) any employee or independent contractor of the Company to terminate his or her employment or independent relationship with the Company, (vii) request, induce, or solicit (or assist others to request, induce, or solicit) any person who has been employed by the Company and/or within the last year of Employee’s employment by the Company Subsidiaries prior or thereafter to be employed with a Competing Business, or (viii) employ or engage as a contractor (or assist others to employ or engage as a contractor) any person who has been employed by the Company within the last year of Employee’s employment by the Company or thereafter. These obligations will continue for the specified period regardless of whether the termination of Employee’s employment was voluntary or involuntary or with or without cause, and the specified period shall be tolled and shall not run during any time in which Employee fails to abide by these obligations. (c) As an exception to the Closing Dateabove restrictions, consisting of serving as a global solutions provider for Employee may own passive investments in Competing Businesses, (including, but not limited to, indirect investments through mutual funds), provided that the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which the Competing Business are listed on a national securities exchange publicly traded and Employee does not own or traded in the national over-the-counter market in an amount which shall not exceed control more than two percent (2%) of the outstanding shares voting rights or equity of any such entitythe Competing Business.

Covenant Not to Compete. Commencing on In consideration of Company’s agreements contained herein and the Closing Date payments to be made by it to Executive pursuant hereto, Executive agrees that, for a period of time equal to the time remaining in the Initial Term or any Renewal Term (or if, but only if, a court or tribunal of final authority finds that this period is unenforceable because it is unreasonably long, then, if it would shorten the duration, for one (1) year) following his termination of employment and ending on the three (3) year anniversary so long as Company is continuously not in default of the Closing Date (the “Restricted Period”)its obligations to provide payments or employment-type benefits to Executive hereunder or under any other agreement, the Restricted Party shall covenant, or obligation, he will not, and shall cause each without prior written consent of his affiliates not toCompany, anywhere consult with or act as an advisor to another company about activity which is a “Competing Business” of such company in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as . For purposes of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party this Agreement, Executive shall be deemed to be engaged in Competitive Activities if such Restricted Party or a “Competing Business” if, in any of his affiliates (i) serves as a capacity, including but not limited to proprietor, shareholder, ownerpartner, officer, directordirector or employee, memberhe engages or participates, managerdirectly or indirectly, trustee in the operation, ownership or partner of, or consults with, advises or assists in management of the activity of any way, whether or not for consideration, any corporationproprietorship, partnership, firm, proprietorship company or other business organization that engages entity which activity is directly competitive with the business the Company is now engaged in (i.e., direct marketing of information technology products and services to businesses or consumers), or any Competitive Activity (a “Competitor”) future material business actively engaged in by Company, or (ii) endorses any business specifically contemplated by the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain Company’s business plan in full force and effect, and any such overbroad provisions shall be deemed, without further action effect on the part date of any Person, Executive’s termination of employment. Nothing in this subparagraph is intended to be modified, amended and/or limited, but only limit Executive’s ability to the extent necessary to render the same valid and enforceable own equity in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two public company constituting less than five percent (25%) of the outstanding shares equity of any such entitycompany, when Executive is not actively engaged in the management thereof. If requested by Executive, Company shall furnish Executive with a good-faith written description of the business or businesses in which Company is then actively engaged or which is contemplated by the Company’s current business plan within 30 days after such request is made, and only those activities so timely described in which Company is, in fact, actively engaged or which are so contemplated may be treated as activities which are directly competitive with Company.

Covenant Not to Compete. Commencing on (a) Executive recognizes that the Closing Date services to be performed by him hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Company that Executive agree, the Restricted Party and accordingly, Executive does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The time during the term of the Agreement and the “Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Period” (as defined in Section 10(e) below): (i) except as provided in Subsection (d) below, be engaged in the research, development/creation, marketing, sale or distribution of pharmaceutical and/or medical products that compete directly or indirectly with the Company’s products or proposed products, or provide technical assistance, advice or counseling regarding such competing products in any state in the United States, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of Company or any affiliate thereof in a manner which directly or indirectly competes with the Company. (b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the term of the Closing Date. The Agreement and during the Restricted Party acknowledges that Period solicit any customers of the Company conducted its Business throughout or any affiliate thereof in a manner which directly or indirectly competes with the Restricted Territory and Company. (c) If any of the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 10 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall then be construed so that enforceable in the remaining provisions manner contemplated hereby. (d) This Section 10 shall not be affectedconstrued to prevent Executive from owning, but shall remain directly or indirectly, in full force the aggregate, an amount less than or equal to one percent (I%) of the issued and effect, and any such overbroad provisions shall be deemed, without further action on the part outstanding voting securities of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes class of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity company that directly or service that indirectly competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed Company whose voting capital stock is traded on a national securities exchange or traded in on the national over-the-counter market in an amount which other than securities of the Company. Furthermore, this Section 9 shall not exceed two percent (2%) be construed to prevent Executive from owning, directly or indirectly, any number of the issued and outstanding shares voting securities of any such entitycompany that does not directly or indirectly compete with the Company.

Covenant Not to Compete. Commencing on For purposes of this Section 7 only, the Closing Date term “Employer” shall mean, collectively, Employer and ending on each of its Affiliates. Executive acknowledges and agrees that, in the three (3) year anniversary course of the Closing Date employment with Employer or any of its Affiliates, he has been and will be entrusted with and provided access to and gained intimate, detailed, and comprehensive knowledge of Employer’s confidential, proprietary, and trade secret information and supplier relationships (the “Restricted Information”). Executive also acknowledges and agrees that, to protect and preserve the Information and related goodwill, the following covenants against certain employment are reasonably necessary and appropriate limitations on Executive. During the period from the Effective Date and continuing until the date that is the earlier of (a) 18 months after the Termination Date, or (b) September 27, 2004 (the “Non-competition Period”), Executive shall not engage in any business offering services related to the Restricted Party business of Employer, whether as a principal, partner, joint venturer, agent, employee, salesman, consultant, director or officer, where such engagement would involve Executive (i) in any business activity in competition with the retail business conducted by Employer during the three years preceding the Termination Date or (ii) in any business activity that provides retail food services or retail drug/pharmaceutical services. This restriction shall notbe limited to the geographical area where Employer is then engaged in such competing business activity or to such other geographical area as a court shall find reasonably necessary to protect the goodwill, business and Information of the Employer. For purposes of this Agreement, the “Termination Date” means the date on which Executive’s employment as an executive under this Agreement terminates for any reason. During the Non-competition Period (or if this period is unenforceable by law, then for such period as shall cause each of his affiliates be enforceable), Executive shall not tointerfere with or adversely affect, anywhere in the Restricted Territory, either directly or indirectly, engage in Employer’s relationships with any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnershipperson, firm, proprietorship association, corporation or other business organization that engages in entity which is known by Executive to be, or is included on any Competitive Activity (listing to which Executive had access during the course of employment as, a “Competitor”) customer, client, supplier, consultant or (ii) endorses employee of Employer, and Executive shall not divert or change, or attempt to divert or change, any such relationship to the services detriment of Employer or to the benefit of any such Competitorother person, solicits customersfirm, provides association, corporation or otherwise serves as an intermediary other entity. Executive shall not, during or at any time within the Non-competition Period, induce or seek to induce, any other employee of Employer to terminate his or her employment relationship with Employer. If this Agreement expires at the end of its term without Executive’s employment with Employer having terminated (for any reason) prior to such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that expiration, the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions 7 shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, effective against or apply to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityExecutive.

Covenant Not to Compete. Commencing on Employee hereby covenants and agrees that during the Closing Date initial and ending on any renewal term of this Agreement, and for a period of one year following the three (3) year anniversary termination of this Agreement, Employee shall not be engaged within the United States, either directly or indirectly, in any matter or capacity, whether as an advisor, principal, agent, partner, officer, director, employee, member of an association, or otherwise, in any business or activity, or own beneficially or of record, five percent or more of the Closing Date (outstanding stock of any class of equity securities in any corporation in competition with the “Restricted Period”)business then being conducted by the Company; furthermore, the Restricted Party shall not, and shall cause each of his affiliates Employee agrees not to, anywhere in the Restricted Territoryto solicit, directly or indirectly, engage any current employee of the Company for employment or engagement in any Competitive Activitiescapacity outside of the Company, its subsidiaries or affiliates. The Restricted Territory shall mean anywhere If Employee should breach the foregoing covenant, the Company will cease making payments described in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as previous section regarding Termination of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effectAgreement, and any such overbroad associated payments contained therein; and remaining unexercised stock options shall immediately be cancelled and benefit plan provisions described in the Termination Section 7 shall be deemedimmediately discontinued. Additionally, without further action on at the part option of any Personthe Board of Directors, the Company may chose to be modifiedextend the covenant not to compete set forth herein for a period of up to an additional twelve months, amended and/or limitedbeyond the initial twelve month period already stipulated herein. In consideration for such election, but only the Company agrees to make payment to the extent necessary Employee the annualized salary and bonus equal to render that in effect during the same valid fiscal year at the time of termination. During this additional period of extension and enforceable in such jurisdiction. For purposes payment, Employee agrees not to solicit, directly or indirectly, any current employee of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means employment or engagement in any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) capacity outside of the outstanding shares of any such entityCompany, its subsidiaries or affiliates.

Covenant Not to Compete. Commencing on (a) Except as otherwise provided for in this Agreement, during the Closing Date and ending on Term of this Agreement and, if this Agreement is terminated for any reason during the three (3) Term, for one year anniversary following such date of the Closing Date termination (the “Restricted Termination Period”), the Restricted Party Executive shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in compete with respect to any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly services or through any Company Subsidiary) conducts its Business (as defined below) products of Employer which are either offered or are being developed by Employer as of the Closing Date. The Restricted Party acknowledges that date of termination; or, without limiting the Company conducted its Business throughout generality of the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall foregoing, be deemed or become, or agree to be engaged or become, interested in Competitive Activities if such Restricted Party or associated with, in any of his affiliates capacity (i) serves whether as a partner, shareholder, owner, officer, director, memberexecutive, managerprincipal, trustee agent, creditor, trustee, consultant, co-venturer or partner of, or consults with, advises or assists in any way, whether or not for considerationotherwise), any individual, corporation, firm, association, partnership, firm, proprietorship joint venture or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitorentity, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance which competes with respect to any such Competitor. In services or products of Employer which are either offered or are being developed by Employer as of the event a court date of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Businesstermination; provided, however, that the term “Competitive Activities” shall Executive may own, solely as an investment, not include the passive ownership more than 9.99% of any class of securities of entities which any corporation in competition with Isonics whose securities are listed traded on a any national securities exchange or traded in the national over-the-counter market United States of America. (b) Employer and Executive agree to the following: this provision does not impose an undue hardship on Executive and is not injurious to the public; this provision is necessary to protect the business of Employer and its affiliates; the nature of Executive’s responsibilities with Employer under this Agreement require Executive to have access to Confidential Information, as such term is defined in an amount Section 10 of this Agreement, which shall not exceed two percent (2%) is valuable and confidential to all of the outstanding shares business; the scope of this Section 8 is reasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 8, including consideration herein. (c) In the event that any of the covenants in this Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of extending for too great a period of time or by reason of being too extensive in any other respect, it shall be interpreted to extend over the maximum period of time for which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, and enforced as so interpreted, all as determined by such entitycourt in such action. Executive acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

Covenant Not to Compete. Commencing on For a period of five (5) years from the Closing Date and ending on the three (3) year anniversary Date, no Seller or Affiliate of the Closing Date (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, any Seller will directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates : (i) serves as a shareholderengage in, ownercontinue in or carry on any business which competes with the business of any Company or Subsidiary or is substantially similar thereto, officerincluding owning or controlling any financial interest in any corporation, directorpartnership, member, manager, trustee firm or partner of, or consults other form of business organization which is so engaged; (ii) consult with, advises license or assists sell Intellectual Property or Technology to, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship firm or other business organization that engages which is now or becomes a competitor in any Competitive Activity (a “Competitor”) or (ii) endorses aspect with respect to the services business of any Company or Subsidiary; (iii) offer employment to an employee of any Company or Subsidiary during his or her employment with the Company or Subsidiary or within six months following termination of such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemedemployment, without further action on the part prior written consent of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the BusinessPurchaser; provided, however, that nothing in this clause (iii) shall prohibit any Seller or Affiliate of any Seller from employing any person who responds a general solicitation to the term “Competitive Activities” public or general advertising; or (iv) engage in any practice the purpose of which is to evade the provisions of this covenant not to compete or to commit any act which adversely affects the business of any Company or Subsidiary; provided, however, that the foregoing shall not include prohibit (a) the passive ownership of securities of entities corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) 5% of the outstanding shares of any such entitycorporation; or (b) any Seller or Affiliate of any Seller from engaging in any Existing Business Activities. The parties agree that the geographic scope of this covenant not to compete shall extend throughout the jurisdictions in which the Companies and the Subsidiaries operate, sell products or provides services as of the Closing (or in which any such activities were conducted within twelve (12) months prior to the Closing). In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction.

Covenant Not to Compete. Commencing on the Closing Date and ending on the three For a period of four (34) year anniversary of years from the Closing Date (the “Restricted Non-Compete Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territoryno Shareholder will, directly or indirectly, engage in, continue in or carry on any Competitive Activities. The Restricted Territory shall mean anywhere business which is competitive with the Business, including owning or controlling any financial interest in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship firm or other form of business organization which is so engaged; provided, however, that engages the foregoing shall not prohibit the ownership of securities of Buyer as herein contemplated or in any Competitive Activity (other corporations which are listed on a “Competitor”) national securities exchange or (ii) endorses traded in the services national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such Competitorcorporation. Buyer confirms and agrees that Fiskars, solicits customersInc., provides an affiliate of the Shareholders, currently designs, manufactures and sells surge protectors and the other products identified in Schedule 5.1. (a) and this Section 5.1 is not intended in any manner to limit or restrict Fiskars, Inc. or any other affiliate of the Shareholders from conducting any part of that business. The parties agree that the geographic scope of this covenant not to compete shall extend worldwide. The parties agree that Buyer may sell, assign or otherwise serves as an intermediary for any such Competitor transfer this covenant not to compete, in whole or loans money or renders any other form of financial assistance in part, to any such Competitorperson, corporation, firm or entity that purchases all or part of the business of the Fiskars Companies. In the event a court of competent jurisdiction determines that the provisions of this Section 2 covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad over broad provisions shall be deemed, without further action on the part of any Personperson, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes As of this Letter Agreementthe Closing, Buyer and Fiskars will enter into the term (iform of Non-Compete Agreement annexed hereto as Schedule 5.1(a)(1) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes which will be consistent with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityforegoing provisions.

Covenant Not to Compete. Commencing on (a) In consideration of and as an inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, for a period of five (5) years from and after the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”)Date, the Restricted Party shall Seller Parent agrees that it will not, and shall will cause each of his affiliates its Affiliates not to, anywhere in the Restricted Territoryengage, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere own, manage, operate, join, control, or participate in the world where ownership, management, operation or control of, or render services to, whether as a partner, stockholder, member, principal, agent, consultant, employee, or independent contractor, any business whether in corporate, proprietorship or partnership form or otherwise with respect to any product or service that is the Company same as or competitive with the Business (a “Competitive Business”), on a worldwide basis; provided, however, that ownership of less than 5% of the outstanding stock of any publicly traded Person shall not be deemed to be a violation of this provision. (b) For a period of five years after the Closing Date, Sellers and their respective Affiliates shall not use the Retained ▇▇▇▇ or any trademark or service ▇▇▇▇ confusingly similar to the Retained ▇▇▇▇ to engage, directly or through indirectly, in a Competitive Business, including the sales of products, services or other commercial activity, or license the Retained ▇▇▇▇ to third parties for use in connection with a Competitive Business. Sellers further warrant as of the Closing Date there are no licenses of the Retained ▇▇▇▇ to third parties for use in a Competitive Business. (c) Regardless of any Company Subsidiaryprovision of Section 5.9 (a) conducts or (b) to the contrary, nothing in this Section shall prohibit, restrict or otherwise limit Seller or any of its Business Affiliates from (i) reselling the products set forth on Exhibit A to the Supply Agreement and the functional substitutes for such products (the “Permitted Products”), whether manufactured by Buyer or its Affiliates or by third parties, so long as such products are incorporated into and resold only as part of a Permitted Integrated System (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or was not offered for sale by any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries FS Tech Entity prior to the Closing Date; (ii) providing support and repair services for Permitted Integrated Systems that include, consisting as part of serving as a global solutions provider for such Permitted Integrated Systems, the fire safety and oil additives industries Permitted Products; or (iii) using the Retained ▇▇▇▇ in furtherance of the purposes of subsections (i) and (ii) hereof. A “Competitive ActivitiesPermitted Integrated System” as used herein means shall mean either (1) a system or solution offered by Federal Signal’s Safety and Security Systems Group (x) that utilizes mobile cameras together with any activity of the following: light bars (including mobile emergency and amber light products), communication systems, wireless broadband data networks, wireless transit systems or service LTE public safety systems, or (y) that competes with utilizes fixed cameras, provided that in the Business; provided, howevercase of (y), the term “Competitive Activities” shall not include Permitted Products integrated into the passive ownership system or solution comprise less than 66% of securities the value of entities which are listed on a national securities exchange such system or traded in the national over-the-counter market in an amount which shall not exceed two percent solution; or (2%) of the outstanding shares of any a system or solution offered by Federal Signal’s Environmental Solutions Group that utilizes ALPR hardware and related software as optional equipment on new vehicles, provided that such entityALPR hardware and software are used only in automatic vehicle detection and identification applications.

Covenant Not to Compete. Commencing In consideration of Purchaser’s consummation of the transactions contemplated hereby, and as a material inducement to Purchaser to enter into this Agreement, Seller covenants and agrees as during the period beginning on the Closing Date and ending on the three (3) year fifth anniversary of the Closing Date (the “Restricted Noncompete Period”), the Restricted Party Seller shall notnot at any time, and shall cause each of his affiliates not to, anywhere in the Restricted Territoryany capacity, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as be a shareholderCompeting Organization, owner, officer, director, member, manager, trustee or partner ofprovide any services to any Competing Organization, or consults withhave any direct or indirect ownership, advises financial or assists management interest in any wayCompeting Organization; (ii) solicit the employment of or hire any former employee of the Business or employee of Purchaser, whether or not for considerationin any way interfere with the relationship between Purchaser and any of its employees; or (iii) solicit the business of any then existing or prospective client, any corporationcustomer, partnershipalliance partner, firmsupplier, proprietorship licensee, licensor, franchisee or other business organization that engages relation of Purchaser, or in any Competitive Activity way interfere with the business relationship between Purchaser and such Persons. “Competing Organization” shall include any Person (a “Competitor”i) located or doing business anywhere in North America, and (ii) endorses then engaged in or about to become engaged in, a business identical to or similar to the services Business. If, at the time of enforcement of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 5.5 a court holds that the restrictions stated herein are excessively broad as to durationunreasonable or unenforceable, geographical the parties agree that the maximum period, scope or activitygeographical area reasonable or otherwise enforceable under such circumstances shall be substituted for the stated period, it is expressly agreed scope or area. The parties acknowledge and agree that the breach of any term or provision of this Section 2 5.5 by Seller shall be construed so cause irreparably harm to Purchaser and that in addition to any other remedies, Purchaser may apply to any court of law or equity of competent jurisdiction for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Section 5.5. Parties further acknowledge and agree that the remaining provisions restrictions of this Section 5.5 shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, apply to be modified, amended and/or limited, but only Seller to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior allow Seller to the Closing Date, consisting of serving as a global solutions provider complete current contracts for the fire safety and oil additives industries and (ii) “Competitive Activities” Commonwealth of Pennsylvania, as used herein means any activity or service that competes with described on the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityattached Schedule 5.5.

Covenant Not to Compete. Commencing (a) For the period beginning on the Closing Date and ending on the three third (33rd) year anniversary of the Closing Date (and anywhere where the “Restricted Period”)Sellers and/or their Affiliates have made sales in respect of the Business in the 12 months prior to the date of this Agreement, the Restricted Party Mallinckrodt UK shall not, and shall cause each of his affiliates its Affiliates not to, anywhere in the Restricted Territory, directly or indirectly, on their own behalf or on behalf of any other person, own any interest in, manage, control, participate in (whether as an owner, operator, manager, consultant, agent, representative or otherwise), render services to or otherwise engage in any Competitive Activities. The Restricted Territory shall mean anywhere in activities that are directly competitive with the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) conducted by the Sellers and their Affiliates on and as of the Closing Datedate hereof and as of the Closing) (“Competitive Activities”). The Restricted Party acknowledges Notwithstanding the foregoing, each Buyer hereby agrees that the Company conducted its Business throughout covenant set forth in the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party immediately preceding sentence shall not be deemed to be engaged prohibit any of the following: (i) Mallinckrodt UK or its Affiliates providing services to any Buyer or its Affiliates under or participating in any other arrangement contemplated by the Transition Services Agreement or any other Ancillary Agreement, (ii) the ownership or acquisition by Mallinckrodt UK or any of its Affiliates of any firm, person or entity which engages, directly or indirectly, in Competitive Activities if such Restricted Party Competitive Activities account for less than fifteen percent (15%) of such person’s consolidated annual revenues in any given calendar year (provided that, in no event shall Mallinckrodt UK or any of his affiliates its Affiliates own or acquire any interest in the persons set forth on Schedule 6.7(a); provided further that, subject to compliance with the other provisions of this Section 6.7(a), the foregoing restriction shall not prohibit Mallinckrodt UK or any of its Affiliates from owning or acquiring any direct or indirect parent company or Affiliate of any person or business set forth on Schedule 6.7(a) if (iand only if) serves as such parent company or Affiliate owns and operates material revenue-generating businesses in addition to a shareholdernuclear imaging business), owner, officer, director, member, manager, trustee (iii) Mallinckrodt UK or partner of, or consults with, advises or assists its Affiliates engaging in any waybusiness (other than the Business), whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Competitive Activities, (iv) manufacturing and supplying to third parties raw materials, active pharmaceutical ingredients or intermediate compounds (but not finished products ready for considerationdistribution and sale and intended for use in connection with the diagnostic imaging of human ailments) whether or not any of the foregoing are used by such third party in connection with Competitive Activities and (v) the acquisition by Mallinckrodt UK or its Affiliates of rights to any product (whether by purchase, any corporationlicense or otherwise) that may be used for Competitive Activities, partnership, firm, proprietorship as long as either such product is not so employed or other business organization is a product that engages falls within the exception set forth in any Competitive Activity (a “Competitor”) or clause (ii) endorses the services of this sentence as if any such Competitor, solicits customers, provides product was an acquired entity or otherwise serves as an intermediary person for any purposes of such Competitor or loans money or renders any other form of financial assistance to any such Competitorclause (ii). In the event that Mallinckrodt UK or any of its Affiliates acquires (A) any firm, person, product or entity which is engaged in Competitive Activities in excess of the threshold permitted by clause (ii) of the immediately preceding sentence or by clause (v) of the immediately preceding sentence if a court product is involved that falls within the exception set forth in clause (ii) of competent jurisdiction determines the immediately preceding sentence or (B) any direct or indirect parent company or Affiliate of any person set forth on Schedule 6.7(a) (regardless of whether or not such parent company or affiliate is engaged in Competitive Activities in excess of the threshold in clause (ii)), the acquisition and ownership of such a firm, person, product or entity shall not violate this Section 6.7 so long as Mallinckrodt UK and/or its Affiliates use their best efforts to divest any such product or portion of that firm, person or entity that is involved in such Competitive Activities within eighteen (18) months after such acquisition. (b) If Mallinckrodt UK experiences a Change of Control and the third party involved in such Change of Control or any of its Affiliates immediately prior to such Change of Control (collectively, the “Mallinckrodt UK Acquirer”) is engaging in Competitive Activities (each, a “Mallinckrodt UK Acquirer Competitive Activity”), then notwithstanding Section 6.7(a), the Mallinckrodt UK Acquirer (but not Mallinckrodt UK or any of its Affiliates immediately prior to the Change of Control, except to the extent Mallinckrodt UK or any of its Affiliates is then engaging in any such Mallinckrodt UK Acquirer Competitive Activity in a manner that complies with Section 6.7(a)) may continue to engage in any such Mallinckrodt UK Acquirer Competitive Activity. (c) Without limiting the remedies available, the Parties agree that damages at law would be an insufficient remedy in the event of breach of this Section 6.7 by Mallinckrodt UK or its Affiliates and that the Buyers shall be entitled to seek injunctive relief or other equitable remedies in the event of any such breach or threatened breach. (d) If any of the provisions of this Section 2 6.7 are excessively broad held to be unenforceable in any jurisdiction, then, as to durationsuch jurisdiction, geographical scope or activity, it is expressly agreed that this Section 2 such provision shall be construed so that ineffective to the extent of its unenforceability in such jurisdiction, without affecting the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable this Section 6.7 in such jurisdiction. For purposes , or affecting in any other jurisdiction the validity or enforceability of such provision or of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entitySection 6.7.

Covenant Not to Compete. Commencing on Seller and each of its affiliates agree that, for a period of five (5) years after the Closing Date and ending on (except for any Branch Office located in South Carolina, in which case the restrictive period shall be three (3) year anniversary of the Closing Date (the “Restricted Period”years), the Restricted Party shall not, and shall cause each neither it nor any of his its affiliates not to, anywhere in the Restricted Territorywill, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere own, manage, operate or control, or participate in the world where the Company (directly ownership, management, operation or through any Company Subsidiary) conducts its Business (control of, or become associated as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderan employee, ownerdirector, manager, officer, directoradvisor, agent, consultant, principal, partner, shareholder, member, manager, trustee independent contractor with or partner of, or consults with, advises or assists in any way, whether or not for considerationlender to, any corporation, partnership, firm, proprietorship person or other business organization that engages entity engaged in any Competitive Activity or aiding others to engage in the Business located or operating anywhere within a forty (a “Competitor”40) or (ii) endorses the services mile radius of any such Competitor, solicits customers, provides or otherwise serves Branch Office. The parties hereto specifically acknowledge and agree that this covenant shall be construed as an intermediary agreement independent of any other provision herein and further agree that the remedy at law for any such Competitor or loans money or renders breach of the foregoing will be inadequate and that Buyer, in addition to any other form relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of financial assistance to any such Competitorproving actual damage. In the event that any portion of the covenants contained in this Section 8 or in Section 9 are held by a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as law to be unenforceable with respect either to its duration, geographical scope area, customer base or activityemployee base, for whatever reason, it is expressly agreed that this Section 2 shall be construed considered divisible both as to time, geographical area, customer base and employee base, so that each month of the remaining provisions specified period shall not be affecteddeemed a separate period of time, but each state within the defined area a separate geographical area, and each employee and customer a separate person, resulting in an intended requirement that the longest lesser period of time, largest lesser geographical area and largest lesser customer and employee base found by such court to be a reasonable restriction shall remain in full force and effectan effective restrictive covenant, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and specifically enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityagainst Seller.

Covenant Not to Compete. Commencing on The provisions of this Paragraph 5 shall apply during the Closing Date Period of Employment with the Company and ending on for a period of two (2) years thereafter following termination of the Executive's employment relationship with the Company for any reason, provided that such non-competition period shall be three (3) year anniversary years if the Executive is entitled to compensation upon termination as contemplated by Subparagraphs 8(a) or 8(b), in either case commencing when the employment relationship has ended (the "Non-Competition Period"). In consideration for Executive's employment by the Company under the terms provided in this Agreement and as a means to aid in the performance and enforcement of the Closing Date (terms of the “Restricted Period”)Unauthorized Disclosure provisions of Paragraph 4, the Restricted Party shall Executive agrees that he will not, and shall cause each without the express written consent of his affiliates not to, anywhere in the Restricted TerritoryCompany, directly or indirectly, anywhere in the United States, engage in any Competitive Activities. The Restricted Territory shall mean anywhere activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part- owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in the world where any other capacity), any business, organization or person other than the Company (or any affiliate of the Company), whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered by the Company and its subsidiaries at the time of the termination of Executive's employment with the Company, which business, activities, products and services shall include in any event peer influence meetings, telemarketing activities, contract sales, field force logistics services and outsource marketing involving pharmaceutical and healthcare companies. However, direct and/or indirect ownership by Executive of not more than five percent (5%) of the number of shares outstanding of a publicly-held corporation which is engaged primarily in such business shall not be considered a violation of the preceding sentence. Further, Executive agrees that Executive shall not, during the Non- Competition Period, directly or through indirectly, solicit or induce any Company Subsidiary) conducts its Business (as defined below) as present or future employee of the Closing DateCompany to accept employment with Executive or with any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive may be associated. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party However, Executive shall not be deemed to be engaged in Competitive Activities violation of the preceding sentence if Executive is approached by such Restricted Party a Company employee regarding employment with Executive. Executive also agrees that Executive shall not employ or cause any of his affiliates (i) serves as a shareholderbusiness, owneroperation, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firmassociation, proprietorship agency, or other business organization that engages in person or entity with which Executive may be associated to employ any Competitive Activity (a “Competitor”) present or (ii) endorses the services future officer, director or regional manager of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or without providing the Company Subsidiaries with ten (10) days' prior to the Closing Date, consisting written notice of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityproposed employment.

Covenant Not to Compete. Commencing on For a period of four (4) years from the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”)Date, the Restricted Party shall not, and shall cause each of his affiliates Employee will not to, anywhere in the Restricted Territory, directly or indirectly: (1) be employed by, engage in, continue in or carry on any business which competes with the business of the Company or is substantially similar thereto, including owning or controlling any financial interest in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company corporation, partnership, firm or other form of business organization which is so engaged; (directly or through any Company Subsidiary2) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderemployed by, owner, officer, director, member, manager, trustee or partner of, or consults consult with, advises advise or assists assist in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship firm or other business organization that engages which is now or becomes a competitor of the Company in any Competitive Activity (a “Competitor”) aspect with respect to the business of the Company, including, but not limited to, advertising or (ii) endorses otherwise endorsing the services products of any such Competitor, solicits customers, provides competitor; soliciting customers or otherwise serves serving as an intermediary for any such Competitor or loans competitor; loaning money or renders rendering any other form of financial assistance to or engaging in any form of business transaction on other than an arm's length basis with any such Competitor. In competitor; (3) offer employment to an employee of the event a court Company, without the prior written consent of competent jurisdiction determines that the Company; or (4) engage in any practice the purpose of which is to evade the provisions of this Section 2 are excessively broad as covenant not to duration, geographical scope compete or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and to commit any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by act which adversely affects the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Businessits business; provided, however, that the term “Competitive Activities” foregoing shall not include prohibit the passive ownership of securities of entities corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) 5% of the outstanding shares of any such entitycorporation. The parties agree that the geographic scope of this covenant not to compete shall extend worldwide due to the nature of the Company's business. The parties agree that the Company may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the Business. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction.

Covenant Not to Compete. Commencing (a) Consultant hereby acknowledges and recognizes the highly competitive nature of the business of the Association and, accordingly, agrees that during the period starting on the Closing Commencement Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”)Termination Date, the Restricted Party Consultant shall not, and shall cause each of his affiliates not except as otherwise permitted in writing by the Association: (i) solicit, offer employment to, anywhere or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the Restricted Territoryeffect of causing any officer or employee of the Association and the Company, directly or indirectlyany of their respective subsidiaries or affiliates, engage to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any Competitive Activities. The Restricted Territory shall mean anywhere in capacity whatsoever to, any firm, corporation, entity or enterprise that competes with the world where business of the Company Association and the Company, or any of their direct or indirect subsidiaries or affiliates, and has offices within a twenty (directly or through any Company Subsidiary20) conducts its Business (as defined below) mile radius of the Association’s offices, determined as of the Closing Date. The Restricted Party effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors (“Competitor”); (ii) serve as a consultant, director, independent contractor, employee of, or provide financial or other assistance to, any Competitor; or (iii) directly or indirectly solicit persons or entities who were customers, clients, or referral sources of the Association and the Company, or their subsidiaries to become a customer, client, or referral source of any Competitor. (b) If Consultant violates any provision contained in Section 6 of this Agreement, the Consultant acknowledges and agrees that the Company conducted its Business throughout the Restricted Territory Association and the Restricted Party provided services Company will be entitled to seek an injunction restraining Consultant from competing or disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Association and to recover any provable damages. Nothing herein will be construed as prohibiting the Association from pursuing any other remedies available to the Association for such breach or threatened breach, including the recovery of damages from Consultant. (c) It is expressly understood and agreed that, although Consultant and the Association and the Company throughout consider the Territory. The Restricted Party restrictions contained in Section 6(a) hereof reasonable for the purpose of preserving for the Association and the Company and their subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 6(a) hereof is an unreasonable or otherwise unenforceable restriction against Consultant, the provisions of Section 6(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be engaged in Competitive Activities if such Restricted Party or any of his affiliates reasonable. (id) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the The provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 6 shall be construed so that survive the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on termination of the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) regardless of the outstanding shares of any such entityreason for termination.

Covenant Not to Compete. Commencing on The Executive acknowledges that he has been and will continue to be provided with Confidential Information in the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party shall not, and shall cause each course of his affiliates not to, anywhere in employment with the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdictionCompany. For purposes of this Letter AgreementSection 8, the term (i) “Business” means the business and operations conducted and operated by "Company" shall include the Company and/or and its Affiliates. The Executive agrees that in order to protect the Company's Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company Subsidiaries and the Executive in Section 7 of this Agreement. Commencing on the day after the end of the Probationary Period the Executive covenants that the Executive shall, during the term of this Agreement and for a period of 180 calendar days following the termination of the Executive's employment hereunder for whatever reason, observe the following separate and independent covenants: (a) Neither the Executive nor any Affiliate (as defined in subsection (c) below) will, without the prior to written consent of the Closing DateCompany, consisting of serving within the Area (as defined in subsection (c) below), either directly or indirectly, (1) become financially interested in a Competing Enterprise (as defined in subsection (c) below) (other than as a global solutions provider for holder of less than five percent (5%) of the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of outstanding voting securities of entities which any entity whose voting securities are listed on a national securities exchange or traded quoted by the NASDAQ Stock Market, including the OTC Bulletin Board or any comparable system), or (2) engage in or be employed by any Competing Enterprise as a consultant, officer, director, or executive or managerial employee. (b) Neither the Executive nor any Affiliate will, without the prior written consent of the Company, either directly or indirectly, on Executive's own behalf or in the national overservice or on behalf of others, solicit, divert or appropriate, or attempt to solicit, divert, or appropriate, to any Competing Enterprise, any person or entity whose account with the Company was serviced by the Company during the term of this Agreement. (c) Neither the Executive nor any Affiliate will, without the Company's prior written consent, either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, solicit, divert, or hire away, or attempt to solicit, divert, or hire away, to any Competing Enterprise, any person employed by the Company whether or not such employee is a full-the-counter market in an amount which shall not exceed two percent (2%) time or a temporary employee of the outstanding shares of any Company and whether or not such entity.employment is pursuant to written agreement and whether or not such employment is at will. The following terms used in Sections 7 and 8 shall have the definitions set forth below:

Covenant Not to Compete. Commencing on (a) Upon effectiveness of this Agreement, in order to protect the Closing Date Confidential Information and ending on trade secrets that Contractor has been provided prior to the three (3) year anniversary time of signing this Agreement and will be provided or exposed to in the scope of his engagement, Contractor agrees not to directly or indirectly, either as an employee, employer, Contractor, agent, principal, member, partner, stockholder, corporate officer, director, investor, creditor, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Closing Date Company as it is operating at the signing of this Agreement and as it will be operating at the date of termination of this Agreement, including but not limited to the development, manufacturing, and sales of petroleum analyzer products and processes or the undertaking of petroleum analysis services of any sort or any other development, manufacturing, sale or servicing related to petroleum products similar to those of the Company, during Contractor’s employment and for a period of five (5) years after the “Restricted Period”)end of engagement with Company throughout the world. This covenant not to compete shall only apply to the business and operations of the Company with regard to the following technology: the Jet Fuel Thermal Oxidation Tester, the Restricted Party Micro Carbon Residue Tester and the Hot Liquid Process Simulator. (b) Contractor further agrees that during the Non-Competition Period Contractor shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territoryany way, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly induce or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services attempt to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides induce or otherwise serves as an intermediary counsel, advise, encourage or solicit any person to leave the employment of Company for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that reason. (c) Contractor further agrees the provisions of this Section 2 are excessively broad 14 shall survive the termination of this Agreement. (d) Contractor, by signing this Agreement, acknowledges and agrees that: i. the limitations as to durationtime, geographical area, and scope of activity to be restrained in this covenant are reasonable and do not impose a greater restraint than is necessary to protect the Confidential Information, goodwill or activityother business interest of Company; ii. Company’s provision of Confidential Information to Contractor above gives rise to Company’s interest in restraining Contractor from competing under this covenant not to compete; iii. this covenant is designed to enforce Contractor’s promise not to disclose such Confidential Information; iv. without this covenant not to compete, Company would not have agreed to enter into this Agreement; and v. this covenant not to compete is valid and binding and Contractor voluntarily and knowingly waives, releases and discharges Company from all claims, liability, demands, and causes of action which Contractor may have, related to this covenant or past covenants not to compete signed by Contractor, including but not limited to any claim that it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affectedunenforceable or unreasonable in terms of time, but shall remain in full force and effectgeographical area, and any such overbroad provisions shall be deemed, without further action on the part and/or scope of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityrestrained.

Covenant Not to Compete. Commencing on (a) IP hereby acknowledges and agrees that UWWH, Spinco and the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not Spinco Business would be irreparably damaged if IP or its Subsidiaries were to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activitiesthe Restricted Business and that doing so would result in a significant loss of goodwill and value by Spinco and the Spinco Business. The Restricted Territory shall mean anywhere Therefore, in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as further consideration of the Closing Date. The Restricted Party acknowledges that amounts to be paid for the Company conducted its Business throughout the Restricted Territory Spinco Common Stock and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any goodwill of his affiliates (i) serves as Spinco, IP covenants and agrees that, for a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services period of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force four years from and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to after the Closing Date, consisting neither IP nor any of serving as a global solutions provider its Subsidiaries shall, without the prior written consent of the Surviving Corporation, directly or indirectly, either for itself or for any other Person, own or acquire any interest in, operate, manage, control, or engage in, any business or Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages, or proposes to engage in, any portion of the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Restricted Business; provided, however, that nothing set forth in this Section 8.22 shall prohibit IP or its Subsidiaries from (i) selling, distributing or otherwise providing any products manufactured by third parties that are ancillary to, and sold in connection with, sales of products manufactured by IP or its Affiliates (e.g., polypropylene lids for IP-manufactured food containers) (“IP Ancillary Products”) so long as all such IP Ancillary Products in the term aggregate (other than polypropylene lids for IP-manufactured food containers) are of a de minimis value in relation to all IP manufactured Covered Products in the aggregate, (ii) selling any products to or performing any services for the Surviving Corporation or any of its Subsidiaries; or (iii) acquiring the assets or capital stock or other equity interests of any other Person engaged in a Restricted Business; provided, that, subject to Section 8.22(b), in the case of clause (iii), IP shall divest or terminate such Restricted Business within 12 months of its acquisition. (b) The obligation and ability of IP to divest in accordance with the proviso to clause (iii) of Section 8.22(a) above shall be subject to the following: (i) If prior to the fourth anniversary of the Closing Date, IP or any of its Subsidiaries acquires the assets or capital stock or other equity interests of any other Person engaged in a Restricted Business (which, for the avoidance of doubt will include the Persons listed on Schedule 8.22(b)) (an “Competitive Activities” Acquired Competing Business”), IP shall no later than 20 Business Days after such acquisition notify the Surviving Corporation in writing of such acquisition. IP’s notice to the Surviving Corporation (the “Proposed Sale Notice”) shall state IP’s intention to sell all of the Acquired Competing Business (the “Proposed Sale”), the price that IP proposes to be paid for such Acquired Competing Business (the “Proposed Sale Price”), and the other material terms of the Proposed Sale. (ii) At any time within 90 days after the date of the receipt by the Surviving Corporation of the Proposed Sale Notice, the Surviving Corporation shall have the right and option (but not the obligation) to purchase all of the Acquired Competing Business covered by the Proposed Sale Notice at the Proposed Sale Price (or, if the Proposed Sale includes any consideration other than cash, then at the equivalent cash price, determined in good faith by IP and the Surviving Corporation) and on the terms and conditions described in the Proposed Sale Notice, by delivering an irrevocable written notice (the “Acceptance Notice”) to IP indicating that the Surviving Corporation (or designee thereof) shall purchase the Acquired Competing Business being offered in the Proposed Sale and designating a date for the closing that is within 90 days after receipt of the Acceptance Notice (subject to any necessary extensions for regulatory or other required approvals to consummate such closing). (iii) During such 90-day period, for purposes of evaluating the Proposed Sale, IP, with respect to the Acquired Competing Business, shall provide, or cause to be provided to, the Surviving Corporation and its Representatives reasonable access to the Representatives of IP and the Acquired Competing Business during normal business hours and in a manner that does not unreasonably interfere with business and operations of IP and the Acquired Competing Business. Such access shall include access to the Acquired Competing Business’ properties, Contracts, commitments, books, records, financial and operating data and other information, including environmental information, papers, plans and drawings and any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws. Notwithstanding the foregoing, none of IP, the Acquired Competing Business or their respective Subsidiaries, as applicable, shall be required to provide any information to the extent that such information or to the extent that such access would constitute a waiver of the attorney-client privilege or violate any law or Contract. The Surviving Corporation will hold, and will cause its respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from IP or the Acquired Competing Business, directly or indirectly, in confidence. (iv) The closing will be effected by delivery by wire transfer of immediately available funds (and any such non-cash consideration to be paid) to IP at the principal office of the Surviving Corporation against delivery of certificates or other instruments representing the Acquired Competing Business so purchased, appropriately endorsed by IP (or other conveyance documentation reasonably requested by the purchaser in the case of uncertificated securities or other acquired assets). If at the end of the 90-day period the Surviving Corporation has not delivered an Acceptance Notice, IP may, during the 270 days immediately following such 90-day period, sell the Acquired Competing Business that is the subject of the Proposed Sale to a transferee for consideration having a value of not less than 100% of the Proposed Sale Price and on other terms not materially less favorable in the aggregate to IP than those contained in the Proposed Sale Notice. Promptly after such sale, IP shall notify the Surviving Corporation of the consummation thereof and shall furnish such written evidence of the completion of such sale and of the terms thereof as may reasonably be requested by the Surviving Corporation. If IP is unable to sell the Acquired Competing Business that is the subject of the Proposed Sale during such 270 days in accordance with the terms set forth in this Section 8.22(b), then IP shall offer to sell such Acquired Competing Business to the Surviving Corporation at a price determined by an independent valuation firm mutually selected in good faith by the Parties; provided that, for the avoidance of doubt, in connection with such offer to sell, the Surviving Corporation shall have no obligation to purchase such Acquired Competing Business. (c) The Parties agree that the covenants included in Section 8.20, Section 8.21 and this Section 8.22 are, taken as a whole, reasonable in their geographic and temporal coverage and are necessary to protect the goodwill of the businesses of the Surviving Corporation and its Subsidiaries and the substantial investment made by the stockholders of the Surviving Corporation, and no Party shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provisions of Section 8.20, Section 8.21 or this Section 8.22 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem and such provisions shall be enforced with such reforms. (d) The Parties acknowledge and agree that in the event of a breach or threatened breach of the provisions of Section 8.20, Section 8.21 or this Section 8.22, monetary damages shall not include the passive ownership of securities of entities which are listed on constitute a national securities exchange or traded sufficient remedy. Consequently, in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares event of any such entitybreach or threatened breach, the non-breaching Party shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the non-breaching Party at law or in equity (including, without limitation, awards of monetary damages): (i) in the case of Section 8.20, Section 8.21 and this Section 8.22, the right and remedy to have the provisions of Section 8.20, Section 8.21 or this Section 8.22 specifically enforced by a court of competent jurisdiction without the requirement of posting a bond or proving actual damages, it being agreed that any breach or threatened breach of Section 8.20, Section 8.21 or this Section 8.22 would cause irreparable injury to the non-breaching Party and that money damages alone would not provide an adequate remedy to the non-breaching Party. (ii) in the case of Section 8.21 and this Section 8.22 (and not Section 8.20) and the provisions of the second proviso of Section 8.5 of the Distribution Agreement, the right and remedy to require the breaching Party, on a joint and several basis, to pay to the Surviving Corporation the greater of (x) the amount of any payments, profits or other benefits derived or received directly or indirectly by such Person (determined net of any related costs incurred in such sales, including cost of goods sold) as the result of any actions constituting a breach of the provisions of Section 8.21 or this Section 8.22 and the provisions of the second proviso of Section 8.5 of the Distribution Agreement and (y) the total amount of any damages a court may award to the non-breaching Party for breach of the provisions of Section 8.21 or this Section 8.22, or the provisions of the second proviso in Section 8.5 of the Distribution Agreement.

Covenant Not to Compete. Commencing on (a) As an inducement to Buyer to enter into this Agreement, the Selling Parties and their Affiliates agree that for a period of five (5) years after the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party Selling Parties shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage own an interest in, manage, operate, join, control or participate in the ownership, management, operation or control of any Competitive Activities. The Restricted Territory shall mean profit or non-profit business or organization which anywhere in the world where (the Company “Territory”) develops, formulates, tests, produces, licenses, commercializes, manufactures or distributes a product for medical or industry purposes incorporating Clozapine. (directly b) If a court determines that the foregoing restrictions are too broad or through any Company Subsidiary) conducts its Business (as defined below) as otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each of the Closing Date. The Restricted Party acknowledges parties acknowledges, however, that this Section 9.10 has been negotiated by the parties and that the Company conducted its Business throughout geographical and time limitations on activities are reasonable in light of the Restricted Territory and the Restricted Party provided services circumstances pertaining to the Company throughout parties. (c) In the Territory. The Restricted Party event of any breach or threatened breach by the Selling Parties of any provision of this Section 9.10, Buyer shall be deemed entitled to seek injunctive or other equitable relief restraining such party from competing or soliciting in violation of this Section. Such relief, if obtained, shall be engaged in Competitive Activities if such Restricted addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages. (d) Notwithstanding the foregoing, the covenant not to compete contained in this Section 9.10 shall not apply to any independent third party that has initiated the development, formulation, test, production, license, commercialization, manufacture or distribution of a product for medical or industry purposes incorporating Clozapine and that subsequently acquires control of a Selling Party or any of his affiliates (i) serves as a shareholderits Affiliates by way of merger, ownerstock purchase, officer, director, member, manager, trustee unit purchase or partner ofotherwise, or consults withacquires all or substantially all of the assets of the Selling Parties or any of their Affiliates and holds such assets in a separate subsidiary, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that but the provisions of this Section 2 are excessively broad as 9.10 shall thereafter continue to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only apply to the extent necessary to render the same valid and enforceable in acquired Selling Party, Affiliate or such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entitySubsidiary.

Covenant Not to Compete. Commencing on (a) Executive agrees that during the Closing Date Employment Period, and ending on for one year after the three (3) year anniversary of the Closing Termination Date (the “Restricted "Noncompete Period”"), he will neither directly nor indirectly engage in, have any interest in, own, manage, operate, control, be connected with as a stockholder, joint venture, officer, employee, partner or consultant or invest or participate in a business competing with any of the Restricted Party shall notbusinesses then conducted (or, and shall cause each to the knowledge of his affiliates not toExecutive, anywhere planned to be conducted within one year) by the Company or any of its successors or then Subsidiaries, within any geographical area in which the Restricted Territory, directly Company or indirectly, its Subsidiaries engage or plan within one year to engage in any Competitive Activitiessuch businesses. The Restricted Territory During the Noncompete Period, Executive shall mean anywhere in the world where the Company (not directly or indirectly through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates another entity: (i) serves as a shareholder, owner, officer, director, member, manager, trustee Induce or partner ofattempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or consults with, advises or assists in any wayway interfere with the relationship between the Company or any Subsidiary and any employee thereof, whether or (ii) Induce or not for considerationattempt to induce any customer, any corporationsupplier, partnership, firm, proprietorship licensee or other business organization that engages relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, or in any Competitive Activity (a “Competitor”) or (ii) endorses way interfere with the services of relationship between any such Competitorcustomer, solicits customerssupplier, provides licensee or otherwise serves business relation and the Company or any Subsidiary. (b) Nothing contained in this Section 12 shall prevent Executive from owning an interest in any corporation or other business entity, whether public or private, provided such corporation or other business entity is not competing directly or indirectly with the Company or its subsidiaries as an intermediary for any such Competitor described in Section 12. Nothing contained herein shall prevent Executive from serving as a paid consultant to other companies or loans money serving as a member of the Board of Directors of other corporations. (c) If, under the circumstances existing at the time of enforcement of this Section 12, the period, scope of geographic area described in this Section 12 shall be found or renders any other form of financial assistance to any such Competitor. In the event held by a court of competent jurisdiction determines to be unreasonable, the parties hereto agree that the provisions maximum period, scope or geographic area reasonable under the circumstances shall be substituted for the stated period, scope or geographic area. (d) The parties hereto agree that, in the event of the breach of Section 11 or this Section 12 by Executive, monetary damages alone would not be an adequate remedy to the Company and its Subsidiaries for the injury that would result from such breach, and that the Company and its Subsidiaries shall be entitled, at any time after such breach, to immediately obtain injunctive relief prohibiting any further breach of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed Agreement. Executive further agrees that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated injunctive relief obtained by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityof its Subsidiaries shall be in addition to monetary damages.

Covenant Not to Compete. Commencing on For a period of five (5) years from and after the Closing Date Date, each of Seller and ending on each Shareholder agrees that it, he or she will not (i) directly or indirectly, engage in, manage, operate, control, conduct, consult for or be employed in a management capacity by, provide services to or invest in any business or venture in competition with the three Business or PSC or Parent in the Geographic Territory (3) year anniversary as defined below); provided however, that ownership of less than 1% of the Closing Date outstanding stock of any publicly traded corporation shall not be deemed to violate this clause, (ii) within the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Geographic Territory, directly or indirectly, engage in solicit or attempt to solicit any Competitive Activities. The Restricted Territory shall mean anywhere customer or client of PSC or Parent or patient of Practice other than in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as course of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory a Shareholder's normal performance of services and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves duties for Practice as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) physician-shareholder thereof; or (iiiii) endorses solicit or employ or attempt to solicit or hire away or employ any employee of PSC or Parent or Practice. If the services final judgment of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines declares that the provisions any term or provision of this Section 2 are excessively broad as is invalid or unenforceable, the Shareholders and PSC agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Personarea, to be modifieddelete specific words or phrases, amended and/or limited, but only or to the extent necessary to render the same replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable in such jurisdictionand that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. For purposes The parties agree that the Business currently serves territories each with greater than an eight (8) mile radius of this Letter AgreementSeller's various office locations. Accordingly, as used herein, the term "Geographic Territory" shall mean each area within an eight (i) “Business” means 8) mile radius of each of the business office locations of Seller. The parties agree that the restraints set forth above in this Section 7.7 are reasonable in respect to subject matter, length of time and operations conducted geographic area. Each of Seller and operated by the Company and/or Shareholders agrees that the Company Subsidiaries prior restrictions on their activities contained in this Section are reasonable and necessary to protect the Closing Dategoodwill and relationships, consisting economic advantage and other legitimate interests of serving PSC and Parent, and that, were it, he or she to breach any of the covenants contained in this Section 7.7, PSC would be harmed and the damage to PSC would be irreparable. Accordingly, Seller and the Shareholders acknowledge and agree that, as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded PSC's legal remedies may be inadequate in the national over-the-counter market in an amount which shall not exceed two percent (2%) event of a breach of the outstanding shares of any covenants in this Section 7.7, in addition to damages and other remedies available to PSC, such entitycovenants may be enforced by injunction or other equitable remedies.

Covenant Not to Compete. Commencing For the consideration described in this Agreement to be paid to Executive, Executive agrees that during the term of his employment with the Company or Related Corporation and for a period of one (1) year following the close of business on the Closing Date and ending on the three (3) year anniversary date of the Closing Date termination his of employment he will not (except as a consultant to the “Restricted Period”Company or an Affiliate), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territoryjointly or independently, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere and/or participate in the world where cold-storage warehousing business or the motor carrier business for transportation of dry (non-perishable and non-temperature controlled), perishable and/or temperature controlled truckload, less-than-truckload (“LTL”) and/or distribution shipments rated as LTL shipments or distribution shipments, respectively, according to the provisions of tariffs and shipper contracts to which the Company or an Affiliate is a party, either as a common motor carrier, contract motor carrier, freight transportation broker, third-party logistics provider or otherwise, in interstate commerce, in intrastate commerce and/or in international commerce (directly or through any Company Subsidiarythe “Competing Business”) conducts its Business within the forty-eight (as defined below48) as contiguous states of the Closing Datecontinental United States. The Restricted Party It is recognized and agreed that Executive has conducted motor carrier operations in interstate commerce, in intrastate commerce and in international commerce for several years and has accumulated expertise and familiarity with operations involving the Competing Business on a national and international basis. Executive further agrees, acknowledges and solemnly declares that he has appreciable knowledge, experience and expertise in the motor freight business, the freight transportation broker business and the third-party logistics provider business, and that his being in competition with the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services or any Affiliate would be extremely detrimental to the Company throughout or the TerritoryAffiliate, and accordingly, Executive covenants, warrants and agrees that during the term of his employment and during the one (1) year period described herein, he will not, jointly or independently, directly or indirectly, take or permit to be taken on his behalf any action making use of such expertise, knowledge or information in a Competing Business (provided that the Executive shall not be restricted hereby from owning or acquiring 5% or less of the outstanding voting securities of a public company that engages in such business), provided that, the foregoing restriction will terminate immediately if the Executive’s employment with the Company or Related Corporation is terminated by the Company or the Related Corporation Without Cause or by the Executive for Good Reason. The Restricted Party shall be deemed foregoing provision is not intended to be engaged override, supersede, reduce, modify or affect in Competitive Activities if such Restricted Party any manner any other noncompetition covenant or agreement entered into between Executive and the Company or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee its Affiliates. Any such covenant or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but agreement shall remain in full force and effect, and effect in accordance with its terms. Executive agrees that at any such overbroad provisions shall be deemedtime during the non-competition period he will not, without further action on the part prior written consent of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term Company: (i) “Business” means the business and operations conducted and operated by request or advise any customer or client of the Company and/or or of any Affiliate (including but not limited to any customers or clients of the Company Subsidiaries prior or of any Affiliate who are shippers, receivers, freight transportation brokers or third-party logistics providers) having or expected to have business dealings with the Company or any Affiliate pertaining to the Closing DateCompeting Business to withdraw, consisting curtail or cancel such business or business dealings, or to take any business to a competitor of serving as a global solutions provider for the fire safety and oil additives industries and Company or any Affiliate; or (ii) “Competitive Activities” as used herein means provide any activity person a partial or service that competes complete list, whether orally or in writing, of customers having business dealings with the Company or any Affiliate pertaining to the Competing Business or who are known to him to have had business dealings with the Company or the Affiliate pertaining to the Competing Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entity.

Covenant Not to Compete. Commencing on a. The Executive agrees that during his employment by the Closing Date Company (which shall be deemed to include the period during which the Executive is receiving any severance payments, as set forth in Section 2 hereof) and ending on for the three twenty-four months immediately following the Employment Term (3) year anniversary of the Closing Date (the “Restricted Period”including any extensions thereof, as provided herein), the Restricted Party Executive shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, either directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly whether by establishing a new business or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory by joining an existing one, and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves whether as a shareholderprincipal, owneremployee, stockholder, officer, director, memberbroker, manageragent, trustee consultant, corporate officer, licensor or partner ofin any other capacity, compete with the Company or become associated with a business enterprise which competes with any business operation of the Company, or consults withany business operation of the Company planned prior to the Executive's termination of employment, advises in the geographical areas in which the Company is then doing or assists proposes to do business during such twenty-four month period; provided, however, that if the Company terminates this Agreement without cause (as defined in any waySection 5 hereof), whether or Executive shall not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance be subject to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed 8. b. The Executive and the Company intend that this Section 2 covenant not to compete shall be construed so that as a series of separate covenants, one for each county and each product line. If, in any judicial proceeding, a court shall refuse to enforce any one or more of the remaining provisions shall not be affectedseparate covenants deemed included in subsection (a) of this Section 8, but shall remain in full force and effect, and any then such overbroad provisions unenforceable covenant shall be deemed, without further action on deemed severed from this Agreement for the part purposes of any Person, to be modified, amended and/or limited, but only such judicial proceeding to the extent necessary to render permit the same valid remaining separate covenants to be enforced. c. The Executive acknowledges that the Company conducts business on a world-wide basis, that its sales and enforceable in such jurisdiction. For purposes of this Letter Agreementmarketing prospects are for continued expansion into world markets and that, therefore, the term (i) “Business” means territorial and time limitations set forth in this Section 8 are reasonable and properly required for the adequate protection of the business of the Company and operations conducted and operated its subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to the reduction of the territorial or time limitation to the area or period which such court deems reasonable. d. The existence of any claim or cause of action by the Executive against the Company shall not constitute a defense to the enforcement by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares foregoing restrictive covenants, but such claim or cause of any such entityaction shall be litigated separately.

Covenant Not to Compete. Commencing on (a) Executive recognizes that the Closing Date services to be performed by him hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Company that Executive agree, the Restricted Party and accordingly, Executive does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The time during the term of the Agreement and the "Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Period" (as defined in Section 9(e) below): (i) except as provided in Subsection (d) below, be engaged in the representation of professional soccer athletes in their negotiation of player and endorsement contracts as well as representation of soccer clubs to procure players, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, Executive, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any Executive or agent of Company or any affiliate thereof. (b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the term of the Closing Date. The Agreement and during the Restricted Party acknowledges that Period solicit any customers of the Company conducted its Business throughout or any affiliate thereof (including those procured or indirectly by the Restricted Territory and Executive) in a manner which directly or indirectly competes with the Restricted Party provided services to Company. (c) If any of the Company throughout the Territory. The Restricted Party restrictions contained in this Section 9 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall then be construed so that enforceable in the remaining provisions manner contemplated hereby. (d) This Section 9 shall not be affectedconstrued to prevent Executive from owning, but shall remain in full force and effectdirectly or indirectly, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in aggregate, an amount which shall not exceed exceeding two percent (2%) of the issued and outstanding shares voting securities of any such entityclass of any company whose voting capital stock is traded on a national securities exchange or on the over-the-counter market other than securities of the Company.

Covenant Not to Compete. Commencing on (a) At all times during the Closing Date and ending on the three (3) year anniversary course of the Closing Date Executive’s employment with the Company, the Executive shall engage in no other business activities other than the business of the Company and its subsidiaries, unless otherwise agreed in writing by the Company’s Board of Directors. Further, at all times during the course of the Executive’s employment with the Company and continuing for a period of 12 months thereafter (the “Restricted Period”or if this period is unenforceable by law, then for such shorter period as shall be enforceable), the Restricted Party shall not, and shall cause each of his affiliates Executive will not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere business offering products or services related to the business of the Company and its affiliates, whether as a principal, partner, joint venture, agent, employee, salesman, consultant, director or officer, where such business or business activity is in competition with the world Company in any geographic market where the Company does business. (directly or through any Company Subsidiaryb) conducts its Business (as defined below) as of The Executive acknowledges and agrees that the Closing Datecovenants, restrictions, agreements, and obligations set forth herein are founded upon valuable consideration, and, with respect to the covenants, restrictions, agreements, and obligations set forth in this Section 10 are reasonable in duration and geographic scope. The Restricted Party acknowledges time period and geographical area set forth in this Section 10 are each divisible and separable, and, in the event that the Company conducted its Business throughout covenant not to compete would be judicially held invalid or unenforceable as to such time period and/or geographical area, they will be valid and enforceable in such geographical area(s) and for such time period(s) which the Restricted Territory court determines to be reasonable and the Restricted Party provided services to the Company throughout the Territoryenforceable. The Restricted Party shall be deemed to be engaged Executive agrees that in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a that any court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad above covenant is invalid or unenforceable to join with the Company in requesting such court to construe the applicable provision by limiting or reducing it so as to duration, geographical scope or activitybe enforceable to the extent compatible with the then applicable law. Furthermore, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part period of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity restriction or service that competes with the Business; provided, however, the term “Competitive Activities” covenant hereinabove stated shall not include the passive ownership any period of securities violation or period of entities which are listed on a national securities exchange time required for litigation or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any arbitration to enforce such entityrestrictions or covenants.

Covenant Not to Compete. Commencing on (a) Employee recognizes that the Closing Date services to be performed by him hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Corporation that Employee agrees, the Restricted Party shall and, accordingly, Employee does hereby agree, that he will not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, in the Territory, as hereinafter defined, at any time during the Restricted Period, as hereinafter defined: (i) engage in the Business for his account or render any Competitive Activities. The Restricted Territory shall mean anywhere services which constitute engaging in the world where Business, in any capacity to any entity; or become interested in any entity engaged in the Company Business (directly or through b) If any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 10 shall be deemed to be engaged unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then after such restrictions have been reduced so as to be enforceable, in Competitive Activities if such Restricted Party or any of his affiliates its reduced form this Section shall then be enforceable in the manner contemplated hereby. (c) This Section 10 shall not be construed to prevent Employee from owning, directly and indirectly, in the aggregate, an amount not (d) Notwithstanding anything to the contrary set forth in this Section 10, (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofthe Employee shall not be prohibited from rendering services for news organizations, or consults with, advises public relations departments or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or public relations agencies; (ii) endorses the services Employee may act as a news reporter or manager for an entity whose primary function is journalism; (iii) the Employee may act as a member of the internal public relations staff of any such Competitorcorporation or entity who performs services for only that corporation or its affiliates, solicits customersincluding parent corporations, provides or otherwise serves subsidiaries, and joint ventures; and/or (iv) the Employee may act as an intermediary for any such Competitor account executive or loans money or renders any other form of financial assistance to any such Competitormanager at a public relations agency directly serving that agency's clients. In Notwithstanding the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to durationprior sentence, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreementhowever, the term Employee may not, render services, directly or indirectly, (i) “for any organization, department, or affiliate of such news organizations, corporate public relations departments, or public relations agencies, whose primary purpose is to provide the production and distribution of video or audio news releases that are competitive with, or substantially similar to, the Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” for any organization, department, or affiliate of such news organizations, corporate public relations departments, or public relations agencies, whose primary purpose is to provide the research and analysis of public relations and public affairs campaigns as determined through press clipping review, either on paper, video or audio tape or electronic database searches that are competitive with or substantially similar to the Business. (e) The term "Restricted Period", as used herein means any activity or service that competes with the Business; providedin this Section 10, however, shall mean (i) the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded this Agreement plus one (1) year; (ii) in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entity.

Covenant Not to Compete. Commencing on The Executive hereby understands and acknowledges that, by virtue of his position with the Closing Date Employing Companies, he has obtained advantageous familiarity and ending on personal contacts with Customers and Prospective Customers, wherever located, and the three (3) year anniversary business, operations, and affairs of the Closing Date Employer. Accordingly, during the term of this Agreement and for a period of two (2) years following the “Restricted Period”)termination of his employment, the Restricted Party Executive shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company : (directly or through any Company Subsidiary) conducts its Business (as defined belowa) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, memberstockholder, managerinvestor, trustee or partner ofproprietor, organizer, employee, agent, representative, consultant, independent contractor, or consults withotherwise, advises or assists engage in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable trade or business as the Company’s Business, in the same or similar capacity as the Executive worked for the Employing Companies, or in such jurisdiction. For purposes capacity as would cause the actual or threatened use of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company Employer’s trade secrets and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the BusinessConfidential Information; provided, however, the term “Competitive Activities” that this Subsection shall not include restrict the Executive from acquiring, as a passive ownership investment, less than five percent (5%) of the outstanding securities of entities which any class of an entity that are listed on a national securities exchange or actively traded in the national over-the-counter market market. The Executive acknowledges and agrees that, given the level of trust and responsibility given to him while in an amount which shall not exceed the Employing Companies’ employ, and the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent (i.e. within two percent (2%) years) employment with a competitor to the Company’s Business would result in the inevitable use or disclosure of the outstanding shares Employer’s trade secrets and Confidential Information and, therefore, this two (2) year restriction is reasonable and necessary to protect against such inevitable disclosure; or (b) offer to provide employment or work of any kind (whether such entity.employment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is, or who within two (2) years preceding such offer or provision of employment has been, an employee of the Employer. The restrictions on the activities of the Executive contained in this Section shall be limited to the following geographical areas: (c) within a fifteen (15) mile radius of each banking center location operated by the Employer on the Executive’s Termination Date; (d) within each county in which a banking center location is operated by the Employer on the Executive’s Termination Date; (e) within a fifty (50) mile radius of Company’s corporate headquarters address in Evansville, Indiana; (f) within each city, town, and county in which the Employer began expansion or acquisition planning or efforts during the Executive’s employment with the Employing Companies, and about which Executive gained knowledge of Confidential Information or bore responsibility for expanding the Company’s Business;

Covenant Not to Compete. Commencing on During the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party and except as permitted by Section 12(h) below, Employee shall not, and he shall cause each of his controlled affiliates not to, anywhere in the Restricted Territoryany manner, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owneran employee, officer, director, member, manager, trustee or partner ofshareholder, consultant, contractor, partner, joint venturer, agent, equity owner, or consults in any other capacity similar to the capacity in which he provided services to the Company Parties, (i) engage in, or carry on or assist, any Competing Business in the Restricted Area; (ii) provide any services substantially similar to the services Employee provided to the Company Parties through any Competitive Business in the Restricted Area; (iii) solicit, or attempt to solicit, directly or by assisting others, any business from any of the Company’s customers with whom Employee had material contact during the Employment Term for purposes of providing products or services on behalf of a Competitive Business or otherwise that are competitive with those provided by the Company Parties in the Business; or (iv) solicit, encourage, facilitate, or induce any customer or Person which was a customer within the one-year period preceding the solicitation, encouragement, facilitation, or inducement, to breach any agreement or contract with, advises or assists in any waydiscontinue or curtail his, whether her, or its business relationships with, the Company Parties. Notwithstanding the foregoing, Employee shall be permitted to request, and with prior written permission from the Company which shall not for considerationbe unreasonably withheld, any corporationshall be permitted, partnershipfollowing the termination of his employment with the Company and notwithstanding this Section 12(d), firmto provide professional advice to, proprietorship or other business organization become employed or otherwise engaged by, a diversified entity that engages in competition with the Company so long as Employee’s duties for such entity do not directly or indirectly involve any Competitive Activity (a “Competitor”) aspect of such entity’s business that competes with, or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance is anticipated to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreementcompete with, the term (i) “Business” means the Company’s business and operations as conducted and operated by the Company and/or at any time during the Company Subsidiaries prior to the Closing Date, consisting course of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes Employee’s employment with the BusinessCompany; providedEmployee fully complies with all otherwise applicable covenants under this Agreement; and Employee does not undertake the performance of such employment or engagement with the intent to circumvent, howeverand does not otherwise permit the circumvention of, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) any otherwise applicable terms and conditions of the outstanding shares of any such entityAgreement.

Covenant Not to Compete. Commencing on Executive hereby covenants that, for a period of eighteen (18) months next following the Closing Date and ending on the three (3) year anniversary of the Closing Determination Date (or such shorter period for which the “Restricted Period”Company continues to be owned or operated by the Parent or its affiliates), the Restricted Party Executive shall not, and shall cause each of his affiliates not to, anywhere be engaged or interested in the Restricted Territoryany business which competes, directly or indirectly, engage in with the publication, membership or retail businesses of the Company or any Competitive Activities. The Restricted Territory shall mean anywhere in the world where subsidiary of the Company (directly whether as a proprietor, partner with another, shareholder, agent or through any Company Subsidiaryconsultant of, employee of or lender to, another) conducts its Business (as defined below) as of in the Closing Date. The Restricted Party acknowledges that recreational vehicle, camping, outdoor living or other markets then served by the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company throughout or any entity controlled by, controlling or under common control with the TerritoryCompany, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. The Restricted Party shall Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be deemed expected to be engaged be, in Competitive Activities if such Restricted Party competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of his affiliates (i) serves as a shareholdertheir respective affiliates, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in the contents of any way, whether or not for considerationcustomer lists of the Company, any corporation, partnership, firm, proprietorship subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other business organization that engages in contracting parties with the Company, any Competitive Activity (a “Competitor”) or (ii) endorses the services subsidiary of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Dateor any of their respective affiliates, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” foregoing shall not include prevent Executive from responding to the passive ownership request of securities a governmental agency or pursuant to a court order or as otherwise required by law. For a period of entities which are listed on a national securities exchange or traded in one (1) year following the national over-the-counter market in an amount which shall Determination Date, Executive agrees not exceed two percent (2%) to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the outstanding shares Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any such entityemployer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Commencing on For purposes of this Section 7 only, the Closing Date term “Employer” shall mean, collectively, Employer and ending on each of its Affiliates. Executive acknowledges and agrees that, in the three (3) year anniversary course of the Closing Date employment with Employer or any of its Affiliates, he has been and will be entrusted with and provided access to and gained intimate, detailed, and comprehensive knowledge of Employer’s confidential, proprietary, and trade secret information and supplier relationships (the “Restricted Information”). Executive also acknowledges and agrees that, to protect and preserve the Information and related goodwill, the following covenants against certain employment are reasonably necessary and appropriate limitations on Executive. During the period from the Effective Date and continuing until the date that is the earlier of (a) 18 months after the Termination Date, or (b) November 30, 2006 (the “Non-competition Period”), Executive shall not engage in any business offering services related to the Restricted Party business of Employer, whether as a principal, partner, joint venturer, agent, employee, salesman, consultant, director or officer, where such engagement would involve Executive (i) in any business activity in competition with the retail business conducted by Employer during the three years preceding the Termination Date or (ii) in any business activity that provides retail food services or retail drug/pharmaceutical services. This restriction shall notbe limited to the geographical area where Employer is then engaged in such competing business activity or to such other geographical area as a court shall find reasonably necessary to protect the goodwill, business and Information of the Employer. For purposes of this Agreement, the “Termination Date” means the date on which Executive’s employment as an executive under this Agreement terminates for any reason. During the Non-competition Period (or if this period is unenforceable by law, then for such period as shall cause each of his affiliates be enforceable), Executive shall not tointerfere with or adversely affect, anywhere in the Restricted Territory, either directly or indirectly, engage in Employer’s relationships with any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnershipperson, firm, proprietorship association, corporation or other business organization that engages in entity which is known by Executive to be, or is included on any Competitive Activity (listing to which Executive had access during the course of employment as, a “Competitor”) customer, client, supplier, consultant or (ii) endorses employee of Employer, and Executive shall not divert or change, or attempt to divert or change, any such relationship to the services detriment of Employer or to the benefit of any such Competitorother person, solicits customersfirm, provides association, corporation or otherwise serves as an intermediary other entity. Executive shall not, during or at any time within the Non-competition Period, induce or seek to induce, any other employee of Employer to terminate his or her employment relationship with Employer. If this Agreement expires at the end of its term without Executive’s employment with Employer having terminated (for any reason) prior to such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that expiration, the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions 7 shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, effective against or apply to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityExecutive.

Covenant Not to Compete. Commencing on (a) ▇▇▇▇▇▇▇▇ recognizes that the Closing Date services to be performed by ▇▇▇▇▇▇▇▇ hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of Company that the Closing Date (the “Restricted Period”)employee agree, and accordingly, the Restricted Party employee does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The time during the Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Period (as defined in Section 10(c) below): (i) except as provided in Subsection (d) below, compete with the Company by contacting, canvassing, soliciting, promoting, offering, bidding for, negotiating or accepting business related to business or technology consulting services with any current or past customer which the Company or any affiliate thereof is engaged in business, either on ▇▇▇▇▇▇▇▇’▇ own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party. Past customers are defined as any customer that has received services from the Company within the past 3 years from the Termination Date; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed, an advisor or engaged, for or on behalf of himself or any third party, any employee or agent of Company or any affiliate thereof. (b) If any of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 10 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall then be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the manner contemplated hereby. (c) The term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive ActivitiesRestricted Period,” as used herein means any activity or service that competes with in this section 10, shall mean the Business; provided, however, period of the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded employee’s actual employment hereunder plus in the national over-the-counter market in an amount which shall not exceed two percent event this Agreement expires or employee resigns or is terminated With Cause or he Resigns with Good Reason the twelve (2%12) of months after the outstanding shares of any such entityTermination Date.

Covenant Not to Compete. Commencing on (a) ▇▇▇▇▇▇▇ recognizes that the Closing Date services to be performed by ▇▇▇▇▇▇▇ hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of Company that the Closing Date (the “Restricted Period”)employee agree, and accordingly, the Restricted Party employee does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The time during the Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Period (as defined in Section 10(c) below): (i) except as provided in Subsection (d) below, compete with the Company by contacting, canvassing, soliciting, promoting, offering, bidding for, negotiating or accepting business related to business or technology consulting services with any current or past customer which the Company or any affiliate thereof is engaged in business, either on ▇▇▇▇▇▇▇’▇ own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party. Past customers are defined as any customer that has received services from the Company within the past 3 years from the Termination Date; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed, an advisor or engaged, for or on behalf of himself or any third party, any employee or agent of Company or any affiliate thereof. (b) If any of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 10 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall then be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the manner contemplated hereby. (c) The term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive ActivitiesRestricted Period,” as used herein means any activity or service that competes with in this section 10, shall mean the Business; provided, however, period of the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded employee’s actual employment hereunder plus in the national over-the-counter market in an amount which shall not exceed two percent event this Agreement expires or employee resigns or is terminated With Cause or he Resigns with Good Reason the twelve (2%12) of months after the outstanding shares of any such entityTermination Date.

Covenant Not to Compete. Commencing on From and after the Closing Date and ending on the for a period of three (3) year anniversary of years following the Closing Date (the “Restricted Period”)Date, the Restricted Party SELLER shall not, and shall cause each of his affiliates not enter into any agreement to, anywhere in acquire, lease, purchase, own, operate or use any building, office or other facility or premises located within the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Territories (as defined belowin section 8.7 hereof) for the purpose of operating a full service branch and making loans, accepting deposits or cashing checks; provided, however, that the foregoing prohibition shall not apply to: (i) performance by SELLER or any current or future affiliate or successor of SELLER of any of the foregoing activities utilizing ATMs, CBCTs, ALMs, cash dispensing machines, remote service facilities, terminals, or similar devices, or through continued operation of existing offices, (ii) performance by SELLER or any current or future affiliate or successor of SELLER of the foregoing activities as a result of a merger or other transaction, combination with, or acquisition of or by, SELLER, or an affiliate thereof with any third party following the Closing Date. The Restricted Party acknowledges , (iii) SELLER’s work-out employees collecting loans that were not included in the Company Purchased Loans transferred to BUYER hereunder, (iv) SELLER or its affiliates servicing trust customers or (v) SELLER’s conduct of its Scope Leasing, Inc. (d.b. a. Scope Aircraft Finance) business, its structured warehouse and/or factoring lines of business, each of which are national in scope and will be conducted its Business throughout both inside and outside of the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such CompetitorTerritories. In the event that the provisions of this section 8.12 hereof should ever be adjudicated to exceed the time or geographic limitations permitted by applicable law, then such provisions shall be deemed reformed to the maximum time and geographic limitations permitted by applicable law. The running of the period prescribed above shall be tolled and suspended for any period of time in which the SELLER, or any entity owned or controlled by the SELLER, acts in circumstances that a court of competent jurisdiction determines that finds to violate the provisions terms of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 provision.The covenants and obligations of SELLER hereunder shall be construed so that survive the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityClosing.

Covenant Not to Compete. Commencing on The parties agree that Executive will have substantial access during employment with the Closing Date Company to confidential, proprietary and ending on secret information of value to the three Company, and that the Company would be substantially harmed if Executive competes with the Company during employment with the Company or after termination of employment with the Company. Therefore, in exchange for the benefits provided to Executive hereunder, Executive agrees that during his employment with the Company (3) year anniversary or any affiliate of the Closing Date Company) and for a period of 12 months after termination of such employment for any reason, Executive will not directly or indirectly, without the written consent of the Company: (the “Restricted Period”)a) own, the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territoryoperate or render services to any entity engaged, directly or indirectly, engage in owning or operating Italian restaurants within 50 miles of any restaurant owned or managed by the Company; or (b) hire, offer to hire, entice away, or in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly other way, persuade or through attempt to persuade any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party entity or any of his affiliates (i) serves as a shareholder, owneremployee, officer, directoragent, memberindependent contractor, manager, trustee supplier or partner subcontractor of the Company to discontinue their relationship with the Company. The obligations of Executive under this Section 6 shall survive the termination of Executive’s employment with the Company. If the duration of, the scope of or consults withany business activity covered by any provision of this Section 6 is in excess of what is determined to be valid and enforceable under applicable law, advises such provision shall be construed to cover only that duration, scope or assists in any wayactivity that is determined to be valid and enforceable. Executive hereby acknowledges that this Section 6 shall be given the construction which renders its provisions valid and enforceable to the maximum extent, whether or not for considerationexceeding its express terms, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitorpossible under applicable law. In the event a court of competent jurisdiction determines Executive further acknowledges that the provisions of this Section 2 6 are excessively broad as reasonable and necessary to duration, geographical scope or activity, it is expressly agreed protect the legitimate interests of the Company and that any violation of this Section 2 shall 6 by Executive will cause substantial and irreparable harm to the Company to such an extent that monetary damages alone would be construed so that an inadequate remedy therefor. Accordingly, in the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part event of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity actual or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares threatened breach of any such entityprovisions, the Company will, in addition to any other remedies it may have, be entitled to injunctive and other equitable relief to enforce such provisions, and such relief may be granted without the necessity of proving actual monetary damages.

Covenant Not to Compete. Commencing a. The Employee covenants and agrees that during the Employee’s employment by UTEK (whether during the Term hereof or otherwise), and thereafter for a period of one (1) year following the termination of the Employee’s employment with UTEK, the Employee will not: (1) directly or indirectly engage in, continue in or carry on the Closing Date and ending on the three business of any corporation, partnership, firm or other business organization which is now, becomes or may become a direct competitor of UTEK in its business (3) year anniversary of the Closing Date (the “Restricted Period”UTEK’s Business), the Restricted Party shall notincluding owning or controlling any financial interest in, and shall cause each any corporation, partnership, firm or other form of his affiliates not to, anywhere in the Restricted Territory, directly business organization which competes with or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be is engaged in Competitive Activities if or carries on any aspect of such Restricted Party business or any of his affiliates business substantially similar thereto; (i2) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults consult with, advises advise or assists assist in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship firm or other business organization that engages which is now, becomes or may become a competitor of UTEK during the Employee’s employment with UTEK; (3) engage in any Competitive Activity (a “Competitor”) practice the purpose of which is to evade the provisions of this Agreement or (ii) endorses to commit any act which is detrimental to the services successful continuation of, or which adversely affects, the business of UTEK. b. In the event of any such Competitorbreach of this covenant not to compete, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance the Employee recognizes that the remedies at law will be inadequate and that in addition to any relief at law which may be available to UTEK for such Competitorviolation or breach and regardless of any provisions contained in this Agreement, UTEK shall be entitled to equitable remedies (including an injunction) and such other relief as a court may grant after considering the intent of this Section 7. In any action or proceeding by UTEK to obtain a temporary restraining order and/or preliminary injunction to enforce the covenant, the Employee hereby agrees that UTEK shall not be required to put an injunction bond in excess of One Thousand Dollars ($1,000.00) in order to obtain the temporary restraining order and/or preliminary injunction. It is further acknowledged and agreed that the existence of any claim or cause of action on the part of the Employee against UTEK, whether arising from this Agreement or otherwise, shall in no way constitute a defense to the enforcement of this covenant not to compete, and the duration of this covenant not to compete shall be extended in an amount which equals the time period during which the Employee is or has been in violation of this covenant not to compete. d. In the event a court of competent jurisdiction determines that the provisions of this Section 2 covenant not to compete are excessively broad as to duration, geographical scope geographic scope, prohibited activities or activityotherwise, it is expressly agreed the parties agree that this Section 2 covenant shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only reduced or curtained to the extent necessary to render it enforceable. e. For the same valid and enforceable in such jurisdiction. For purposes of this Letter AgreementSection 6, the term (i) “Business” means the business UTEK shall be deemed to include UTEK, as well as its subsidiaries and operations conducted affiliates. f. The parties hereto expressly acknowledge and operated agree that any provision of this Section 6 may be amended or waived by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting mutual written agreement of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityboth parties.

Covenant Not to Compete. Commencing on For a period of four (4) years (except in the case of T▇▇▇▇▇ ▇. ▇▇▇▇ and J▇▇ ▇. ▇▇▇▇▇▇ which shall be excluded from this covenant) from the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”)Date, the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, no Shareholder will directly or indirectly: (1) be employed by, engage in, continue in or carry on any business which competes with the Business or is substantially similar thereto, including owning or controlling any financial interest in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company corporation, partnership, firm or other form of business organization which is so engaged; (directly or through any Company Subsidiary2) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderemployed by, owner, officer, director, member, manager, trustee or partner of, or consults consult with, advises advise or assists assist in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship firm or other business organization that engages which is now or becomes a competitor of the Company or MIOA in any Competitive Activity (a “Competitor”) aspect with respect to the Business, including, but not limited to, advertising or (ii) endorses otherwise endorsing the services products of any such Competitor, solicits customers, provides competitor; soliciting customers or otherwise serves serving as an intermediary for any such Competitor or loans competitor; loaning money or renders rendering any other form of financial assistance to or engaging in any form of business transaction on other than an arm's length basis with any such Competitor. In competitor; (3) offer employment to an employee of the event a court Company, without the prior written consent of competent jurisdiction determines that MIOA; or (4) engage in any practice the purpose of which is to evade the provisions of this Section 2 are excessively broad as covenant not to duration, geographical scope compete or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and to commit any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by act which adversely affects the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, that the term “Competitive Activities” foregoing shall not include prohibit the passive ownership of securities of entities corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) 5% of the outstanding shares of any such entitycorporation. The parties agree that the geographic scope of this covenant not to compete shall extend worldwide due to the nature of the Business. The parties agree that MIOA may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the Business. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction.

Covenant Not to Compete. Commencing on 1) Executive agrees that during the Closing Date term of this Agreement, and ending on the three for a period of THREE (3) year anniversary YEAR. following the termination of his relationship with the Veridium hereunder, regardless of the Closing Date (the “Restricted Period”)method or manner of such termination, the Restricted Party unless such termination is initiated by Veridium without cause, he shall not, and shall cause each of his affiliates not toeither individually or in partnership or in conjunction with any person or persons, anywhere in the Restricted Territoryfirm, directly association, syndicate, company, corporation or indirectlyother entity or enterprise, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderprincipal, owneragent, officer, director, shareholder, member, manageremployee, trustee consultant, employee or partner ofin any manner whatsoever, carry on or be engaged in or connected with or interested in, advise, or consults withpermit his name or any part thereof to be utilized, advises or assists in be employed by any way, whether person or not for consideration, any corporation, partnershippersons, firm, proprietorship association, syndicate, company, corporation or other entity or enterprise engaged in or connected with or interested in a business organization or venture which competes, in whole or in part, with the Business wherever Veridium conducts operations. Executive acknowledges that engages Veridium intends to conduct business throughout the United States of America and therefore requires the geographic breadth of the foregoing restriction. If the scope of the foregoing restriction is too broad to permit enforcement thereof to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified accordingly in any Competitive Activity (proceeding brought to enforce such restriction. Nothing herein contained shall be deemed to prevent Executive from accepting employment, whether full time or part time with any company, entity, individual who was not a “Competitor”client of Veridium at the time of termination or who is not in a consulting business, as a member of such company's in-house staff. 2) or (ii) endorses the services Executive acknowledges and agrees that Veridium's remedy at law for any breach of any such Competitorof the obligations under this Paragraph would be inadequate, solicits customers, provides and agrees and consents that temporary or otherwise serves as an intermediary for permanent injunctive relief (along with reasonable legal fees and costs provided Veridium is the prevailing party) may be granted in any such Competitor or loans money or renders proceeding that may be brought to enforce any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that Paragraph without the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part necessity of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes proof of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityactual damages.

Covenant Not to Compete. Commencing on Without the Closing Date and ending on the three (3) year anniversary express written consent of the Closing Date ”Required Approver” (as defined in Section 6), during the “Restricted Period”” (as defined in Section 6), the Restricted Party shall I will not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The be employed by, provide services to, or advise a “Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Company” (as defined below) in Section 6), whether as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged an employee, advisor, director, officer, partner or consultant, or in Competitive Activities if any other position, function or role that, in any such Restricted Party or any of his affiliates case, (i) serves oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as a shareholderdefined in Section 6) of or by the Restricted Company, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event would involve a court of competent jurisdiction determines substantial risk that the provisions “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation, information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. I acknowledge and agree that: (A) enforcement of this Section 2 are excessively broad as PECA pursuant to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (iSections 1(a)(i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; providedis necessary to protect, howeveramong other interests, the term “Competitive Activities” Corporation’s trade secrets and other Confidential or Proprietary Information, as defined by Section 1(c); and (B) Sections 1(a)(i) and (ii) shall not apply to me if I am a resident of or work in California, or if I work and/or reside in any other state or jurisdiction that prohibits or otherwise bans such a covenant between the Corporation and me. To the extent permitted by applicable law, including but not limited to any applicable rules governing attorney conduct (such as the ABA Model Rules of Professional Conduct and state versions thereof), Sections 1(a)(i) and (ii) and Section 1(b) relating to non-solicitation, shall apply to individuals who are employed by the Corporation in an attorney position and whose occupation during the Restricted Period does not include practicing law. In lieu of Section 1(a)(i) and (ii), as well as Section 1(b) relating to non-solicitation, the passive ownership following Section 1(a)(iii) shall apply to individuals who are employed by the Corporation in an attorney position, and whose occupation during the Restricted Period includes practicing law. (iii) Post-Employment Activity As a Lawyer – I acknowledge that as counsel to the Corporation, I owe ethical and fiduciary obligations to the Corporation and that at least some of securities of entities which are listed on a national securities exchange or traded these obligations will continue even after my “Termination Date” (as defined in Section 6). I agree that after my Termination Date I will comply fully with all applicable ethical and fiduciary obligations that I owe to the Corporation. To the extent permitted by Award Date: February 23, 2022 applicable law, including but not limited to any applicable rules governing attorney conduct, I agree that I will not: a. Represent any client in the national over-the-counter market same or a substantially related matter in which I represented the Corporation where the client’s interests are materially adverse to the Corporation; or b. Disclose confidential information relating to my representation of the Corporation, including the disclosure of information that is to the disadvantage of the Corporation, except for information that is or becomes generally known. The Corporation’s Senior Vice President, General Counsel, and Corporate Secretary or the General Tax Counsel, as applicable, will determine in their discretion whether an individual is employed by the Corporation in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityattorney position.

Covenant Not to Compete. Commencing on (a) Executive recognizes that the Closing Date services to be performed by him hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Company that Executive agree, the Restricted Party and accordingly, Executive does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The time during the term of the Agreement and the "Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Period" (as defined in Section 9(e) below): (i) except as provided in Subsection (c) below, be engaged in the sale, marketing or distribution of __________ products or provide technical assistance, advice or counseling regarding the ________________ industry in any state in the United States in which the Company or any affiliate thereof is engaged in business, either on her own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of herself or any third party, any employee or agent of the Closing Date. The Company or any affiliate thereof. (b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf of herself or any third party, at any time during the term of the Agreement and during the Restricted Party acknowledges that Period solicit any customers of the Company conducted its Business throughout or any affiliate thereof. (c) If any of the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 9 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall be construed so that then enforceable in the remaining provisions manner contemplated hereby. (d) This Section 9 shall not be affectedconstrued to prevent Executive from owning, but shall remain directly or indirectly, in full force the aggregate, an amount not exceeding five percent (5%) of the issued and effect, and any such overbroad provisions shall be deemed, without further action on the part outstanding voting securities of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes class of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed company whose voting capital stock is traded on a national securities exchange or traded in on the national over-the-counter market in an amount which shall not exceed two percent (2%) other than securities of the outstanding shares of any such entityCompany.

Covenant Not to Compete. Commencing on During the Closing Date and ending on the three Restricted Period (3) year anniversary of the Closing Date (the “Restricted Period”as defined below), the Restricted Party Executive shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage enter into the employment of, render services to, or acquire any interest whatsoever in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly whether for her own account as an individual proprietor, or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderpartner, ownerassociate, stockholder, officer, director, member, managerconsultant, trustee or partner ofotherwise), or consults with, advises or assists in any way, whether or not for considerationotherwise assist, any corporationperson or entity engaged in the distribution or transmission of radio programming or any activity that directly competes with the business of the Company (each, partnership, firm, proprietorship a “Competitive Activity”); provided that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of less than five percent of the shares or equity interest of any corporation or other business organization entity. Without limiting the generality of the foregoing, the Executive agrees that engages in any Competitive Activity (a “Competitor”) or (ii) endorses during the services of any such CompetitorRestricted Period, solicits customers, provides the Executive shall not call on or otherwise serves solicit business or assist others to solicit business from any of the customers of the Company as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In product or service described above that competes with any product or service provided or marketed by the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action Company on the part date of the Executive’s termination of employment with the Company during the Term (as such Term may be extended in accordance with Section 6(e)(v) of the Agreement) (the “Milestone Date”). The Executive agrees that during the Restricted Period she will not solicit or assist others to solicit the employment of or hire any Person, to be modified, amended and/or limited, but only to employee of the extent necessary to render Company without the same valid and enforceable in such jurisdictionprior written consent of the Company. For purposes of this Letter Agreement, the “Restricted Period” shall mean the period of one year following the Milestone Date. For purposes of this Agreement, the term (i) “Businessradio” means shall mean terrestrial radio, satellite radio, HD radio, internet radio and other audio delivered terrestrially, by satellite, HD or the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior internet. Notwithstanding anything to the Closing Datecontrary in this Section 8, consisting it shall not be a violation of serving as a global solutions provider this Section 8 for the fire safety and oil additives industries and (ii) “Executive to join a division or business line of a commercial enterprise with multiple divisions or business lines if such division or business line is not engaged in a Competitive Activities” as used herein means any activity Activity; provided that the Executive performs services solely for such non-competitive division or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entitybusiness line.

Covenant Not to Compete. Commencing on (a) Seller and Principal Shareholder agree that, as part of the consideration for the payment by Purchaser of the Purchase Consideration, for a period of three years immediately following the Closing Date Date, neither Seller and ending on the three (3) year anniversary Principal Shareholder nor any of the Closing Date (the “Restricted Period”)their respective subsidiaries or affiliates, the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territorywill, directly or indirectly, engage operate, perform, have any interest in any Competitive Activities. The Restricted Territory shall mean anywhere or otherwise be engaged in or concerned with a business which develops, manufactures, prepares, sells, installs or distributes products or performs services in competition with the world where Business of the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of conducted on the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderFor these purposes, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which a company whose securities are listed publicly traded on a national recognized securities exchange or traded not in the national over-the-counter market in an amount which excess of 5% of any class of such securities shall not exceed two percent (2%) be considered to be competition with the Business of the outstanding shares Company. For avoidance of doubt, the fulfillment of Seller's obligations arising out of the agreements described in Section 2.8 hereof, shall not be considered as competition with the Business of the Company. (b) Seller and Principal Shareholder acknowledge that the restrictions on their activities under Section 5.6(a) are necessary for the reasonable protection of Purchaser and constitute a material inducement to Purchaser's entering into and performing this Agreement. Seller and Principal Shareholder further acknowledge, stipulate and agree that a breach of any such entityobligations and agreements will result in irreparable harm and continuing damage to Purchaser for which there will be no adequate remedy at law and further agree that in the event of any breach of said obligations and agreements, Purchaser shall be entitled to injunctive relief and to such other relief as is proper under the circumstances. (c) For avoidance of doubt, nothing in this Section 5 or this Agreement shall prevent the Seller or Principal Shareholder from conducting business relating to vending machines for food/drinks, parking meters, pre-paid card machines, automatic meter reading for electricity, gas, temperature and water, and security alarm systems, all subject to the terms and conditions of the License Agreement.

Covenant Not to Compete. Commencing on Contractor recognizes and agrees that his covenant not to compete is necessary to insure continuation of the Closing Date business and ending on reputation of the three Company and that irreparable harm and damage will be done to the Company if Contractor competes with the Company in certain specified areas. Contractor acknowledges that he will be privy to confidential information to which Contractor might not otherwise be exposed. Contractor covenants and agrees that during the term of this Agreement and for one (31) year anniversary following the termination of the Closing Date (the “Restricted Period”)this Agreement, the Restricted Party he shall not, and shall cause each of his affiliates not toas an employee, anywhere in the Restricted Territoryindependent contractor, directly consultant, or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere other form, provide any of the same or similar services that Contractor performed under this Agreement for any other individual, partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (collectively, “Person”) that competes in the world where anyway with the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his its subsidiaries or affiliates anywhere within the United States. Contractor further agrees that during the term of this Agreement and for the one-year period following the termination of this Agreement, Contractor shall not conduct or accept business with any of the Company’s suppliers, vendors or customers who had been suppliers, vendors or customers within the twelve months preceding the date of the termination of this Agreement. Contractor understands and acknowledges that provisions of this Agreement, including this section, are designed to preserve the business and goodwill of the Company. Accordingly, if Contractor breaches any such obligation, in addition to any other remedies available under this Agreement, at law or in equity, the Company shall be entitled to enforce this Agreement by injunctive relief and by specific performance of this Agreement, such relief to be without the necessity of posting a bond, cash or otherwise. Additionally, nothing in this Section 16 (iCovenant Not to Compete) serves shall limit the Company’s right to recover any other damages to which it is entitled as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists result of Contractor’s breach. If any provision of the restrictive covenants contained in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event this Agreement is held by a court of competent jurisdiction determines that to be unenforceable due to the provisions scope of this Section 2 are excessively broad as to durationthe time period, geographical scope geographic area, or activityrestricted activity being deemed excessive, it is expressly agreed that this Section 2 the restrictive covenant shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, reformed to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes comply with the Business; providedtime period, howevergeographic area, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityrestricted activity that would be held enforceable.

Covenant Not to Compete. Commencing on In consideration of your position of CHRO for Quaker Houghton and the Closing Date training and ending on the three Confidential Information you are to receive from Quaker Houghton, you agree that during your employment with Quaker Houghton and for a period of one (31) year anniversary thereafter, regardless of the Closing Date (the “Restricted Period”)reason for your termination, the Restricted Party shall you will not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, : a. directly or indirectly, engage in together or separately or with any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (third party, whether as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderan employee, ownerindividual proprietor, partner, stockholder, officer, director, member, manager, trustee or partner ofinvestor, or consults within a joint venture or any other capacity whatsoever, advises actively engage in business or assists assist anyone or any firm in business as a manufacturer, seller, or distributor of specialty chemical products which are the same, like, similar to, or which compete with Quaker Houghton’s (or any of its affiliates’) products or services; and b. directly or indirectly recruit, solicit or encourage any Quaker Houghton (or any of its affiliates’) employee or otherwise induce such employee to leave Quaker Houghton’s (or any of its affiliates’) employ, or to become an employee or otherwise be associated with you or any firm, corporation, business, or other entity with which you are or may become associated; and c. solicit or induce any of Quaker Houghton's suppliers of products and/or services (or a supplier of products and/or services of a customer who is being provided or solicited for the provision of chemical management or other services by Quaker Houghton) to terminate or alter its contractual relationship with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (and/or any such customer). The parties consider these restrictions reasonable, including the period of time during which the restrictions are effective. However, if any restriction or the period of time specified should be found to be unreasonable in any waycourt proceeding, whether then such restriction shall be modified or the period of time shall be shortened as is found to be reasonable so that the foregoing covenant not for considerationto compete may be enforced. You agree that in the event of a breach or threatened breach by you of the provisions of the restrictive covenants contained in Section 4 or in this Section 5, Quaker Houghton will suffer irreparable harm, and monetary damages may not be an adequate remedy. Therefore, if any corporationbreach occurs, partnershipor is threatened, firmin addition to all other remedies available to Quaker Houghton, proprietorship at law or other business organization that engages in any Competitive Activity (equity, Quaker Houghton shall be entitled as a “Competitor”) matter of right to specific performance of the covenants contained herein by way of temporary or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitorpermanent injunctive relief. In the event a court of competent jurisdiction determines that any breach of the provisions of restrictive covenant contained in this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement5, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares restrictive covenant shall be extended by a period of any time equal to that period beginning on the date such entityviolation commenced and ending when the activities constituting such violation cease.

Covenant Not to Compete. Commencing on Consultant hereby acknowledges and recognizes the Closing Date highly competitive and ending on the three (3) year anniversary confidential nature of the Closing Date (the “Restricted Period”), the Restricted Party shall notCompany's business, and shall cause each for the consideration stated above, accordingly agrees that he will not for a period of his affiliates not to, anywhere in five years following the Restricted TerritoryCommencement date, directly or indirectly, : (a) engage in any Competitive Activities. The Restricted Territory shall mean anywhere capacity in any business endeavor which has among its purposes and/or endeavors air ambulance services within 100 miles of any geographical area, city and/or state in which the Company's services have been provided within the last year; (b) induce employees of the Company, or any of its respective subsidiaries, to terminate their employment or to engage in any activities hereby prohibited to the Consultant; (c) contact, communicate or solicit any customer list, customer lead, mail, printed material or other information of the Company with any other party; (d) discuss any activities, methods of operation, finances, confidential practices and private business information of the Company with any other party, except as necessary and reasonable to the performance of the Consultant's duties in the world where ordinary course of his business. It is expressly understood and agreed that although Consultant and the Company (directly or through any Company Subsidiary) conducts its Business (consider the covenant not to compete to be reasonable, if a final judicial determination is made by a Court having jurisdiction as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout restrictions agreed to by the Territory. The Restricted Party parties hereto, the provisions of such restriction clauses by this Consulting Agreement shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such Court may judicially determine or indicate to be reasonable. Consultant further represents that he is capable of making a living in areas other than the air ambulance business engaged in Competitive Activities if such Restricted Party by the Company, and that the non-competition and restrictive covenants contained herein will not in the least manner impair or any of his affiliates (i) serves as interfere with Consultant's ability to earn a shareholderliving. Notwithstanding the foregoing, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court the Company is in material default of competent jurisdiction determines that this Consulting Agreement, the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 7 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force deemed null and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityvoid.

Covenant Not to Compete. Commencing (a) Each Seller agrees that, for a period commencing on the Closing Date and ending on the three fifth (35th) year anniversary of the Closing Date, such Seller and its Affiliates shall not, directly or indirectly, for itself or any other Person: (i) engage in, assist others in engaging in or invest in, own, manage, operate, consult with, provide financing to, or join, control or participate in the ownership, management, operation or control of, or the provision of financing to, any Person engaged in the Business or any activities competitive with the Business as it was conducted as of the Closing Date, anywhere in North America; or (ii) cause, induce or encourage any actual or prospective customer, client, supplier or other business relation of the Business (whether any such customer, client, supplier or other business relation was formed prior to or after the date of this Agreement) to cease or otherwise reduce or modify its relationship with the Business. (b) The parties specifically acknowledge and agree that any breach or threatened breach of this Section 5.5 would give rise to irreparable harm to Buyer and that the remedy at law for any such breach or threatened breach will be inadequate and that Buyer, in addition to any other rights and remedies available to it in respect of such breach or threatened breach, shall be entitled to equitable relief, including a temporary restraining order, temporary and permanent injunctive relief, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or prove actual damage). (c) Each Seller acknowledges that the restrictions contained in this Section 5.5 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.5 is invalid or unenforceable under applicable Law in any jurisdiction, the parties agree that the court making the determination of invalidity or unenforceability shall have the power in such jurisdiction to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. (d) Notwithstanding anything to the contrary in this Section 5.5, except for the limitations set forth in Section 5.5(e), nothing in this Section 5.5 will restrict: (i) the Sellers or their Affiliates from purchasing or otherwise acquiring in the aggregate up to five percent (5%) of the outstanding stock of any publicly traded corporation; (ii) subject to the conditions set forth in Section 5.5(e), the Sellers or their Affiliates from purchasing or otherwise acquiring a Person engaged in the Business, but only if the gross sales of such Person attributable to the Business as it was conducted as of the Closing Date (the “Restricted PeriodCompeting Business”)) are less than 20% of such Person’s total gross sales; (iii) the Sellers or their Affiliates from fulfilling their obligations under the Contract Manufacturing Agreement, the Restricted Party shall not, Supply Agreement or any other agreements between Buyer and shall cause each Seller; and (iv) the acquisition of his affiliates not to, anywhere a Seller by a Person that is engaged in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) it was conducted as of the Closing Date. The Restricted Party acknowledges that Date prior to such acquisition (the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged “Acquiring Company”), in Competitive Activities if which case such Restricted Party or any acquisition will not constitute a breach of his affiliates (i) serves as a shareholderthis Section 5.5 and, ownermoreover, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as 5.5 will not apply to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on Acquiring Company or its Affiliates. (e) In the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable event that a Seller or its Affiliate acquires a Person (in such jurisdiction. For purposes of this Letter Agreementcase, a “Target”) engaged in the Business in accordance with Section 5.5(d)(ii), the term Sellers shall: (i) provide the Buyer, for a period of ninety (90) days (or such earlier date that Buyer delivers a written notice waiving its right to negotiate as described in this clause) after the consummation of such acquisition (the “Business” means Exclusivity Period”), with the business and operations conducted and operated exclusive right to negotiate with the Seller for the acquisition by the Company and/or Buyer or its Affiliates of all of the Company Subsidiaries prior Competing Business of the Target on terms and conditions mutually agreeable to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and parties; and (ii) “Competitive Activities” as used herein means any activity or service if the Seller and the Buyer do not enter into a definitive agreement for such acquisition during the Exclusivity Period, and if the gross sales of the Target attributable to the Competing Business exceed $10,000,000, then within nine (9) months after the end of the Exclusivity Period, Seller shall enter into a definitive agreement to cause the divestiture of the Competing Business of the Target such that competes with the Business; provided, however, the term “Competitive Activities” shall restrictions set forth in this Section 5.5(d)(ii) would not include the passive operate to restrict such ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent and has completed such disposition within six (2%6) of the outstanding shares date of such definitive agreement (the “Divestiture Period”), provided that if such divestiture has not been consummated due to (x) any applicable waiting period (including extension thereof) applicable to such entitydivestiture under applicable antitrust Laws, or under any other applicable Law or Governmental Order not having expired or been terminated, or (y) the failure to procure or obtain any required governmental, regulatory or third-party consents applicable to such divestiture, then the Divestiture Period will automatically be extended so that it expires one (1) week following the later of the expiration or termination of such waiting period and the procurement or obtainment of all such consents.

Covenant Not to Compete. Commencing on (a) Galt recognizes that the Closing Date services to be performed by Galt hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of Company that the Closing Date (the “Restricted Period”)employee agree, and accordingly, the Restricted Party employee does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The time during the Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Period (as defined in Section 10(c) below): (i) except as provided in Subsection (d) below, compete with the Company by contacting, canvassing, soliciting, promoting, offering, bidding for, negotiating or accepting business related to any energy related, engineering, business, or technology services with any current or past customer which the Company or any affiliate thereof is engaged in business, either on Galt’s own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party. Past customers are defined as any customer that has received services from the Company within the past 3 years from the Termination Date; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed, an advisor or engaged, for or on behalf of himself or any third party, any employee or agent of Company or any affiliate thereof. (b) If any of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 10 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall then be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the manner contemplated hereby. (c) The term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive ActivitiesRestricted Period,” as used herein means any activity or service that competes with in this section 10, shall mean the Business; provided, however, period of the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded employee’s actual employment hereunder plus in the national over-the-counter market in an amount which shall not exceed two percent event this Agreement expires or employee resigns or is terminated With Cause or he Resigns with Good Reason the twelve (2%12) of months after the outstanding shares of any such entityTermination Date.

Covenant Not to Compete. Commencing on the Closing Date and ending on the three (3a) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines Executive agrees that the provisions of this Section 2 are excessively broad as to duration8 shall apply during the Employment Period and during the period beginning after the Executive's Date of Termination and ending on the second anniversary thereof, geographical scope regardless of whether the Executive is terminated for Cause or activitywithout Cause or otherwise (the "Noncompete Period"). During the Noncompete Period, it is expressly agreed the Executive will not engage in any competitive businesses, and the Executive agrees that this Section 2 shall be construed so that the remaining provisions he shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the invest in, manage, consult or participate in any way in any other timeshare or vacation ownership business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date(in either an active or passive manner), consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” participate in or advise any business wherein timeshare or vacation ownership is a material business segment or (iii) act for or on behalf of any business that intends to enter or participate in the timeshare or vacation ownership business, in each case unless the independent members of the Company's Board of Directors determine that such action is in the best interest of the Company. Subject to the restrictions set forth in Section 3(a), Section 3(c) and in this Section 8 , the Executive shall be permitted to continue his existing business investments and activities and may pursue additional business investments; provided that the Executive shall not serve as used herein means an officer or director of any activity public company resulting from such business investments or service that competes with the Business; activities, provided, however, the Executive may act as a consultant to either Cendant Corporation or any of its subsidiaries ("Cendant") for not more than ten hours each month during the term “Competitive Activities” shall of this Agreement so long as (1) the Executive does not include reveal any Confidential Information concerning the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent Company to Cendant; (2%) of the outstanding shares subject matter of any such entityconsulting by the Executive does not involve giving any advice to Cendant with respect to any business which overlaps (or could overlap) with any core business of the Company; and (3) any time which the Executive consults for Cendant must be the Executive's personal time and not the Company's time and must be scheduled around the Executive's commitments and duties to the Company so that any such consulting by the Executive does not have an adverse effect on the Company. (b) Notwithstanding the foregoing, during the Noncompete Period: (i) the Executive may purchase stock as a stockholder in any publicly traded company, including any company which is involved in the timeshare and vacation ownership business; provided that the Executive does not beneficially own (together or separately or through his affiliates) more than 5% of any company (other than the Company) in the timeshare or vacation ownership business; (ii) the Executive shall not invest (directly or indirectly) in any timeshare or vacation ownership property in the hospitality business (including any

Covenant Not to Compete. Commencing on During the Closing Date Term and ending on during any period thereafter in which Executive is receiving severance benefits from the three (3Company pursuant to Section 3(e)(iii)(1) year anniversary of hereof, Executive shall not engage in competition with the Closing Date (the “Restricted Period”)Company Group or any its Affiliates, the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, either directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly manner or through any Company Subsidiary) conducts its Business (capacity, as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderadviser, ownerprincipal, agent, affiliate, promoter, partner, officer, director, memberemployee, managerstockholder, trustee or partner ofowner, co-owner, consultant, or consults withmember of any association or otherwise, advises or assists in any wayphase of the business of developing, whether manufacturing and marketing of products or not for considerationservices that are in the same field of use or which otherwise compete with the products or services of the Company Group, except with the prior written consent of the Board; provided that (i) in the event of a Change of Control (as such term is defined in the Plan), the foregoing restrictions shall only apply to the businesses the Company Group was engaged in (and actively preparing to engage in as evidenced by the Company’s business plans and activities undertaken prior to any corporationsuch Change of Control) immediately prior to such Change of Control transaction, partnershipand (ii) except as otherwise provided in this Agreement, firmthe PIIA, proprietorship or applicable state or federal law governing the use of trade secrets or other confidential information or misappropriation of customers or other business organization that engages in any Competitive Activity relationships, there are no other restrictions on Executive’s activities following her termination of employment with the Company. For the avoidance of doubt, Executive’s continued service on the board of directors of the two private companies on which she currently serves (a “Competitor”as previously disclosed by Executive to the Board) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that shall not violate the provisions of this Section 2 are excessively broad as to duration6(b). In addition, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive Executive’s continued ownership of securities of entities those private investments previously disclosed by Executive to the Board or in professionally managed funds over which are listed on Executive does not have control or discretion in investment decisions, or as a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any such entitycorporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section 6(b). This Section 6(b) will not apply following Executive’s termination of employment with the Company to the extent Executive’s subsequent employment is based in California.

Covenant Not to Compete. Commencing on the Closing Date (a) Seller covenants and ending on the three (3) year anniversary agrees that, except as permitted under this Section 6.07, for a period of two years and six months years after the Closing Date (the “Restricted "Non-Compete Period”"), the Restricted Party shall it will not, and shall will cause each of his affiliates its subsidiaries ------------------ not to, engage in the Business anywhere in the Restricted Territoryworld; provided, directly or indirectlyhowever, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party nothing herein shall be deemed construed to be engaged in Competitive Activities if such Restricted Party prevent Seller or any of his affiliates its subsidiaries from owning as a passive investor up to a five percent (5%) interest in any person that engages in activities that compete with the Business. Notwithstanding the foregoing, Seller may acquire another Person who does engage in the Business, so long as such Person's activities in the Business do not constitute or generate more than 25% of the Person's revenues (such acquisition, a "Permitted Acquisition"). If Seller shall make a Permitted Acquisition, Seller --------------------- agrees that during the Non-Compete Period: (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization the number of employees dedicated to operating those products of the acquired Person that engages in any Competitive Activity (a “Competitor”) or compete with the Business shall never be more than the number of employees dedicated to those products at the closing time of the Permitted Acquisition; (ii) endorses no product or service of the acquired Person that competes with the Business may be branded with any marks of Seller or any of Seller's affiliates utilized in their other business lines; and (iii) the products or services of the acquired Person that compete with the Business may not be bundled or integrated with any such Competitor, solicits customers, provides products or otherwise serves as an intermediary services of Seller or any of Seller's affiliates. (b) If any provision contained in this Section 6.07 shall for any reason be held invalid, illegal or unenforceable in any respect, such Competitor invalidity, illegality or loans money or renders unenforceability shall not affect any other form provisions of financial assistance this Section 6.07, but this Section 6.07 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such Competitor. In provision shall not be construed to be null, void and of no effect, but to the event extent such provision would be valid or enforceable under applicable Law, a court of competent jurisdiction determines shall construe and interpret or reform this Section 6.07 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable Law. The Seller acknowledges that Buyer would be irreparably harmed by any breach of this Section 6.07 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 6.07 without the necessity of proving actual damages or the posting of a bond, and the Seller consents to the entry thereof. (c) All of the covenants in this Section 6.07 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Seller against the Buyer or an Affiliate thereof, whether predicated on this Agreement, the Ancillary Agreements, or otherwise, shall not constitute a defense to the enforcement by the Buyer of such covenants. It is understood by the parties hereto that the covenants contained in this Section 6.07 are essential elements of this Agreement and that, but for the agreement of the Seller to comply with such covenants, the Buyer would not have agreed to enter into this Agreement. The Seller hereby agrees that all covenants contained in this Section 6.07 are reasonable and valid and waives all defenses to the strict enforcement hereof by the Buyer. The Seller hereby agrees that the covenants set forth in this Section 6.07 are a material and substantial part of the transactions contemplated by this Agreement. (d) The provisions of this Section 2 are excessively broad as to duration6.07 shall apply to, geographical scope or activity, it is expressly agreed that this Section 2 and shall be construed so binding upon any Person that acquires, by asset or stock purchase, merger, consolidation, reorganization, tender offer or otherwise, substantially all of the remaining provisions shall not be affectedstock, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on assets or business of the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the BusinessSeller; provided, however, that the term “Competitive Activities” provisions contained in this Section 6.07 shall not include apply if such acquiring Person's then existing activities or such Person's planned activities at the passive ownership time of securities of entities which such acquisition are listed on a national securities exchange or traded in will be competitive to the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityBusiness.

Covenant Not to Compete. Commencing on I understand that the Closing Date nature of my position gives me access to and ending on the three (3) year anniversary knowledge of the Closing Date Company’s trade secrets and Company Confidential Information and places me in a position of trust and confidence with the Company. I further understand and acknowledge that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by me is likely to result in unfair or unlawful competitive activity. I further understand and acknowledge that the covenants contained herein are therefore necessary to protect the Company’s interests in its trade secrets and Company Confidential Information. Accordingly, I agree that during the course of my employment and for a period of twelve (12) months immediately following the “Restricted Period”)termination of my relationship with the Company, whether I resign voluntarily or am terminated by the Restricted Party shall Company involuntarily, I will not, and shall cause each of his affiliates not to, anywhere in without the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as prior written consent of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party Company, whether paid or any of his affiliates not: (i) serves serve as a shareholderpartner, ownerprincipal, licensor, licensee, employee, consultant, officer, director, member, manager, trustee agent, affiliate, representative, advisor, promoter, associate, investor, or partner otherwise for, (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or consults (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate myself with, advises any business whose business, products or assists operations are in any wayrespect involved in the Covered Business. For the purposes of this Agreement, whether “Covered Business” shall mean any business in which the Company is engaged or not for considerationin which the Company has plans to be engaged, or any corporation, partnership, firm, proprietorship service that the Company provides or other business organization that engages has plans to provide. The foregoing covenant shall cover my activities in any Competitive Activity every part of the Territory. “Territory” shall mean (a “Competitor”i) or all counties in the State of Utah; (ii) endorses all other states, territories, districts, or commonwealths of the services United States of any such CompetitorAmerica in which the Company provided goods or services, solicits had customers, provides or otherwise serves as an intermediary for conducted business at any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In time during the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries two-year period prior to the Closing Date, consisting date of serving as a global solutions provider for the fire safety and oil additives industries termination of my relationship with the Company; and (iiiii) “Competitive Activities” as used herein means any activity other countries from which the Company provided goods or service that competes services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Business; providedCompany. Should I obtain other employment during my employment with the Company or within twelve (12) months immediately following the termination of my relationship with the Company, howeverI agree to provide written notification to the Company as to the name and address of my new employer, the term “Competitive Activities” shall not include the passive ownership position that I expect to hold, and a general description of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent my duties and responsibilities, at least three (2%3) of the outstanding shares of any business days prior to starting such entityemployment.

Covenant Not to Compete. Commencing on (a) Executive recognizes that the Closing Date services to be performed by him hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Company that Executive agree, the Restricted Party and accordingly, Executive does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The time during the term of the Agreement and the "Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Period" (as defined in Section 9(e) below): (i) except as provided in Subsection (d) below, be engaged in the sale, marketing, design or distribution of footwear products, or provide technical assistance, advice or counseling regarding the footwear industry in any state in the United States in which the Company or an affiliate thereof transacts business, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of Company or any affiliate thereof. (b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the term of the Closing Date. The Agreement and during the Restricted Party acknowledges that Period solicit any customers of the Company conducted its Business throughout or any affiliate thereof in a manner which directly or indirectly competes with the Restricted Territory and Company. (c) If any of the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 9 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall then be construed so that enforceable in the remaining provisions manner contemplated hereby. (d) This Section 9 shall not be affectedconstrued to prevent Executive from owning, but shall remain in full force and effectdirectly or indirectly, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in aggregate, an amount which shall not exceed exceeding two percent (2%) of the issued and outstanding shares voting securities of any such entityclass of any company whose voting capital stock is traded on a national securities exchange or on the over-the-counter market other than securities of the Company. (e) The term "Restricted Period," as used in this Section 9, shall mean the period of Executive's actual employment hereunder plus in the event the Executive's employment is terminated with Cause for a period of twelve (12) months thereafter.

Covenant Not to Compete. Commencing on the Closing Date and ending on the For a period of three (3) year anniversary of years from the Closing Date (the “Restricted Period”)Effective Date, the Restricted Selling Party agrees that it shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, (a) engage in any Competitive Activities (as defined below), (b) acquire or have any ownership, financial or other interests or service in any position or capacity (whether as a principal, partner, member, joint venturer, shareholder, director, officer, agent, employee, consultant, lender or otherwise) in or with, or (c) provide any assistance (financial, advisory or other) to any person or entity, other than the Purchaser, that engages or proposes to engage in any Competitive Activities. The Restricted Territory term "Competitive Activities" shall mean anywhere the conduct or operation of, or involvement in, any business or business activity, which is the same as, substantially similar to, or competitive with, the Purchaser's Business. This statement is not meant to restrict the selling party from participation in the world where the Company (directly trade or through barter business pertaining to non-hospitality trade organizations, or any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges organization that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided is not focused primarily on marketing trade services to the Company throughout the Territoryhospitality industry, more specifically hotels, motels and bed & breakfast's. The Restricted Selling Party agrees that if, in any judicial proceeding, the geographic coverage of this covenant or the period of time specified in this Section 7 should be adjudged unreasonable, then, such geographic coverage or such period of time shall be deemed reduced to be engaged in Competitive Activities if the extent, and only to the extent, necessary to enable the court to enforce such Restricted Party covenant or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses restrictions to the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitorfullest extent permitted under applicable law. In addition, the Selling Party acknowledges and agrees that, in the event of a court violation by the Selling Party of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as 7, the Purchaser shall be entitled to durationobtain, geographical scope from any court of competent jurisdiction, temporary, preliminary and permanent injunctive relief, in addition to any other rights or activityremedies to which the Purchaser may be entitled under applicable law or equitable principles to prevent a threatened breach or to obtain a halt to an actual breach by the Selling Party, it is expressly agreed that and to obtain an order of specific performance requiring the Selling Party to continue performing or to resume performance of the covenant set forth in this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entity7.

Covenant Not to Compete. Commencing on (a) Employee agrees that during the Closing Date terms of this Agreement he shall devote his part business time, energy, skill, labor, and ending on attention to the three (3) year anniversary affairs of the Closing Date (Employer and its affiliates or subsidiaries, shall promptly and faithfully do and perform all services pertaining thereto that are or may hereafter be required of him by the “Restricted Period”), the Restricted Party shall notEmployer, and shall cause each of his affiliates not to, anywhere engage in the Restricted Territoryany activities, directly or indirectly, involving a conflict of interest with the business or relations of the Employer or its affiliates or subsidiaries. Specifically, the Employee shall not become engaged with any other healthcare technology provider, including but not limited to former clients of LocalPetRx, its successors or affiliates. (b) Employee recognizes that the business of the Employer and its affiliates or subsidiaries are national and international in scope and that the services to be performed hereunder and the methods employed by the Employer or its affiliates or subsidiaries are such as will place Employee in close business and personal relationship with competing businesses of the Employer or its affiliates or subsidiaries. Therefore, from and after the date of this Agreement and for one year after expiration of this Agreement or termination of this Agreement, Employee shall not, directly or indirectly, for his own benefit or for, with, or through any other person, company, or competitive company to Employer, within the states of Georgia own, manage consult, or be connected with, as owner, partner, joint venture, director, employee, officer, consultant, or in any other capacity whatsoever, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in business which is the world where the Company (directly same as, similar to or through competitive with any Company Subsidiary) conducts its Business (as defined below) as business activities of the Closing DateEmployer. The Restricted Party “Business” is defined as any healthcare technology activity. Employee acknowledges that the Company conducted its Business throughout restrictive covenants (the Restricted Territory “Restrictive Covenants’) contained in this Section are a condition of his employment and are reasonable and valid in geographical and temporary scope and in all other respects. If any court determines that any Restrictive Covenants, or any part of the Restricted Party provided services Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the Company throughout invalid portion. If any court determines that any of the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party Restrictive Covenants, or any part thereof, is invalid and unenforceable because of his affiliates (i) serves geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as a shareholderthe case may be, ownerand, officerin its reduced form, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 provision shall then be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityenforceable.

Covenant Not to Compete. Commencing on Except as provided herein and in that Licensing Agreement dated the Closing Date date hereof by and ending on between Bris▇▇▇ ▇▇▇ the three (3) year anniversary Company, during a period of five years from the Closing Date date hereof (the “Restricted Period”"Term"), the Restricted Party shall Bris▇▇▇ ▇▇▇ll not, and shall cause each within any Jurisdiction in which the Company, BTK or any subsidiary or affiliate thereof (collectively referred to herein as the "Company") is duly qualified to do business or within any marketing area in which the Company is doing a substantial amount of his affiliates not to, anywhere in the Restricted Territorybusiness, directly or indirectlyindirectly own, engage in any Competitive Activities. The Restricted Territory shall mean anywhere manage, operate, control, be employed by or participate in the world where the Company (directly ownership, management, operation or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner control of, or consults be connected in any manner with, advises or assists any business of the type and character engaged in and competitive with that conducted by the Company. For these purposes, Bris▇▇▇'▇ ▇▇▇ership of securities of a public company not in excess of one percent of any wayclass of such securities shall not be considered to be in competition with the Company. This Section 1 shall not apply to Mr. ▇▇▇▇▇▇▇'▇ ▇▇▇ivities in the State of Louisiana, whether or not for considerationwhich shall be governed by that Non-competition Agreement (Louisiana Only) dated the date hereof by and between the parties hereto and by the laws of the State of Louisiana. In addition, during the same Term, Bris▇▇▇ ▇▇▇ees to refrain from interfering with the employment relationship between the Company and its other employees by soliciting any corporation, partnership, firm, proprietorship or of such individuals to participate in other business organization that engages ventures and agrees to refrain from soliciting business from any client or prospective client of the Company for Bris▇▇▇ ▇▇ for 2 any entity in any Competitive Activity (a “Competitor”) or (ii) endorses which Bris▇▇▇ ▇▇▇ an interest. It is the services desire and intent of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines parties that the provisions of this Section 2 are excessively broad as 1 shall be enforced to durationthe fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, geographical scope to the extent that the covenants hereunder shall be adjudicated to be invalid or activityunenforceable in any one such jurisdiction, it is expressly agreed that this Section 2 1 shall be deemed amended to delete therefrom or reform the portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of this Section 1 in the particular jurisdiction in which such adjudication is made. Moreover, each provision of this Agreement is intended to be severable; and in the event that any one or more of the provisions contained in this Agreement shall for any reason be adjudicated to be invalid or unenforceable in any jurisdiction, the same shall not affect the validity or enforceability of any other provisions of this Agreement in that jurisdiction, but this Agreement shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving jurisdiction as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity if such invalid or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityunenforceable provision had never been contained therein.

Covenant Not to Compete. Commencing on The Executive hereby understands and acknowledges that, by virtue of her position with the Closing Date Employing Companies, she has obtained advantageous familiarity and ending on personal contacts with Customers and Prospective Customers, wherever located, and the three (3) year anniversary business, operations, and affairs of the Closing Date Employing Companies. Accordingly, during the term of this Agreement and for a period of two (2) years following the “Restricted Period”)Termination of her Employment, the Restricted Party Executive shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (: as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, memberstockholder, managerinvestor, trustee or partner ofproprietor, organizer, employee, agent, representative, consultant, independent contractor, or consults withotherwise, advises or assists engage in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable trade or business as the Company's Business, in the same or similar capacity as the Executive worked for the Employing Companies, or in such jurisdiction. For purposes capacity as would cause the actual or threatened use of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company Employer's trade secrets and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the BusinessConfidential Information; provided, however, the term “Competitive Activities” that this Subsection shall not include restrict the Executive from acquiring, as a passive ownership investment, less than five percent (5%) of the outstanding securities of entities which any class of an entity that are listed on a national securities exchange or actively traded in the national over-the-counter market market. The Executive acknowledges and agrees that, given the level of trust and responsibility given to her while in an amount which shall not exceed the Employing Companies' employ, and the level and depth of trade secrets and Confidential Information entrusted to her, any immediately subsequent (i.e. within two percent (2%) years) employment with a competitor to the Company's Business would result in the inevitable use or disclosure of the outstanding shares Employer's trade secrets and Confidential Information and, therefore, this two (2) year restriction is reasonable and necessary to protect against such inevitable disclosure; or offer to provide employment or work of any kind (whether such entityemployment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is, or who within two years preceding such offer or provision of employment has been, an employee of the Employer. The restrictions on the activities of the Executive contained in this Section shall be limited to the following geographical areas: within a fifteen (15) mile radius of each banking center location operated by the Employer on the Executive's Termination Date; within each county in which a banking center location is operated by the Employer on the Executive's Termination Date; within a fifty (50) mile radius of Company's corporate headquarters address in Evansville, Indiana; within each city, town, and county in which the Employer began expansion or acquisition planning or efforts during the Executive's employment with the Employing Companies, and about which Executive gained knowledge of Confidential Information or bore responsibility for expanding the Company's Business.

Covenant Not to Compete. Commencing (a) In consideration of the payment to be made to Employee pursuant to Sections 3(a)(ii) and (iii) of the Change in Control Agreement, for a period commencing on the Closing Date Termination Event and ending terminating on the three [ ( )] month anniversary thereof, Employee shall refrain from providing any form of consulting, employment or assistance to the entities or persons set forth on Schedule 1 to this Agreement (3) year anniversary of the Closing Date (the “Restricted Periodor their successors)(“MetroPCS Competitors”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, that Employee may consult with, or provide services or assistance to, an entity or person set forth on Schedule 1 to this Agreement (or their successors) other than as an employee, officer, or director of such entity or person so long as such services or assistance does not involve, and will not result in, the term “Competitive Activities” use or disclosure of Confidential Information. (b) If Employee materially breaches Section 5(a), the parties agree that it would be difficult to calculate the damages associated with such breach. Accordingly, if Employee materially breaches Section 5(a), as liquidated damages and not as a penalty and as Company’s sole and exclusive damages for such breach, (i) Employee shall not include promptly pay to the passive ownership of securities of entities which are listed on a national securities exchange Company (or traded in the national over-the-counter market in its successor) an amount which equal to the Severance Payment Employee has received at the time of Employee’s breach, multiplied by the fraction (x/y), where (x) shall not exceed two percent mean the difference between [ ( )] and the number of full months between the event of Employee’s breach and the Termination Event, and where (2%y) shall equal [ ( )] (the “Recoupment Payment”), and (ii) the Company shall be entitled to cease providing the benefits provided to the Employee by the Company pursuant to Section 3(a)(iii) of the outstanding shares Change in Control Agreement. To illustrate the potential calculation of this Section 5(b), if the Severance Payment received was $100,000, and Employee breaches the covenant in Section 5(a) six (6) full months following the Termination Event, Employee shall promptly pay the Company $ ($100,000 multiplied by (([ ]-6)/[ ])). Upon the Employee’s payment of the Recoupment Payment, the Employee shall have no further obligations or liabilities under this Section 5. (c) Employee may terminate his obligations under Section 5(a) at any time upon prior written notice to the Company and payment of an amount equal to the Recoupment Payment, calculated as of the effective date of such entitywritten notice. If Employee intentionally terminates his obligations under Section 5(a), the Company shall be entitled to immediately cease providing the benefits provided to Employee by the Company pursuant to Section 3(a)(iii) of the Change in Control Agreement.

Covenant Not to Compete. Commencing During the period of this Agreement, and for a period of one year after termination of this Agreement, except in the event of breach of this Agreement by Employer, Employee agrees that he will not directly or indirectly engage in, assist perform services for, establish or open, or have any equity interest (other than ownership of 10% or less of the outstanding stock of any corporation listed on the Closing Date and ending on New York or American Stock Exchange or included in the three (3) year anniversary National Association of the Closing Date (the “Restricted Period”Securities Dealers Automated Quotation system), the Restricted Party shall notin any person, and shall cause each of his affiliates not tofirm corporation, anywhere or business entity (whether as an employee, officer director, agent security holder, creditor consultant, or otherwise), that engages in the Restricted Territorybusiness in which Employer or any of its subsidiaries is engaged, directly or indirectlyany other activity or business in which Employer or any of its subsidiaries is engaged or in which it expressly proposes to become engaged at the termination of this Agreement, engage within any territory or area in which Employer or any of its subsidiaries is at present conducting business and also any territories and areas in which Employer or any of its subsidiaries where Employee knows that Employer or any of its subsidiaries intends to extend and carry on business by expansion of its or their activities. This covenant not to compete shall not be construed as restricting Employee's right to own shares in any Competitive Activitiescompany or limited partnership or business entity, provided they do not perform services for, or participate in any way in the management of, a business entity which competes in the manner outlined above. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges parties intend that the Company conducted covenant contained in this paragraph shall be construed as a series of separate covenants, one for each market area in which Employer or any of its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territorysubsidiaries provides goods and/or services. The Restricted Party Except for geographic coverage, each such separate covenant shall be deemed identical in terms to be engaged the covenants contained in Competitive Activities if such Restricted Party or this paragraph. If in any judicial proceeding, a court shall refuse to enforce any of his affiliates (i) serves as a shareholderthe separate covenants deemed included in this paragraph, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses then the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 unenforceable covenants shall be construed so that deemed eliminated from these provisions for the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part purpose of any Person, to be modified, amended and/or limited, but only those proceedings to the extent necessary to render permit the same valid and enforceable in such jurisdictionremaining separate covenants (meaning the remaining market areas) to be enforced. For purposes This covenant shall survive the termination of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entity.

Covenant Not to Compete. Commencing on (a) Consultant recognizes that the Closing Date services to be performed by him hereunder are special and ending on unique. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Company that Consultant agrees, the Restricted Party and, accordingly, Consultant does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage at any time during the Term: (i) except as provided in any Competitive Activities. The Restricted Territory shall mean anywhere Subsection (c) below, be engaged in the world where sale, licensing, distribution or marketing of pharmaceutical products, nutritional supplements or vitamins (the Company "Products") or provide technical assistance, advice or counseling regarding the Products worldwide either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or through indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of Company Subsidiaryor any affiliate thereof. (b) conducts its Business (as defined below) as If any of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 8 shall be deemed to be engaged unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in Competitive Activities if such Restricted Party or any of his affiliates its reduced form this Section shall then be enforceable in the manner contemplated hereby. (c) This Section 8 shall not be construed to prevent Consultant from (i) serves as a shareholderowning, ownerdirectly or indirectly, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in aggregate, an amount which shall not exceed exceeding two percent (2%) of the issued and outstanding voting securities of any class of any company whose voting capital stock is traded on a national securities exchange or on the over-the-counter market other than securities of the Company or (ii) from owning shares of any such entityCommon Stock of the Company or exercising options to acquire Common Stock of the Company owned by Consultant on the date of this Agreement or granted to Consultant pursuant to the terms hereof.

Covenant Not to Compete. Commencing on During the Closing Date and ending on the three Non-Compete Term: (3a) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party Olin agrees that it shall not, and shall cause each not permit any of his affiliates not toits Subsidiaries, to Engage In, anywhere in the Restricted Territory, directly the manufacture, sale, marketing or indirectlydistribution of products or product-related services that are the same as or substantially similar to those which the Arch Business is manufacturing, engage selling, marketing or distributing as of the Distribution Date ("Arch Business Activities"); provided, -------- however, that nothing herein shall prevent Olin and its ------- Subsidiaries from (i) Engaging In Water Treatment, except that Olin and its Subsidiaries may not Engage In Water Treatment with respect to those products (including products substantially similar in chemical composition to any Competitive Activities. The Restricted Territory such product or derivative of such product; it being understood and agreed by the Parties that sodium hydrosulfite is not substantially similar in chemical composition to calcium hypochlorite) that are manufactured, sold, marketed or distributed by the Arch Business as of the Distribution Date; and/or (ii) making any investment through a Pension Plan of Olin or any of its Subsidiaries. (b) Arch agrees that it shall mean not, and shall not permit any of its Subsidiaries, to Engage In, anywhere in the world where Territory, the Company (directly manufacture, sale, marketing or through any Company Subsidiary) conducts its distribution of products or product-related services that are the same as or substantially similar to those which the ▇▇▇▇ Business (as defined below) is manufacturing, selling, marketing or distributing as of the Closing Date. The Restricted Party acknowledges Distribution Date ("▇▇▇▇ Business Activities"); provided, -------- however, that the Company conducted nothing ------- herein shall prevent Arch and its Business throughout the Restricted Territory Subsidiaries from making any investment through a Pension Plan of Arch or any of its Subsidiaries. (c) Nothing herein shall prevent Olin and the Restricted Party provided Arch from mutually agreeing to develop or manufacture chemical products or product-related services to the Company throughout the Territory. The Restricted cooperatively, whether through subcontracting, work share arrangements or joint development projects. (d) Neither Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of violate this Section 2 are excessively broad as to durationin the event that such Party directly or indirectly acquires in whole or in part (an "Acquisition") any person or business (an "Acquired Enterprise"), geographical scope or activitythat Engages In (x) in the case of Olin, Arch Business Activities and (y) in the case of Arch, ▇▇▇▇ Business Activities; provided, that such Acquired Enterprise does not have a significant portion of its gross revenues (measured at the time it is expressly agreed that this Section 2 shall be construed so acquired by such Party) attributable to Arch Business Activities or ▇▇▇▇ Business Activities, as the case may be. Olin or Arch may continue, after consummation of an Acquisition, the Arch Business Activities or the ▇▇▇▇ Business Activities, as the case may be, of the Acquired Enterprise as and to the extent, in the same manner and for the same purposes that the remaining provisions shall not be affectedAcquired Enterprise Engaged In such Arch Business Activities or ▇▇▇▇ Business Activities, but shall remain in full force and effectas the case may be, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries immediately prior to the Closing Dateconsummation of the Acquisition. Notwithstanding the foregoing, consisting neither Olin nor Arch may consummate any Acquisition or series of serving Acquisitions pursuant to this Section 2(d), or continue any Arch Business Activities or ▇▇▇▇ Business Activities, as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; providedcase may be, howeverpursuant to this Section 2(d), the term “Competitive Activities” shall not include purpose of which would be to evade, or that are part of a scheme, device or plan to evade, the passive ownership purpose or spirit of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entitythis Agreement.

Covenant Not to Compete. Commencing on The Executive agrees that during the Closing Date Employment Period he will devote full-time to the business of the Company and ending on not engage in any type of business which engages in the three medical internet, online pharmacy and information services or any other related businesses, including but not limited to all aspects of the Business. Subject to such full-time requirement and the restrictions set forth below in this Section 8 and Section 3(c) above, the Executive shall be permitted to continue his existing business investments and activities and may pursue additional business investments; provided that the Executive may not serve as a director or officer of any public company resulting from such business investments if such public company is in competition with the Company. The Executive agrees that, from the end of the Employment Period through a one (31) year anniversary of the Closing Date (the “Restricted Period”)period thereafter, the Restricted Party he shall not, and shall cause within the Protected Territory (as defined hereinafter), (i) invest in, manage, consult or participate in any way in any other business in competition with the Business (in either an active or passive manner), (ii) participate in or advise any business which has business activities similar to the Business are a relevant business segment, or (iii) act for or on behalf of any business that intends to enter or participate in any business which has any business activities similar to the Business, in each case unless the independent members of his affiliates not to, anywhere the Company's Board determines that such action is in the Restricted best interests of the Company. Notwithstanding the foregoing, the Executive may purchase stock as a stockholder in any publicly traded company, including any company which is involved in the development or operation of a medical internet site in the Protected Territory; provided that the Executive does not own (together or separately or through his affiliates) more than five percent (5%) of any company (other than the Company) engaged in a business which is competitive with the Business of the Company within the Protected Territory. In addition, the Executive shall not invest (directly or indirectly, engage ) in any Competitive Activities. The Restricted competitive business operating within the Protected Territory shall mean anywhere unless the independent members of the Company's Board determines that such an investment is in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as best interests of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdictionCompany. For purposes of this Letter Agreement, the term "Protected Territory" shall mean that area within a one hundred (i100) “Business” means mile radius of the business and operations conducted and operated by principal offices of the Company and/or at the Company Subsidiaries prior to the Closing Date, consisting Date of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityTermination.

Covenant Not to Compete. Commencing on For purposes of this Section 10, the Closing Date "Termination Date" will mean the date of Employee's termination of employment under this Agreement. Employee hereby covenants and ending on agrees that during the three (3) initial and any renewal term of employment under this Agreement, and for a period of one year anniversary of following the Closing Termination Date (the “Restricted Period”"Term"), Employee shall not be engaged within the Restricted Party United States, either directly or indirectly, in any manner or capacity, whether as an advisor, principal, agent, partner, officer, director, employee, member of an association, or otherwise, in any business or activity which is competitive with the business being conducted by the Company or its subsidiaries or affiliates on the Termination Date (a "Competitive Business"), or own beneficially or of record, five percent or more of the outstanding stock of any class of equity securities in any corporation, other business entity or business engaged in a Competitive Business. In addition, during the Term, Employee shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territorysolicit, directly or indirectly, engage any then current employee of the Company for employment or engagement in any Competitive Activities. The Restricted Territory shall mean anywhere in capacity outside of the world where Company, its subsidiaries or affiliates, or solicit any customers of the Company (directly to change or through reduce in any way the amount of business that they do with the Company Subsidiary) conducts its Business (as defined below) as or to do business with a competitor of the Closing DateCompany, its subsidiaries or affiliates. The Restricted Party acknowledges that At the option of the Board, the Company conducted its Business throughout may choose to extend the Restricted Territory Term for a period of up to an additional twelve months. In consideration for such election, the Company agrees to make payment to the Employee for such extension the annualized salary and bonus equal to that in effect at the time of termination of Employee's employment. If Employee should breach the foregoing covenants, the Company may seek injunctive relief to enforce the covenants as well as remedies at law. In addition, all payments described in Section 7, Termination, and all payments for health benefits pursuant to Section 9 shall cease. In addition the remaining unexercised stock options shall immediately be cancelled and the Restricted Party provided services benefit plan provisions described in Section 7, Termination, shall be immediately discontinued except to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that extent required by the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityCOBRA.

Covenant Not to Compete. Commencing on Executive acknowledges that the Closing Date skills, processes and ending on information developed at the three Company are highly proprietary and global in nature and could be utilized directly and to the Company’s detriment (3) year anniversary or the detriment of any of the Closing Date (Company’s affiliates or ventures) by several other businesses. Executive also acknowledges that the “Restricted Period”)nature of his duties and responsibilities under the Agreement will bring him into close contact with much of the Company’s Confidential Information, and the Company has affirmatively agreed to provide him with Confidential Information. Accordingly, for the consideration provided to Executive in this Agreement, Executive agrees to be bound by the following restrictive covenants: i. During the Term, Executive shall not accept employment with or render services to any Unauthorized Competitor as a director, officer, agent, employee, independent contractor or consultant, or take any action inconsistent with fiduciary relationship of an employee to his employer. In order to protect the Company’s good will and other legitimate business interests, provide greater flexibility to Executive in obtaining other employment and to provide both parties with greater certainty as to their obligations hereunder, the Restricted Party parties agree that Executive shall not, and shall cause each of his affiliates not to, anywhere be prohibited from accepting employment any where in the Restricted Territoryworld with any company or other enterprise except an Unauthorized Competitor. For purposes of this Agreement, an “Unauthorized Competitor” means major oilfield equipment and services business, more specifically defined as Halliburton Company, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., BJ Services Company, ▇▇▇▇▇▇▇▇▇▇▇ International, CGG-Veritas and PGS, including any and all of their parents, subsidiaries, affiliates, joint ventures, divisions, successors, or assigns. ii. Executive further agrees that during the Term, he shall not at any time, directly or indirectly, engage in induce, entice or solicit (or attempt to induce, entice or solicit) any Competitive Activities. The Restricted Territory shall mean anywhere in the world where employee of the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his its affiliates (i) serves or ventures to leave the employment of the Company or any of its affiliates or ventures. iii. Executive acknowledges that this restrictive covenant under Section 5, for which he received consideration from the Company as provided in this Section 5, is ancillary to otherwise enforceable provisions of this Agreement and that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship greater restraint than is necessary to protect the good will or other business organization interests of the Company, such as the Company’s need to protect its confidential and proprietary information. Executive acknowledges that engages in the event of a breach by Executive of these restrictive covenants, the covenants may be enforced by temporary restraining order, preliminary or temporary injunction and permanent injunction, in addition to any Competitive Activity other remedies that may be available by law. In that connection, Executive acknowledges that in the event of a breach, the Company will suffer irreparable injury for which there is no adequate legal remedy, in part because damages caused by the breach may be difficult to prove with any reasonable degree of certainty. iv. Executive further acknowledges that if his employment terminates prior to the Term, pursuant to Section 4 (a “Competitor”c), (d) or (iie) endorses of this Agreement, the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance covenant not to any such Competitor. In the event a court of competent jurisdiction determines that the compete provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that Agreement will extend throughout the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) remainder of the outstanding shares of any such entityTerm.

Covenant Not to Compete. Commencing (a) The Sellers acknowledge that the agreements and covenants contained in this Section 5.9 are essential to protect the value of the Assets being acquired by the Buyers. Therefore, the Sellers agree that for the period commencing on the Closing Date and ending on the three second (32nd) year anniversary of the Closing Date (the “Restricted Period”)Date, the Restricted Party Sellers shall not, and shall cause each all of his affiliates not tothe affiliates, anywhere in shareholders, officers and directors of the Restricted TerritorySellers to not: (a) participate or engage, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly whether as an employee, agent, officer, consultant, director, shareholder, partner, joint venturer, investor or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates otherwise (i) serves as a shareholderin providing, ownerpublishing, officerdistributing, directorand selling or arranging or facilitating the distribution, memberpublishing, managerprovision or selling, trustee of information or partner ofinformation products to professionals in the scientific, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) technical and medical markets or (ii) endorses engaging in any other business currently conducted by the Sellers; or (b) induce, solicit or endeavor to entice any person to provide services of any such Competitor, solicits customers, provides as a journal contributor or otherwise serves as an intermediary editor or book author for any journal or book published (or to be published in any media) which is similar to or competitive with any Publication; provided, that the foregoing shall not prohibit the Sellers from owning equity securities in a public company in an amount not to exceed 5% of the issued and outstanding shares of such Competitor or loans money or renders any company; and provided, further that the parties acknowledge and agree that the businesses currently conducted by IHI and its subsidiaries (other form than the Sellers and Parthenon Ltd.) shall not be deemed a violation of financial assistance this Section 5.9. (b) The Sellers and the Buyers agree that a monetary remedy for a breach of the agreements set forth in Section 5.9(a) hereof will be inadequate and impracticable and further agree that such a breach would cause irreparable harm, and that the non-breaching party shall be entitled to any such Competitortemporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach, the breaching party agrees that the non-breaching party shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, as a court of competent jurisdiction determines shall determine. The Buyers, IHI and Sellers further agree that notwithstanding anything contained herein to the contrary, if the non-breaching party is not successful for any reason whatsoever in obtaining temporary and permanent injunctive relief against the breaching party and/or any of its affiliates, the non-breaching party shall be indemnified and held harmless for any losses, liabilities or claims of any kind or nature arising from a breach of this Section 5.9 regardless of any limitation of liability set forth herein. (c) If any of the provisions of this Section 2 are excessively broad 5.9 is invalid in part, it shall be curtailed, as to durationtime, geographical scope location or activityscope, it is expressly agreed that this Section 2 to the minimum extent required for its validity under the Laws of the United States and shall be construed so that the remaining provisions shall not be affected, but shall remain in full force binding and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only enforceable with respect to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter AgreementSellers shareholders, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving officers or directors as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityso curtailed.

Covenant Not to Compete. Commencing on (a) For a period of five (5) years following the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”)Date, the Restricted Party shall ISI agrees that it will not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage including through an Affiliate, own, manage, operate, control, be engaged in, or participate in the ownership, management, operation, or control of or be connected in any Competitive Activities. The Restricted Territory shall mean anywhere manner or have any other direct or indirect financial interest in any business, firm, person, partnership, corporation, or concern which is engaged in any business of the type and character which is competitive with the Business which is being purchased by AMC in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing DateUnited States. The Restricted Party ISI acknowledges that the Company Business was conducted its Business throughout the Restricted Territory United States. (b) Notwithstanding the covenants contained in subparagraph (a), ISI shall not be prohibited from owning less than 5% of any class of equity securities of a company which is listed on a recognized stock exchange or for which prices are quoted on the National Association of Securities Dealers Automated Quotation System. (c) During the non-compete period set forth in subparagraph (a), ISI will not suggest, urge or persuade any user of the Software or Licensed Software or ISI Software not to purchase or not to do business with AMC or the successor of the Business. (d) Each state of the United States and the Restricted Party provided services each month of time covered by this covenant not to the Company throughout the Territory. The Restricted Party compete shall be deemed a severable unit, and should any court determine that the inclusion of all such states or months would render any such undertaking unreasonable or unenforceable for any reason, those units which are necessary in the judgment of the court to be engaged deleted in Competitive Activities if order to render such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 undertaking reasonable and enforceable shall be construed so that the remaining provisions shall not be affected, deemed free of such non-compete undertaking but such undertaking shall remain in full force and effecteffect as to each other unit of territory or time. (e) ISI agrees that in addition to any other rights and remedies available to AMC for any breach by ISI of its obligations under this Section X, and any such overbroad provisions AMC shall be deemed, without further action on the part entitled to enforcement of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid ISI's obligations hereunder by court injunction or other equitable remedy and enforceable ISI in such jurisdiction. For purposes of this Letter Agreement, proceeding will not take the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service position that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in AMC has an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityadequate remedy at law.

Covenant Not to Compete. Commencing on During the Closing Date and ending on the three (3) year anniversary term of the Closing Date (the “Restricted Not to Compete Period”), the Restricted Party Executive shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly alone or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, ownerpartner, officer, director, membershareholder, managersole proprietor, trustee employee or partner ofconsultant of any other firm or entity (A) engage or intend to engage in any commercial activity with companies that compete with Jostens, including, but not limited to, LifeTouch, American Achievement, Herff Jones, Walsworth, Friesens, or consults withIntergold; or (B)(i) cause, advises solicit, induce or assists in encourage any wayemployees, whether independent sales representatives, Company sales representatives, consultants or not for considerationcontractors of the Company or its Subsidiaries or Affiliates to leave such employment or service, or hire, employ or otherwise engage any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) such individual; or (ii) endorses cause, induce or encourage any actual or prospective client, customer, supplier, or licensor of the services of Company or its Subsidiaries or Affiliates, or other Person who has a material business relationship with the Company or its Subsidiaries or Affiliates to terminate or modify any such Competitoractual or prospective relationship. (a) The Executive agrees that the restrictions imposed upon him by the provisions of this Section 5 are fair and reasonable considering the nature of the Company’s business, solicits customersand are reasonably required for the protection of the Company. The Executive further agrees that the provisions of Sections 2 and 5 relating to areas of restriction and time periods of restriction were specifically discussed in good faith and are acceptable to the Executive. Nevertheless, provides to the extent that these restrictions exceed the maximum areas of restriction, limitations or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form periods of financial assistance to any such Competitor. In the event time which a court of competent jurisdiction determines would enforce, the areas of restriction, limitations or time periods shall be modified by such court to be the maximum areas of restriction, limitations or time periods which such court would enforce in any state in which such court shall be convened. If any other part of this Section 5 is held to be invalid or unenforceable, the remaining parts shall nevertheless continue to be valid and enforceable as though the unenforceable portions were absent. (b) The Executive acknowledges that a breach of any of the provisions of this Section 2 are excessively broad as 5 may result in continuing and irreparable damages to durationthe Company for which there may be no adequate remedy at law and that the Company, geographical scope in addition to all other relief available to it, shall be entitled to the issuance of a temporary restraining order, preliminary injunction and permanent injunction restraining the Executive from committing or activity, it is expressly agreed that continuing to commit any breach of the provisions of Section 4 above or this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force 5 pending further legal proceedings and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded appropriate periods in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityfuture.

Covenant Not to Compete. Commencing on Except as provided in that Licensing Agreement dated the Closing Date date hereof by and ending on between Bris▇▇▇ ▇▇▇ the three (3) year anniversary Company, during a period of two years from the Closing Date date hereof (the “Restricted Period”"Term"), the Restricted Party shall Bris▇▇▇ ▇▇▇ll not, and shall cause each of his affiliates not to, anywhere within the Parishes located in the Restricted TerritoryState of Louisiana listed on Annex A hereto (the "Area"), so long as the Company engages in or carries on any like business in the Area, directly or indirectlyindirectly own, engage manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through manner with, any Company Subsidiary) conducts its Business (as defined below) as business of the Closing Datetype and character engaged in and competitive with that conducted by the Company. The Restricted Party For these purposes, Bris▇▇▇'▇ ▇▇▇ership of securities of a public company not in excess of one percent of any class of such securities shall not be considered to be in competition with the Company. Bris▇▇▇ ▇▇▇eby acknowledges and represents that the Company conducted engages in business in all of the Parishes listed on Annex A hereto. In addition, during the same Term, Bris▇▇▇ ▇▇▇ees to refrain from interfering with the employment relationship between the Company and its Business throughout other employees by soliciting any of such individuals to participate in other business ventures and agrees to refrain from soliciting business from any client or prospective client of the Restricted Territory Company for Bris▇▇▇ ▇▇ for any entity in which Bris▇▇▇ ▇▇▇ an interest. 2 The parties acknowledge that Bris▇▇▇'▇ ▇▇▇iness in other areas and the Restricted Party provided services benefits to the Company throughout derived pursuant to the TerritoryAgreement are such that the restrictions appearing in this Section 1 will not impair Mr. ▇▇▇▇▇▇▇'▇ ▇▇▇lity to earn a livelihood. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any It is the desire and intent of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines parties that the provisions of this Section 2 are excessively broad as 1 shall be enforced to durationthe fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, geographical scope to the extent that the covenants hereunder shall be adjudicated to be invalid or activityunenforceable in any one such jurisdiction, it is expressly agreed that this Section 2 1 shall be deemed amended to delete therefrom or reform the portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of this Section 1 in the particular jurisdiction in which such adjudication is made. Moreover, each provision of this Agreement is intended to be severable; and in the event that any one or more of the provisions contained in this Agreement shall for any reason be adjudicated to be invalid or unenforceable in any jurisdiction, the same shall not affect the validity or enforceability of any other provisions of this Agreement in that jurisdiction, but this Agreement shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving jurisdiction as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity if such invalid or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityunenforceable provision had never been contained therein.

Covenant Not to Compete. Commencing on For five (5) years from and after the Closing Date Date, neither Seller, Seller Shareholder, nor any subsidiaries or affiliates of Seller or Seller Shareholder shall, in any country in which Seller and ending on the three (3) year anniversary Seller Shareholder are doing business as of the Closing Date or in any country in which Seller and Seller Shareholder have registered Servicemarks, Trademarks, Patents or have Patents pending, (the “Restricted Period”), the Restricted Party shall not, which Countries are more specifically described in Schedules A and shall cause each B attached to this Agreement of his affiliates not to, anywhere in the Restricted Territory, Purchase and Sale of Assets) directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere own, manage, or operate, or join, control, or participate in the world where the Company (directly ownership, management, operation or through control of any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged business whether in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firmcorporate, proprietorship or other business organization that partnership form or otherwise, which engages in any Competitive Activity (a “Competitor”) the development, manufacture, sale, promotion, or (ii) endorses the services marketing of any such Competitor, solicits customers, provides or otherwise serves as an intermediary products which are directly competitive with the Division products listed in Exhibit A attached to this Agreement of Purchase and Sale of Assets under the definition of "Division." The parties hereto specifically acknowledge and agree that the remedy at law for any such Competitor or loans money or renders breach of the forgoing will be inadequate and that Buyer, in addition to any other form relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of financial assistance to any such Competitorproving actual damage. In the event a court of competent jurisdiction determines that the provisions provision of this Section 2 are Covenant not to Compete should ever be deemed to exceed the limitation provided by applicable law, then the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted. If any of the provision of this Covenant not to Compete shall for any reason be held to be excessively broad as to time, duration, geographical scope scope, activity or activitysubject, it is expressly agreed that this Section 2 shall be construed construed, by limiting and reducing it, so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, as to be modified, amended and/or limited, but only enforceable to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes compatible with the Business; provided, however, the term “Competitive Activities” applicable law as it shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entitythen appear.

Covenant Not to Compete. Commencing on (a) Employee recognizes that the Closing Date services to be performed by her hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Company that Employee agree, the Restricted Party and accordingly, Employee does hereby agree, that she shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The time during the term of the Agreement and the "Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Period" (as defined in Section 9(e) below): (i) except as provided in Subsection (d) below, be engaged in the children's newspaper publication industry, or provide technical assistance, advice or counseling regarding such industry in any state in the United States in which the Company or an affiliate thereof transacts business, either on her own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of herself or any third party, any employee or agent of Company or any affiliate thereof. (b) Employee hereby agrees that she will not, directly or indirectly, for or on behalf of herself or any third party, at any time during the term of the Closing Date. The Agreement and during the Restricted Party acknowledges that Period solicit any customers of the Company conducted its Business throughout or any affiliate thereof ( including those procured or indirectly by the Restricted Territory and Employee) in a manner which directly or indirectly competes with the Restricted Party provided services to Company. (c) If any of the Company throughout the Territory. The Restricted Party restrictions contained in this Section 9 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall then be construed so that enforceable in the remaining provisions manner contemplated hereby. (d) This Section 9 shall not be affectedconstrued to prevent Employee from owning, but shall remain in full force and effectdirectly or indirectly, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in aggregate, an amount which shall not exceed exceeding two percent (2%) of the issued and outstanding shares voting securities of any such entityclass of any company whose voting capital stock is traded on a national securities exchange or on the over-the-counter market other than securities of the Company. (e) The term "Restricted Period," as used in this Section 9, shall mean the period of Employee's actual employment hereunder plus in the event the Employee's employment is terminated for Cause for a period of twenty-four (24) months thereafter.

Covenant Not to Compete. Commencing Without the prior written consent of Olympic, which consent shall not be unreasonably withheld, Consultant shall not, for a period commencing on the Closing Date Effective Time hereof and ending on the three (3) year second anniversary of the Closing Date (last day of the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted TerritoryInitial Term, directly or indirectly, engage or participate in any Competitive Activities. The Restricted Territory shall mean anywhere manner whatsoever, either personally or in the world where the Company (directly any status or through any Company Subsidiary) conducts its Business (capacity, including but not limited to as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderan employer, owneremployee, associate, member, officer, director, memberowner (excluding an owner of less than 5% of the equity of any business), managersalesman, trustee representative, principal, agent, trustee, servant or partner of, consultant or consults with, advises or assists in any way, whether or not for consideration, by means of any corporation, partnership, firm, proprietorship or other business organization that engages legal entity or device, in any Competitive Activity business or activity which is in direct or indirect competition with Olympic or its subsidiaries within twenty (a “Competitor”20) or (ii) endorses the services miles of any such Competitorgeographic location where Olympic owns, solicits customers, provides controls or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force operates oil and effect, gas interests and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Businessproperties; provided, however, that no such restriction shall exist as to the information relating to the Goliad Project if Consultant (or an affiliate thereof) purchases such project from Olympic at cost. In the event that the terms of this Section 7 should ever be deemed to exceed the time or geographic limitations permitted by applicable law, then such terms shall be reformed to the maximum time or geographic limitations permitted by applicable law. In the event of a breach by Consultant of the terms of this Section 7, Olympic shall be entitled to an injunction restraining him from engaging or participating in such business or activity. However, nothing in this Section 7 shall be construed as prohibiting Olympic from pursuing any other remedies available to Olympic for the breach by Consultant of the terms of this Section 7, or any other terms of this Agreement, including the recovery of damages from Consultant. The term “Competitive Activities” of this Section 7 shall continue in effect notwithstanding the termination of this Agreement. The restrictive covenants upon Consultant set forth in this Section 7 are the essence of this Agreement: they shall be construed as independent of any other provision of this Agreement, and the existence of any claim or cause of action against Olympic, whether predicated on this Agreement or not, shall not include constitute a defense to the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) enforcement by Olympic of the outstanding shares of any such entityrestrictive covenants contained herein.

Covenant Not to Compete. Commencing on (a) As a material inducement to the Closing Date Company to enter into this Agreement, Dealer agrees that, during the Term and ending on for a period of one year thereafter, provided the three (3) year anniversary agreement is not terminated as the result of the Closing Date (the “Restricted Period”)a default by Company, the Restricted Party it shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company indirectly (directly or through any Company Subsidiary) conducts its Business (whether as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner an owner of, partner of or consults within, advises participant of or assists in in, consultant or advisor to or for, or the source of any way, whether or not for considerationfinancial interest whatsoever in, any firm, company, corporation, partnership, firmlimited liability company, proprietorship joint venture or any other entity whatsoever), other than as contemplated herein during the Term attempt to engage in or engage in RSB Construction LTD Dealership Agreement any business organization that engages activity or endeavor which is similar to any business activity or endeavor engaged in by the Company or the Company's Affiliates during the Term, in any Competitive Activity (a “Competitor”) state, commonwealth, district, territory or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form constituent province or possession of financial assistance to the United States or any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain foreign country in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by which the Company and/or the Company's Affiliates shall, on the date of termination of this Agreement. Furthermore Dealer shall not engage in any business activity with any of the Company's suppliers for a period of three years after the termination of this agreement, provided the agreement is not terminated as the result of a default by Company. (b) The Company Subsidiaries prior agrees that it will not engage in any activity detrimental to the Closing DateDealer during the term of this agreement. Dealer will not engage in any business activity with customers or Resellers that the Dealer has established unless agreement is terminated for cause. (c) Each of the Company and Dealer acknowledges and agrees that the time period, consisting scope and area covered by the foregoing restrictive covenant is reasonable, and that it is the specific intent of serving the Company and Dealer that the restrictive covenant set forth herein shall be valid and enforceable to the fullest possible extent. If it shall be judicially determined that any part of such restrictive covenant shall not be valid or enforceable, such restrictive covenant shall not be declared invalid but rather shall be modified in a manner so as to result in the restrictive covenant being valid and enforceable to the maximum extent permitted by law and in any event such provision shall be severable and shall not affect the validity or enforceability of the remaining provisions of the agreement. (d) It is acknowledged and agreed by Dealer that any breach of the foregoing covenant not to compete would be a material breach of this Agreement and result in irreparable harm to the Company. Therefore, in the event of any violation by Dealer of the preceding provisions of this section, the Company may, in addition to any other remedies it may have, obtain injunctive relief in any court of appropriate jurisdiction to enforce this paragraph 12. Dealer agrees that it will not oppose any request for injunctive relief and will not, under any circumstances, seek or request that the Company be required to post any bond or other security as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership condition of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any obtaining such entityinjunctive relief.

Covenant Not to Compete. Commencing on In consideration of your position of GSCO for Quaker Houghton and the Closing Date training and ending on the three Confidential Information you are to receive from Quaker Houghton, you agree that during your employment with Quaker Houghton and for a period of one (31) year anniversary thereafter, regardless of the Closing Date (the “Restricted Period”)reason for your termination, the Restricted Party shall you will not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, : a. directly or indirectly, engage in together or separately or with any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (third party, whether as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderan employee, ownerindividual proprietor, partner, stockholder, officer, director, member, manager, trustee or partner ofinvestor, or consults within a joint venture or any other capacity whatsoever, advises actively engage in business or assists assist anyone or any firm in business as a manufacturer, seller, or distributor of specialty chemical products which are the same, like, similar to, or which compete with Quaker Houghton’s (or any of its affiliates’) products or services; and b. directly or indirectly recruit, solicit or encourage any Quaker Houghton (or any of its affiliates’) employee or otherwise induce such employee to leave Quaker Houghton’s (or any of its affiliates’) employ, or to become an employee or otherwise be associated with you or any firm, corporation, business, or other entity with which you are or may become associated; and c. solicit or induce any of Quaker Houghton's suppliers of products and/or services (or a supplier of products and/or services of a customer who is being provided or solicited for the provision of chemical management or other services by Quaker Houghton) to terminate or alter its contractual relationship with Quaker Houghton (and/or any such customer). The parties consider these restrictions reasonable, including the period of time during which the restrictions are effective. However, if any restriction or the period of time specified should be found to be unreasonable in any waycourt proceeding, whether then such restriction shall be modified or the period of time shall be shortened as is found to be reasonable so that the foregoing covenant not for considerationto compete may be enforced. You agree that in the event of a breach or threatened breach by you of the provisions of the restrictive covenants contained in Section 4 or in this Section 5, Quaker Houghton will suffer irreparable harm, and monetary damages may not be an adequate remedy. Therefore, if any corporationbreach occurs, partnershipor is threatened, firmin addition to all other remedies available to Quaker Houghton, proprietorship at law or other business organization that engages in any Competitive Activity (equity, Quaker Houghton shall be entitled as a “Competitor”) matter of right to specific performance of the covenants contained herein by way of temporary or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitorpermanent injunctive relief. In the event a court of competent jurisdiction determines that any breach of the provisions of restrictive covenant contained in this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement5, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares restrictive covenant shall be extended by a period of any time equal to that period beginning on the date such entityviolation commenced and ending when the activities constituting such violation cease.

Covenant Not to Compete. Commencing on In consideration of your position of CDIO for Quaker Houghton and the Closing Date training and ending on the three Confidential Information you are to receive from Quaker Houghton, you agree that during your employment with Quaker Houghton and for a period of one (31) year anniversary thereafter, regardless of the Closing Date (the “Restricted Period”)reason for your termination, the Restricted Party shall you will not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, : a. directly or indirectly, engage in together or separately or with any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (third party, whether as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderan employee, ownerindividual proprietor, partner, stockholder, officer, director, member, manager, trustee or partner ofinvestor, or consults within a joint venture or any other capacity whatsoever, advises actively engage in business or assists assist anyone or any firm in business as a manufacturer, seller, or distributor of specialty chemical products which are the same, like, similar to, or which compete with Quaker Houghton’s (or any of its affiliates’) products or services; and b. directly or indirectly recruit, solicit or encourage any Quaker Houghton (or any of its affiliates’) employee or otherwise induce such employee to leave Quaker Houghton’s (or any of its affiliates’) employ, or to become an employee or otherwise be associated with you or any firm, corporation, business, or other entity with which you are or may become associated; and c. solicit or induce any of Quaker Houghton's suppliers of products and/or services (or a supplier of products and/or services of a customer who is being provided or solicited for the provision of chemical management or other services by Quaker Houghton) to terminate or alter its contractual relationship with Quaker Houghton (and/or any such customer). The parties consider these restrictions reasonable, including the period of time during which the restrictions are effective. However, if any restriction or the period of time specified should be found to be unreasonable in any waycourt proceeding, whether then such restriction shall be modified or the period of time shall be shortened as is found to be reasonable so that the foregoing covenant not for considerationto compete may be enforced. You agree that in the event of a breach or threatened breach by you of the provisions of the restrictive covenants contained in Section 4 or in this Section 5, Quaker Houghton will suffer irreparable harm, and monetary damages may not be an adequate remedy. Therefore, if any corporationbreach occurs, partnershipor is threatened, firmin addition to all other remedies available to Quaker Houghton, proprietorship at law or other business organization that engages in any Competitive Activity (equity, Quaker Houghton shall be entitled as a “Competitor”) matter of right to specific performance of the covenants contained herein by way of temporary or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitorpermanent injunctive relief. In the event a court of competent jurisdiction determines that any breach of the provisions of restrictive covenant contained in this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement5, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares restrictive covenant shall be extended by a period of any time equal to that period beginning on the date such entityviolation commenced and ending when the activities constituting such violation cease.

Covenant Not to Compete. Commencing During the period commencing on the Closing Date and ending on continuing until the three (3) year third anniversary of the Closing Date (the “Restricted "Noncompetition Period”"), the Restricted Party Seller shall not, not (and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Noncompetition Party (as defined below) as not to), directly or indirectly (including, without limitation, through third parties) own, manage, operate, control, conduct, solicit, invest in, lend money to, render services to (other than administrative services that are unrelated to the primary function of the business such as, without limitation, payroll, janitorial and child care), act as agent for, acquire or hold any interest whatsoever in (except as otherwise permitted below), any business in competition with the business activities conducted by the Business on the Closing Date. The Restricted Party acknowledges Date (a "Competitive Business"); provided, however, that the Company foregoing covenants shall not prohibit, or be interpreted as prohibiting, any Noncompetition Party from: (a) continuing anywhere in the world in any type of business conducted its by any Noncompetition Party on the date hereof, which is not part of the Business; (b) entering into any relationship with a person or entity not owned, managed, operated or controlled by any Noncompetition Party for purposes primarily unrelated to a Competitive Business; (c) making equity investments in publicly owned companies which conduct a Competitive Business, provided such investments do not confer control of any such Competitive Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in upon any Noncompetition Party; or (d) acquiring any person or entity which conducts a Competitive Activities Business if such Restricted Party or any of his affiliates either: (i) serves as a shareholderin the calendar year prior to such acquisition, owner, officer, director, member, manager, trustee the revenues of such person or partner of, entity from its Competitive Business do not constitute more than 25% of the total revenues of such person or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or entity; or (ii) endorses the services applicable Noncompetition Party promptly commences and thereafter pursues until the earlier to occur of any the expiration of the Noncompetition Period and 12 months after such Competitoracquisition, solicits customers, provides the transfer of that portion of the business of such person or otherwise serves entity as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In constitutes a Competitive Business upon terms and conditions and at a price determined by the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain applicable Noncompetition Party in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdictionits sole discretion. For purposes of this Letter the Agreement, "NONCOMPETITION PARTY" means each of Seller and any direct or indirect majority-owned subsidiaries of Thermo Electron Corporation, a Delaware corporation ("Thermo Electron") while (but only while) such entity is a direct or indirect majority-owned subsidiary of Thermo Electron. The obligations under this Section 10.2 shall apply to all markets, domestic or foreign, in which the term (i) “Business” means the business and operations conducted and Business operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for or in which Buyer operates the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with Business after the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityClosing Date.

Covenant Not to Compete. Commencing on the Closing Date (a) Seller covenants and ending on the agrees that for a period of three (3) year anniversary of years following the Closing Date Date, neither Seller nor any Affiliates of Seller (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere excluding any employee or pension fund or other similar Person acting in the Restricted Territorya fiduciary capacity) shall, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean as principal, partner, agent, employee, consultant, stockholder, or otherwise, anywhere in the world where (the Company ("Territory"), engage, directly or indirectly, in the manufacture or sale of Memory Products. Seller also covenants and agrees that for a period of five (5) years following the Closing Date, neither Seller nor any Affiliate of Seller (excluding any employee or pension fund or other similar Person acting in a fiduciary capacity) shall, directly or indirectly, as a principal, partner, agent, employee, consultant, stockholder, or otherwise, anywhere in the Territory, engage, directly or indirectly, in the manufacture or sales of Memory Products through a foundry or exercise any Company Subsidiary) conducts "have made" rights granted in the Cross-License Agreement for the manufacture or sale of Memory Products; provided, however, that Seller may fulfill its Business (as defined below) contractual obligations effective as of the Closing Date. The Restricted Party acknowledges that date hereof in accordance with the Company conducted its Business throughout terms of the Restricted Territory and the Restricted Party provided services Transition Agreement, as amended to the Company throughout date hereof. (b) Buyer and Seller acknowledge and agree that compliance with the Territorycovenant contained in this Section 6.25 is necessary to protect Buyer and its Subsidiaries and that a breach of such covenant would result in irreparable and continuing damage for which there would be no adequate remedy at law. The Restricted Party Seller agrees that in the event of any breach of said covenant, Buyer shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. Seller agrees that this restriction on competition shall be deemed to be engaged a series of separate covenants not-to-compete for each year within the three-year and five-year periods of non-competition and separate covenants not-to-compete for each state within the United States and each country in Competitive Activities if such Restricted Party or the world. If any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines shall determine the foregoing covenant to be unenforceable with respect to the term thereof or the scope of the subject matter or geography covered thereby, then such covenant shall nonetheless be enforceable by such court against such other party or upon such shorter term or within such lesser scope as may be determined by the court to be reasonable and enforceable. (c) In the event that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 Seller shall be construed so that in violation of the remaining provisions shall not be affectedaforementioned restrictive covenants, but shall remain in full force and effect, and any such overbroad provisions then the time limitation thereof shall be deemed, without further action on extended for a period of time during which such breach or breaches shall occur. Notwithstanding the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term foregoing: (i) “Business” means Seller or its Affiliates may acquire a controlling interest in, or a majority of the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior assets of, any Person having not more than 5% of its sales (based on its latest annual audited financial statements) attributable to the Closing Date, consisting manufacture or sale of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the BusinessMemory Products; provided, however, that Seller shall, and shall cause its Affiliates, to use commercially reasonable efforts to promptly divest itself of or shutdown that portion of the term “Competitive Activities” shall not include the passive ownership operations of securities of entities which are listed on a national securities exchange or traded such Person engaged in the national over-the-counter market in an amount which shall not exceed two percent manufacture or sale of Memory Products; (ii) Seller or its Affiliates may acquire up to 2%) % of the outstanding shares capital stock or other ownership interest in any Person engaged principally in the manufacture or sale of Memory Products having a class of equity securities listed on any such entitynational or international securities exchange; and (iii) Seller or its Affiliates may engage in the assembly, packaging and/or sale of Memory Products for sale to customers solely for use in military and aerospace applications.

Covenant Not to Compete. Commencing on For a period of seven (7) years from the Closing Date Date, Company and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party shall Shareholder will not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in within the United States or within any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates foreign countries, (i) serves as a shareholderengage in continue in or carry on any business which competes with the Business or is substantially similar thereto, ownerincluding owning or controlling any financial interest in any corporation, officerpartnership, director, member, manager, trustee firm or partner of, or consults other form of business organization which is so engaged; (ii) consult with, advises advise or assists assist in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship firm or other business organization that engages which is now or becomes a competitor of Buyer in any Competitive Activity (a “Competitor”) aspect with respect to the Business or (ii) endorses Purchased Assets which Buyer is acquiring hereunder, including, but not limited to, advertising or otherwise endorsing the services products of any such Competitor, solicits customers, provides competitor; soliciting customers or otherwise serves serving as an intermediary for any such Competitor or loans competitor; loaning money or renders rendering any other form of financial assistance to or engaging in any form of business transaction on other than an arms' length basis with any such Competitorcompetitor; or (iii) engage in any practice the sole intent of which is to evade the provisions of this covenant not to compete, provided, however, that Buyer expressly agrees that Company may market, distribute or sell, at its sole discretion, the Excluded Inventory after Closing, and that such The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the Business or the Purchased Assets. In the event a court of competent jurisdiction determines that the provisions of this Section 2 covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad over broad provisions shall be deemed, without further action on the part of any Personperson, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entity.

Covenant Not to Compete. Commencing (i) If the Term expires on December 31, 2005 or is terminated by Employer for Cause or by Employee without Good Reason, Employee shall not, during the Closing Date and ending on Restricted Term, engage in competition with the three (3) year anniversary business of the Closing Date Employer or any Affiliate as such businesses exist as of the termination date of Employee's employment, or solicit information technology outsourcing business from any Person who purchased any products or services from Employer or any Affiliate while Employee was employed by Employer or any Affiliate. For the purpose of this Section (the “Restricted Period”e), the Restricted Party Term shall notnot exceed four (4) years after the date of this Agreement. (ii) For purposes of this Agreement, and Employee shall cause each of his affiliates not to, anywhere be deemed to engage in the Restricted Territory, competition with Employer if she directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly either individually or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderstockholder, director, officer, partner, consultant, owner, officeremployee, director, member, manager, trustee or partner ofagent, or consults with, advises or assists in any wayother capacity, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides consults with or otherwise serves as an intermediary for assists any such Competitor Person in providing information technology outsourcing products or loans money or renders any other form of financial assistance services to any such Competitor. In Person to which Employer or any Affiliate provided information technology outsourcing products or services while Employee was employed with Employer or any Affiliate. (iii) Notwithstanding the event a court of competent jurisdiction determines that the foregoing provisions of this Section 2 are excessively broad as (e), during the Restricted Term, Employee shall be permitted to durationown passive investments in publicly held companies provided that such investments do not exceed five percent (5%) of any class of such company's outstanding equity securities and to engage in the following activities: (A) Employee may provide advisory services in connection with the procurement of 8(a) contracts, geographical scope if Employee receives the prior written consent of TechTeam's Chief Executive Officer, which consent shall not be unreasonably withheld; and (B) Employee shall be permitted to make investments in, organize and consult with, private equity and similar funds, that may invest in companies doing business in the commercial and government sectors, provided that, during the Restricted Term, the Employee does not personally sit on any governing or activityadvisory board of, or participate in any management discussions concerning, any company engaged in providing information technology outsourcing services (other than a discussion concerning an investment in any such company). Employee shall give TechTeam's Chief Executive Officer written notice of any investments permitted under this Section 6(e)(iii)(B) within five (5) business days after such investment is made. (iv) In addition, it is expressly agreed acknowledged that Employee's son, through the ▇▇▇▇▇▇▇ ▇▇▇ Revocable Trust ("Trust"), owns 25% of ▇▇▇▇ Information Systems, Inc. and that such ownership does not violate or come within the scope of this Section 2 shall be construed so that Agreement. During the remaining provisions shall Term, Employee agrees not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) Trustee of the outstanding shares of any such entityTrust.

Covenant Not to Compete. Commencing on Without the Closing Date and ending on the three (3) year anniversary express written consent of the Closing Date ”Required Approver” (as defined in Section 6), during the “Restricted Period”), the Restricted Party shall ” (as defined in Section 6) I will not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The be employed by, provide services to, or advise a “Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Company” (as defined below) in Section 6), whether as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged an employee, advisor, director, officer, partner or consultant, or in Competitive Activities if any other position, function or role that, in any such Restricted Party or any of his affiliates case, (i) serves oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as a shareholderdefined in Section 6) of or by the Restricted Company, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event would involve a court of competent jurisdiction determines substantial risk that the provisions “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation, information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. I acknowledge and agree that: (A) enforcement of this Section 2 are excessively broad as PECA pursuant to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (iSections 1(a)(i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; providedis necessary to protect, howeveramong other interests, the term “Competitive Activities” Corporation’s trade secrets and other Confidential or Proprietary Information, as defined by Section 1(c); and (B) Sections 1(a)(i) and (ii) shall not apply to me if I am a resident of or work in California, or if I work and/or reside in any other state or jurisdiction that prohibits or otherwise bans such a covenant between the Corporation and me. To the extent permitted by applicable law, including but not limited to any applicable rules governing attorney conduct (such as the ABA Model Rules of Professional Conduct and state versions thereof), Sections 1(a)(i) and (ii) and Section 1(b) relating to non-solicitation, shall apply to individuals who are employed by the Corporation in an attorney position and whose occupation during the Restricted Period does not include practicing law. In lieu of Section 1(a)(i) and (ii), as well as Section 1(b) relating to non-solicitation, the passive ownership following Section 1(a)(iii) shall apply to individuals who are employed by the Corporation in an attorney position, and whose occupation during the Restricted Period includes practicing law. (iii) Post-Employment Activity As a Lawyer – I acknowledge that as counsel to the Corporation, I owe ethical and fiduciary obligations to the Corporation and that at least some of securities of entities which are listed on a national securities exchange or traded these obligations will continue even after the “Termination Date” (as defined in Section 6). I agree that after my Termination Date I will comply fully with all applicable ethical and fiduciary obligations that I owe to the Corporation. To the extent permitted by Award Date: February 23, 2022 applicable law, including but not limited to any applicable rules governing attorney conduct, I agree that I will not: a. Represent any client in the national over-the-counter market same or a substantially related matter in which I represented the Corporation where the client’s interests are materially adverse to the Corporation; or b. Disclose confidential information relating to my representation of the Corporation, including the disclosure of information that is to the disadvantage of the Corporation, except for information that is or becomes generally known. The Corporation’s Senior Vice President, General Counsel, and Corporate Secretary or the General Tax Counsel, as applicable, will determine in their discretion whether an individual is employed by the Corporation in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityattorney position.

Covenant Not to Compete. Commencing on During the Closing Date Term of this Agreement and ending on for a period of six (6) months following the three (3) year anniversary termination of the Closing Date Agreement for any reason, Dextra agrees that it will not (without the “Restricted Period”)prior written consent of Customer, the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere which may be withheld in the Restricted Territory, directly or indirectly, Customer's absolute discretion) engage in any Competitive Activitiesactivity that is competitive with the products and/or services offered by Customer at any time during the term of this Agreement. The Restricted Territory shall mean anywhere in the world where the Company If such written consent has not been provided by Customer to Dextra within five (directly or through any Company Subsidiary5) conducts its Business (as defined below) as business days of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall date such consent was requested, then consent will be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates have been withheld by Customer. This Covenant Not to Compete includes, but is not limited to, (i) serves as developing or providing for itself or any affiliate of Dextra any product or service competitive with the products and/or services provided by Customer; (ii) providing any development, engineering, consulting or other services for any company that is a shareholderdirect or indirect competitor of Customer; or (iii) providing any development, ownerengineering, officerconsulting or other services for any customer, directorenduser, member, manager, trustee reseller or partner ofof the Customer for whom Dextra has been engaged by Customer with respect to any Services. Dextra and Customer agree that this Covenant Not to Compete is a fundamental requirement for entering into this Agreement and that the intent of the parties is that this Covenant be enforced to the maximum extent of the law. Notwithstanding the limitations of this Section 4.3, in the event that Dextra is already engaged in specific activities for a third party or consults withengaged in active discussions with respect to such specific activities (which third party is NOT included in the entities referred to in subsections 4.3(i), advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”ii) or (iiiii) endorses above) and Customer thereafter undertakes a new and different type of business activity that would preclude Dextra from continuing (or accepting) the specific activities it is engaged in (or in active discussion regarding) for such third party (because such new Customer activity is competitive with the specific activity Dextra is engaged in (or discussing) for such third party), then Dextra shall have the right to immediately terminate this Agreement and so long as Dextra has not performed any services for Customer with respect to such new and different activities and Dextra abides by this Section 4.3 with respect to all other activities of Customer, then the 6 month limitation set forth in this Section 4.3 shall not apply with respect to the specific activities that Dextra had been engaged in (or has been actively discussing) for such third party prior to Customer undertaking such new and different activity. Nothing in this Section 4.3 shall diminish in any such Competitor, solicits customers, provides or otherwise serves respect Dextra's obligations to maintain in confidence and not use Customers confidential information as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitorprovided in Section 8.1 below. In the event a court of competent jurisdiction determines that the provisions addition, for purposes of this Section 2 are excessively broad as to duration4.3, geographical scope or activityEncanto Networks, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions Inc. shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, considered to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes an affiliate of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityDextra.

Covenant Not to Compete. Commencing on (a) Dow Jones covenants and agrees that, if the Closing Date is consummated and ending on the ex▇▇▇▇ as permitted under this Section 5.08, for a period of three (3) year anniversary of years after the Closing Date (the “Restricted Period”)Date, the Restricted Party shall it will not, and shall will cause each of his affiliates its Subsidiaries not to, anywhere engage in the Restricted Territory, directly or indirectly, engage Purchaser Business in any Competitive Activities. The Restricted Territory shall mean anywhere location in which the world where Purchaser or any subsidiary of the Company Purchaser (directly or through any Company Subsidiaryincluding DJM after the Closing Date) conducts its Business (as defined below) engages in such business as of the day before the Closing Date. The Restricted Party acknowledges ; provided, however, that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party nothing herein shall be deemed construed to be engaged in Competitive Activities if such Restricted Party prevent Dow Jones or any of his affiliates its subsidiaries from holding the Equity Consideratio▇ (i▇▇, if applicable, the Note Consideration) serves or from owning as a shareholderpassive investor (x) with respect to any existing investments up to 20% of the stock or equity and (y) with respect to any future investments, ownerup to 10%, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization person that primarily engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services Purchaser Business. It is the desire and intent of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines parties that the provisions of this Section 2 are excessively broad 5.08 shall be enforced to the fullest extent permitted under the laws and public polices of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 5.08 is unenforceable, such court shall have the power to reduce the duration or scope of such provision, as to durationthe case may be, geographical scope or activityterminate such provision and, in reduced form, such provision shall be enforceable; it is expressly agreed that this Section 2 shall be construed so the intention of the parties that the remaining provisions foregoing restrictions shall not be affectedterminated, unless so terminated by a court, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, deemed amended and/or limited, but only to the extent necessary required to render the same them valid and enforceable enforceable, such amendment to only apply with respect to the operation of this Section 5.08 in such jurisdictionthe jurisdiction of the court that has made the adjudication. For purposes of this Letter Agreement, the term (i) “"Purchaser Business” " means the business of providing dynamically updating real-time price information on financial instruments, through products aimed primarily at professional traders, but excluding products that have a significant news component, and operations conducted excluding specifically the business of compiling, calculating, distributing, and operated by publishing financial indexes, and the Company and/or the Company Subsidiaries prior to the Closing Date, consisting Dow Jones Interactive Publishing business of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityDow Jones.

Covenant Not to Compete. Commencing on (a) Executive recognizes that the Closing Date services to be performed by his hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Company that Executive agree, the Restricted Party and accordingly, Executive does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The time during the term of the Agreement and the "Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Period" (as defined in Section 9(e) below): (i) except as provided in Subsection (c) below, be engaged in the footwear industry or provide technical assistance, advice or counseling regarding the footwear industry in any state in the United States in which the Company or any affiliate thereof is engaged in business, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of Company or any affiliate thereof. (b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the term of the Closing Date. The Agreement and during the Restricted Party acknowledges that Period solicit any customers of the Company conducted its Business throughout or any affiliate thereof. (c) If any of the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 9 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall then be construed so that enforceable in the remaining provisions manner contemplated hereby. (d) This Section 9 shall not be affectedconstrued to prevent Executive from owning, but shall remain directly or indirectly, in full force the aggregate, an amount not exceeding five percent (5%) of the issued and effect, and any such overbroad provisions shall be deemed, without further action on the part outstanding voting securities of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes class of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed company whose voting capital stock is traded on a national securities exchange or traded in on the national over-the-counter market in an amount which shall not exceed two percent (2%) other than securities of the outstanding shares of any such entityCompany.

Covenant Not to Compete. Commencing on (a) In consideration for Employer entering into this Agreement, save for the Closing Date and ending on the three (3) year anniversary current activities of the Closing Date (other businesses that Employee is at the “Restricted Period”), the Restricted Party shall not, and shall cause each date of this Agreement involved in as a result of his affiliates not torelationship and positions with various of the Trans Continental and ▇▇▇▇▇▇▇▇ Group's of companies, anywhere in Employee covenants and agrees that during the Restricted TerritoryService Period and for the eighteen (18) months period thereafter, Employee will, neither individually nor on behalf of any other person or entity, without the express prior written consent of Employer, directly or indirectly, engage provide to any person or entity any services that are the same or similar to the services Employee provided to Employer in respect to any business activities of such other person or entity which compete with the Internet driven casting, modeling and athletic services business of Employer. Because the Employer's business is international in scope, Employee acknowledges and agrees that the above restrictions shall apply to prevent Employee from providing the prohibited services to any person or entity, wherever located, if the competing business is conducted in any Competitive Activitiescountry in which Employer conducts, or, at the time of termination, reasonably expected to conduct, business. The Restricted Territory shall mean anywhere in Upon the world where termination of Employee, the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as business of the Closing Date. The Restricted Party acknowledges Employer is deemed to include all business activities of the Employer (and any parent or subsidiary of Employer) that Employer (and any parent or subsidiary of Employer) engaged in during the one year period prior to the date of termination and all business activities that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services Employer had made substantial plans to engage in. Employee will undertake no activities that may lead Employee to compete with or to acquire rival, conflicting or antagonistic interests to those of Employer with respect to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any business of his affiliates (i) serves Employer, whether alone, as a shareholderpartner, owner, or as an officer, director, memberemployee, managerindependent contractor, trustee consultant or partner ofshareholder holding 15% or more of the outstanding voting stock of any other corporation, or consults as a trustee, fiduciary or other representative of any other person or entity. (b) During the Service Period and for a period of eighteen (18) months after termination of employment, Employee will not, directly or indirectly, on its behalf or on behalf of any other person or entity, solicit or induce, or hire, any other employee of Employer or any parent or affiliate to leave his or her employment, or solicit or induce, or contract with, advises any consultant or assists in independent contractor to sever that person's relationship with Employer. (c) If any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization court shall determine that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services duration of geographical limit of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of covenant contained in this Section 2 are excessively broad as to duration, geographical scope or activity10 is unenforceable, it is expressly agreed the intention of the parties that this Section 2 covenant shall not thereby be terminated but shall be construed so deemed amended to the extent required to render it valid and enforceable, such amendment to apply only in the jurisdiction of the court that has made such adjudication. (d) Employee acknowledges and agrees that the remaining provisions covenants contained in Sections 10 and 11 hereof are of the essence in this Agreement, that each of such covenants is reasonable and necessary to protect and preserve the interests, properties, and business of Employer, and that irreparable loss and damage will be suffered by Employer should Employee breach any of such covenants. Employee further represents and acknowledges that he shall not be affected, but shall remain precluded from gainful engagement in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated a satisfactory fashion by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting enforcement of serving as a global solutions provider for the fire safety and oil additives industries and these provisions. (iie) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” This Section 11 shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded be effective in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityevent Employee is terminated by Employer without Cause.

Covenant Not to Compete. Commencing on (a) Seller covenants and agrees that for a period of three years following Closing, Seller shall not directly or indirectly acquire, manage, operate or control any cable system providing analog or digital video or high speed data services or local or long distance voice services within the Closing Date and ending on Territory. Notwithstanding the three foregoing, nothing contained herein shall prohibit (3i) year any acquiror of or successor to Seller from engaging in the activities described in this Section 5.14, (ii) Seller from owning securities of any company that is "publicly held" which do not constitute more than 10% of the voting rights or equity interests of such company, (iii) Seller from providing domestic or international long distance voice services to Persons residing within the Territory (x) who select to subscribe to Seller's voice services or (y) who respond to any Seller national or regional voice service promotion which is not specifically targeted to Persons residing within the Territory, or (iv) effective as of the twelve month anniversary of the Closing Date (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as termination of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided Transition Service Agreement, Seller from providing local voice services to Persons residing within the Company throughout Territory (x) who select to subscribe to Seller's voice services or (y) who respond to any Seller national or regional voice service promotion which is not specifically targeted to Persons residing within the Territory. The Restricted Party shall be deemed (b) If any provision of this Section 5.14, or the application thereof, is construed to be engaged in Competitive Activities if such Restricted Party invalid, illegal or any of his affiliates (i) serves as a shareholderunenforceable, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or then the other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as 5.14, or the application thereof, shall not be affected thereby and shall be enforceable without regard thereto. If any provision of this Section 5.14, or the application thereof, is determined to be unenforceable because of its scope, duration, geographical scope area or activityother factor, it is expressly agreed that this Section 2 then the court making such determination shall be construed so that have the remaining provisions shall not be affectedpower to reduce or limit such scope, but shall remain in full force and effectduration, area or other factor, and any such overbroad provisions provision shall then be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity its reduced or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entitylimited form.

Covenant Not to Compete. Commencing on the Closing Date and ending on the three (3a) year anniversary Except as may be required by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) as an employee of the Closing Date Company or any other affiliate of USHS, during the Term (the “Restricted Period”as hereinafter defined), the Restricted Party DAI Shareholders shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage or participate in, or assist any business which engages in competition with the Business of the Company and USHS in any Competitive Activities. The Restricted Territory shall mean anywhere in state or jurisdiction within the world United States of America where the Company and USHS then has business operations. (directly or through any Company Subsidiaryb) conducts its Business (Except as defined below) may be required by ▇▇▇▇▇ as an employee of the Closing Date. The Restricted Party acknowledges that Company or any other affiliate of USHS, during the Term, DAI Shareholders shall not, disclose to any person or entity any confidential or proprietary information of the Company conducted or USHS, including, without limitation, client lists, client mailing lists, trade secrets, pricing, advertising or marketing plans, methods, systems, procedures, data bases or other software programs or applications or processes of, or utilized by, the Company, USHS and/or its Business throughout the Restricted Territory affiliates; provided, however, that, after reasonable measures have been taken to maintain confidentiality and the Restricted Party provided services after giving reasonable notice to the Company throughout and USHS specifying the Territory. The Restricted Party information involved and the manner and extent of the proposed disclosure thereof, any disclosure of such information may be made to the extent required by applicable law or regulation or judicial or regulatory process. (c) During the Term, DAI Shareholders shall not, directly or indirectly, hire or solicit for hire; or induce or attempt to influence any current or future employee of the Company, USHS and/or its affiliates to terminate such employee’s employment, including, without limitation, the former employees of DAI who were hired by the Company. (d) Except as may be required by ▇▇▇▇▇ as an employee of the Company, during the Term, DAI Shareholders, directly or indirectly, shall not: engage in the business of providing the fabrication, sale and installation of deck and deck enclosures (collectively, the “Business”); however, such Shareholder shall be deemed permitted to be invest in any company engaged in Competitive Activities if the Business provided its securities are publicly traded and said investment does not represent more than a 5% ownership interest and such Restricted Party Shareholder is not an officer, director, employee, consultant or any manager of his affiliates said company. (ie) serves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall not invest in, directly or indirectly, own or operate, as a shareholder, owner, officer, director, member, manager, trustee employee or partner of, or consults with, advises or assists in consultant any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization entity that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services pressure chemical treatment of any lumber which is ultimately utilized in deck home remodeling projects; however, such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 Shareholders shall be construed so that the remaining provisions shall not be affected, but shall remain permitted to invest in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded company engaged in the national over-the-counter market in pressure chemical treatment of lumber provided its securities are publicly traded and said investment does not represent more than a 5% ownership interest and such Shareholder is not an amount which shall not exceed two percent (2%) officer, director, employee, consultant or manager of the outstanding shares of any such entitysaid company.

Covenant Not to Compete. Commencing on the Closing Date and ending on the three No Restricted Party (3defined below) year anniversary of the Closing Date (the “Restricted Period”)shall, at any time within the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted TerritoryPeriod (defined below), directly or indirectly, engage in, or have any interest on behalf of itself or others in any Competitive Activities. The person, firm, corporation or business (whether as an employee, officer, director, agent, security holder, creditor, partner, joint venturer, beneficiary under a trust, investor, consultant or otherwise) that engages within the Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as any of those business activities in which the Company has been engaged in the last 12 months, including evaluating information technology sourcing alternatives and managing clients' transitions from in-house to outsourced information technology functions. The term "Restricted Party" means each of the Shareholders and any Affiliate that any Shareholder controls. The term "Restricted Period" means the period beginning on the date hereof and ending on the second anniversary of the Closing Date. The "Restricted Party acknowledges that Territory" means the Company conducted its Business throughout area comprising the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any eastern region of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services United States of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such CompetitorAmerica. In the event of Litigation involving this Agreement, if a court of competent jurisdiction determines that the provisions scope of this Section 2 are excessively 8.1 is too broad in any respect, then the scope shall be deemed to be reduced or narrowed to such scope as to durationis found lawful and reasonable by such court. Each Seller Party acknowledges, geographical scope or activityhowever, it is expressly agreed that this Section 2 shall be construed so 8.1 has been negotiated by the parties and that the remaining provisions shall not be affectedgeographical and time limitations, but shall remain as well as the limitation on activities, are reasonable in full force light of the circumstances pertaining to the Company and effectthe Business. Notwithstanding the foregoing, and any provided that such overbroad provisions shall be deemedactivities do not interfere with the fulfillment of the Shareholders' obligations, without further action on the part each Shareholder may acquire solely as an investment not more than 5% of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership class of securities of entities which are listed on any entity that has a national class of securities exchange or traded registered pursuant to the Exchange Act so long as he remains a passive investor in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entity.

Covenant Not to Compete. Commencing on Executive acknowledges that the Closing Date skills, processes and ending on information developed at the three Company are highly proprietary and global in nature and could be utilized directly and to the Company’s detriment (3) year anniversary or the detriment of any of the Closing Date (Company’s affiliates or ventures) by several other businesses. Executive also acknowledges that the “Restricted Period”)nature of his duties and responsibilities under the Agreement will bring him into close contact with much of the Company’s Confidential Information, and the Company has affirmatively agreed to provide him with Confidential Information. Accordingly, for the consideration provided to Executive in this Agreement, Executive agrees to be bound by the following restrictive covenants: i. During the Term, Executive shall not accept employment with or render services to any Unauthorized Competitor as a director, officer, agent, employee, independent contractor or consultant, or take any action inconsistent with fiduciary relationship of an employee to his employer. In order to protect the Company’s good will and other legitimate business interests, provide greater flexibility to Executive in obtaining other employment and to provide both parties with greater certainty as to their obligations hereunder, the Restricted Party parties agree that Executive shall not, and shall cause each of his affiliates not to, anywhere be prohibited from accepting employment any where in the Restricted Territoryworld with any company or other enterprise except an Unauthorized Competitor. For purposes of this Agreement, an “Unauthorized Competitor” means any major oilfield equipment and services business, more specifically defined as Halliburton Company, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., BJ Services Company, ▇▇▇▇▇▇▇▇▇▇▇ International, CGG-Veritas and PGS, including any and all of their parents, subsidiaries, affiliates, joint ventures, divisions, successors, or assigns. ii. Executive further agrees that during the Term, he shall not at any time, directly or indirectly, engage in induce, entice or solicit (or attempt to induce, entice or solicit) any Competitive Activities. The Restricted Territory shall mean anywhere in the world where employee of the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his its affiliates (i) serves or ventures to leave the employment of the Company or any of its affiliates or ventures. iii. Executive acknowledges that this restrictive covenant under Section 5, for which he received consideration from the Company as provided in this Section 5, is ancillary to otherwise enforceable provisions of this Agreement and that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship greater restraint than is necessary to protect the good will or other business organization interests of the Company, such as the Company’s need to protect its confidential and proprietary information. Executive acknowledges that engages in the event of a breach by Executive of these restrictive covenants, the covenants may be enforced by temporary restraining order, preliminary or temporary injunction and permanent injunction, in addition to any Competitive Activity other remedies that may be available by law. In that connection, Executive acknowledges that in the event of a breach, the Company will suffer irreparable injury for which there is no adequate legal remedy, in part because damages caused by the breach may be difficult to prove with any reasonable degree of certainty. iv. Executive further acknowledges that if his employment terminates prior to the Term, pursuant to Section 4 (a “Competitor”c), (d) or (iie) endorses of this Agreement, the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance covenant not to any such Competitor. In the event a court of competent jurisdiction determines that the compete provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that Agreement will extend throughout the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) remainder of the outstanding shares of any such entityTerm.

Covenant Not to Compete. Commencing a. The Employee covenants and agrees that during the Employee’s employment by UTEK (whether during the Term hereof or otherwise), and thereafter for a period of one (1) year following the termination of the Employee’s employment with UTEK, the Employee will not: (1) directly or indirectly engage in, continue in or carry on the Closing Date and ending on the three business of any corporation, partnership, firm or other business organization which is now, becomes or may become a direct competitor of UTEK in its business (3) year anniversary of the Closing Date (the “Restricted Period”UTEK’s Business), the Restricted Party shall notincluding owning or controlling any financial interest in, and shall cause each any corporation, partnership, firm or other form of his affiliates not to, anywhere in the Restricted Territory, directly business organization which competes with or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be is engaged in Competitive Activities if or carries on any aspect of such Restricted Party business or any of his affiliates business substantially similar thereto; (i2) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults consult with, advises advise or assists assist in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship firm or other business organization that engages which is now, becomes or may become a competitor of UTEK during the Employee’s employment with UTEK; (3) engage in any Competitive Activity (a “Competitor”) practice the purpose of which is to evade the provisions of this Agreement or (ii) endorses to commit any act which is detrimental to the services successful continuation of, or which adversely affects, the business of UTEK. b. In the event of any such Competitorbreach of this covenant not to compete, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance the Employee recognizes that the remedies at law will be inadequate and that in addition to any relief at law which may be available to UTEK for such Competitorviolation or breach and regardless of any provisions contained in this Agreement, UTEK shall be entitled to equitable remedies (including an injunction) and such other relief as a court may grant after considering the intent of this Section 7. In any action or proceeding by Utek to obtain a temporary restraining order and/or preliminary injunction to enforce the covenant, the Employee hereby agrees that UTEK shall not be required to put an injunction bond in excess of One Thousand Dollars ($1,000.00) in order to obtain the temporary restraining order and/or preliminary injunction. It is further acknowledged and agreed that the existence of any claim or cause of action on the part of the Employee against UTEK, whether arising from this Agreement or otherwise, shall in no way constitute a defense to the enforcement of this covenant not to compete, and the duration of this covenant not to compete shall be extended in an amount which equals the time period during which the Employee is or has been in violation of this covenant not to compete. d. In the event a court of competent jurisdiction determines that the provisions of this Section 2 covenant not to compete are excessively broad as to duration, geographical scope geographic scope, prohibited activities or activityotherwise, it is expressly agreed the parties agree that this Section 2 covenant shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only reduced or curtained to the extent necessary to render it enforceable. e. For the same valid and enforceable in such jurisdiction. For purposes of this Letter AgreementSection 6, the term (i) “Business” means the business UTEK shall be deemed to include UTEK, as well as its subsidiaries and operations conducted affiliates. f. The parties hereto expressly acknowledge and operated agree that any provision of this Section 6 may be amended or waived by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting mutual written agreement of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityboth parties.

Covenant Not to Compete. Commencing During the period commencing on the Closing Date and ending on continuing until the three third (33rd) year anniversary of the Closing Date (the “Restricted Noncompetition Period”), the Restricted Party PKI shall not, not (and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business Noncompetition Party (as defined belowin this Section 9.3) as not to) develop, manufacture or market Products, including for use in the defense industry, of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party type developed, manufactured or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated marketed by the Company and/or the Company Subsidiaries Business prior to the Closing Date, consisting of serving as Date (a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business”); provided, however, that the term “Competitive Activities” foregoing covenants shall not include the passive ownership of securities of entities which are listed on a national securities exchange prohibit, or traded be interpreted as prohibiting, any Noncompetition Party from: (a) continuing anywhere in the national over-the-counter market world in an amount any type of business conducted by any Noncompetition Party on the date hereof (including any extensions or additions to such business), which shall is not part of the Business; (b) entering into any relationship with a person or entity not owned, managed, operated or controlled by any Noncompetition Party engaged in a Competitive Business for purposes primarily unrelated to a Competitive Business; (c) making equity investments in publicly owned companies which conduct a Competitive Business, provided such investments do not exceed two five percent (25%) of the outstanding shares common equity of such publicly owned companies; or (d) acquiring any person or entity which conducts a Competitive Business if either: (i) in the calendar year prior to such acquisition, the consolidated revenues of such person or entity from its Competitive Business do not constitute more than 25% of the total consolidated revenues of such person or entity; or (ii) the applicable Noncompetition Party promptly commences and thereafter pursues until the earlier to occur of the expiration of the Noncompetition Period and 18 months after such acquisition, the transfer of that portion of the business of such person or entity as constitutes a Competitive Business upon terms and conditions and at a price determined by the applicable Noncompetition Party in its sole discretion. Without limiting the applicability of the foregoing, PKI agrees that for one (1) year after the Closing Date, neither PKI nor any other Noncompetition Party will solicit or induce any person who was an employee or independent contractor of any Business Subsidiary or, with respect to the Business, Asset Seller on the Closing Date to terminate his or her relationship with Buyer, its Designated Affiliates or the Business Subsidiaries; provided, however, that the foregoing shall not prohibit PKI or any Noncompetition Party from (A) placing general advertisements for employees not directed at the Business and hiring or engaging any person in response to any such entitygeneral advertisement or (B) soliciting or hiring any such employee or independent contractor whose employment with Buyer, its Designated Affiliates or the Business Subsidiaries has been terminated for at least 90 days. Buyer agrees that for one (1) year after the Closing Date, neither Buyer nor any of its Designated Affiliates or other Subsidiaries will solicit or induce any person who was not an employee or independent contractor of any Business Subsidiary or, with respect to the Business, any Asset Seller on the Closing Date to terminate his or her relationship with PKI or its Subsidiaries; provided, however, that the foregoing shall not prohibit Buyer, its Designated Employees or its other Subsidiaries from (X) placing general advertisements for employees not directed at PKI and its Subsidiaries and hiring or engaging any person in response to any such general advertisement or (Y) soliciting or hiring any such employee or independent contractor whose employment with PKI or its Subsidiaries has been terminated for at least 90 days.

Covenant Not to Compete. Commencing on (a) Employee recognizes that the Closing Date services to be performed by him hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Corporation that Employee agrees, the Restricted Party shall and, accordingly, Employee does hereby agree, that he will not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, in the Territory, as hereinafter defined, at any time during the Restricted Period, as hereinafter defined: (i) engage in the Business for his account or render any Competitive Activities. The Restricted Territory shall mean anywhere services which constitute engaging in the world where Business, in any capacity to any entity; or become interested in any entity engaged in the Company Business (directly or through b) If any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party restrictions contained in this Section 10 shall be deemed to be engaged unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then after such restrictions have been reduced so as to be enforceable, in Competitive Activities if such Restricted Party or any of his affiliates its reduced form this Section shall then be enforceable in the manner contemplated hereby. (c) This Section 10 shall not be cons trued to prevent Employee from owning, directly and indirectly, in the aggregate, an amount not (d) Notwithstanding anything to the contrary set forth in this Section 10, (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofthe Employee shall not be prohibited from rendering services for news organizations, or consults with, advises public relations departments or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or public relations agencies; (ii) endorses the services Employee may act as a news reporter or manager for an entity whose primary function is journalism; (iii) the Employee may act as a member of the internal public relations staff of any such Competitorcorporation or entity who performs services for only that corporation or its affiliates, solicits customersincluding parent corporations, provides or otherwise serves subsidiaries, and joint ventures; and/or (iv) the Employee may act as an intermediary for any such Competitor account executive or loans money or renders any other form of financial assistance to any such Competitormanager at a public relations agency directly serving that agency's clients. In Notwithstanding the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to durationprior sentence, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreementhowever, the term Employee may not, render services, directly or indirectly, (i) “for any organization, department, or affiliate of such news organizations, corporate public relations departments, or public relations agencies, whose primary purpose is to provide the production and distribution of video or audio news releases that are competitive with, or substantially similar to, the Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” for any organization, department, or affiliate of such news organizations, corporate public relations departments, or public relations agencies, whose primary purpose is to provide the research and analysis of public relations and public affairs campaigns as determined through press clipping review, either on paper, video or audio tape or electronic database searches that are competitive with or substantially similar to the Business. (e) The term "Restricted Period", as used herein means any activity or service that competes with the Business; providedin this Section 10, however, shall mean (i) the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded this Agreement plus one (1) year; (ii) in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entity.

Covenant Not to Compete. Commencing on In consideration of your position of Chief Executive Officer for Q▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Closing Date training and ending on the three Confidential Information you are to receive from Q▇▇▇▇▇ ▇▇▇▇▇▇▇▇, you agree that during your employment with Q▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and for a period of eighteen (318) year anniversary months thereafter, regardless of the Closing Date reason for your termination, you will not: (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, a) directly or indirectly, engage in together or separately or with any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (third party, whether as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholderan employee, ownerindividual proprietor, partner, stockholder, officer, director, member, manager, trustee or partner ofinvestor, or consults within a joint venture or any other capacity whatsoever, advises actively engage in business or assists assist anyone or any firm in business as a manufacturer, seller, or distributor of specialty chemical products which are the same, like, similar to, or which compete with Quaker Houghton’s (or any of its affiliates’) products or services; and (b) directly or indirectly recruit, solicit or encourage any Quaker Houghton (or any of its affiliates’) employee or otherwise induce such employee to leave Quaker Houghton’s (or any of its affiliates’) employ, or to become an employee or otherwise be associated with you or any firm, corporation, business, or other entity with which you are or may become associated; and (c) solicit or induce any of Quaker Houghton's suppliers of products and/or services (or a supplier of products and/or services of a customer who is being provided or solicited for the provision of chemical management or other services by Quaker Houghton) to terminate or alter its contractual relationship with Quaker Houghton (and/or any such customer). The parties consider these restrictions reasonable, including the period of time during which the restrictions are effective. However, if any restriction or the period of time specified should be found to be unreasonable in any waycourt proceeding, whether then such restriction shall be modified or the period of time shall be shortened as is found to be reasonable so that the foregoing covenant not for considerationto compete may be enforced. You agree that in the event of a breach or threatened breach by you of the provisions of the restrictive covenants contained in Section 4 or in this Section 5, Quaker Houghton will suffer irreparable harm, and monetary damages may not be an adequate remedy. Therefore, if any corporationbreach occurs, partnershipor is threatened, firmin addition to all other remedies available to Quaker Houghton, proprietorship at law or other business organization that engages in any Competitive Activity (equity, Quaker Houghton shall be entitled as a “Competitor”) matter of right to specific performance of the covenants contained herein by way of temporary or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitorpermanent injunctive relief. In the event a court of competent jurisdiction determines that any breach of the provisions of restrictive covenant contained in this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement5, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares restrictive covenant shall be extended by a period of any time equal to that period beginning on the date such entityviolation commenced and ending when the activities constituting such violation cease.

Covenant Not to Compete. Commencing on For a period of three years from the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”)Date, the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, no Shareholder will directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates : (i) serves as a shareholderengage in, ownercontinue in or carry on any business which competes with the Business or is substantially similar thereto, officerincluding owning or controlling any financial interest in any corporation, directorpartnership, member, manager, trustee firm or partner of, or consults other form of business organization which is so engaged; (ii) consult with, advises advise or assists assist in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship firm or other business organization that engages which is now or becomes a competitor of Company or Buyer in any Competitive Activity (a “Competitor”) aspect with respect to the Business, including, but not limited to, advertising or (ii) endorses otherwise endorsing the services products of any such Competitor, solicits customers, provides competitor; soliciting customers or otherwise serves serving as an intermediary for any such Competitor or loans competitor; loaning money or renders rendering any other form of financial assistance to or engaging in any form of business transaction on other than an arm’s length basis with any such Competitor. In competitor; (iii) offer employment to an employee of Company, without the event a court prior written consent of competent jurisdiction determines that Buyer; or (iv) engage in any practice the purpose of which is to evade the provisions of this Section 2 are excessively broad as covenant not to duration, geographical scope compete or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and to commit any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with act which adversely affects the Business; provided, however, that the term “Competitive Activities” foregoing shall not include prohibit the passive ownership of securities of entities corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) 5% of the outstanding shares of any such entitycorporation. The parties agree that the geographic scope of this covenant not to compete shall extend to the United States of America and it’s territories. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the business of the Company. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction.

Covenant Not to Compete. Commencing on (a) For a period of five (5) years from and after the Closing Date Closing, Seller hereby covenants and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party agrees that it shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territoryengage or participate, directly or indirectly, engage in the Business, which includes the processing and distribution of metal products in competition with the Business conducted by Seller immediately prior to the Closing within the States of California (including, but not limited to, in Los Angeles, Orange, Riverside, Sacramento, Santa ▇▇▇▇▇, and San Bernardino Counties), Arizona, Iowa, Kansas, Nebraska, Nevada, Oregon, Utah, and Washington; provided that this covenant shall not apply to any Competitive Activitiespurchaser of other assets or securities of Seller so long as such purchaser is prohibited from using Seller's name or any derivation thereof or any name similar thereto in the Business. (b) Seller and Purchaser expressly agree that it is not their intention to violate any public policy or statutory or common law. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges parties intend that the Company conducted its Business throughout covenant set forth above shall be construed as a series of separate covenants, one for each county or state within the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party specified geographic area, each of which covenants shall be deemed to be engaged identical. If, in Competitive Activities if such Restricted Party or any judicial proceedings, a court shall refuse to enforce any of his affiliates (i) serves as a shareholderthe separate covenants deemed included in this Section 11.02, ownerthen such unenforceable covenant shall be deemed to be eliminated therefrom or modified to the extent necessary to permit it and the remaining separate covenants to be enforceable. Without limiting the generality of the foregoing, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in if any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions foregoing covenant not to compete is invalid because of this Section 2 are excessively broad as to durationits length of time or geographic scope, geographical then Seller and Purchaser agree that such covenant shall be reduced either in length of time or geographic scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only both to the extent necessary to render make such covenant enforceable against Seller. (c) Seller and Purchaser acknowledge and agree that the same valid remedy at law for any breach of the foregoing covenant not to compete will be inadequate and enforceable that Purchaser shall be entitled, in such jurisdictionaddition to any remedy at law, to injunctive relief. For purposes The consideration for the foregoing covenant not to compete, which is a material element of this Letter Agreement, is Purchaser's agreement to purchase the term (i) “Business” means Assets and pay the business Purchase Price provided herein, and operations conducted and operated by Seller acknowledges the Company and/or the Company Subsidiaries prior to the Closing Date, consisting adequacy of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityconsideration.

Covenant Not to Compete. Commencing on Without the Closing Date and ending on the three (3) year anniversary prior written consent of the Closing Date (the “Restricted Period”)Parent, the Restricted Party shall notno Management Stockholder shall, and each Management Stockholder (other than the WCAS Parties) shall cause each of his its affiliates not to, anywhere in during the Restricted TerritoryTerm, directly or indirectly, for the benefit of such Management Stockholder or for any other person or entity, own or hold equity in, or engage or otherwise be employed (whether as owner, investor, creditor, consultant, partner, shareholder, director, financial backer, agent, employee or otherwise) in developing, owning, operating, marketing or selling practice management services to or for, (i) Sheridan Healthcare Inc., Team Health Inc., Paidos Health Management Services Inc., or any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company of their respective affiliates, (directly or through ii) any Company Subsidiary) conducts its Business person (as defined below) as in Section 8.3 of the Closing Date. The Restricted Party acknowledges that Merger Agreement) whose primary business is providing practice management services for neonatologists and/or perinatologists within the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged United States (a "Primary Competitor"), or (iii) any person not specified in Competitive Activities if such Restricted Party or any of his affiliates preceding clause (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses that, together with its affiliates, employees or otherwise has under contract 25 or more neonatologists or perinatologists within the services United States (an "Indirect Competitor"). Notwithstanding the foregoing, (x) each Management Stockholder (individually or collectively with family members and affiliates) may own up to an aggregate of 5% of any class of securities of any publicly traded company that is a Primary Competitor or an Indirect Competitor (so long as such Management Stockholder does not otherwise participate in the activities of such company) and (y) the WCAS Parties or any of their affiliates may purchase or otherwise acquire any Indirect Competitor, solicits customersa portion of whose business is (or if separately organized, provides would be) a Primary Competitor, if, within six months after such purchase or otherwise serves acquisition, such Primary Competitor is disposed of so as an intermediary for any to bring such WCAS Party and such affiliate into compliance with the preceding sentence and, in connection with such disposition, such WCAS Party or such affiliate, grants to Parent a right of first refusal on customary terms with respect to such disposition and sells such Primary Competitor or loans money or renders any other form of financial assistance to any Parent if Parent exercises such Competitorright. In light of the event a court substantial consideration provided to each of competent jurisdiction determines the Management Stockholders in connection with the transactions contemplated by this Agreement and the Merger Agreement, each of the Management Stockholders hereby specifically acknowledges and agrees that the provisions of this Section 2 10 (including, without limitation, its time and geographic limits), as well as the provisions of Sections 9 and 11, are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force reasonable and effectappropriate, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only that no Management Stockholder will claim to the extent necessary to render the same valid and enforceable contrary in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated any action brought by Parent or the Company and/or the Company Subsidiaries prior to the Closing Date, consisting enforce any of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityprovisions.

Covenant Not to Compete. Commencing on In consideration of Company’s agreements contained herein and the Closing Date payments to be made by it to Executive pursuant hereto, Executive agrees that, for a period of time equal to the time remaining in the Initial Term or any Renewal Term (or if, but only if, a court or tribunal of final authority finds that this period is unenforceable because it is unreasonably long, then, if it would shorten the duration, for one (1) year) following his termination of employment and ending on the three (3) year anniversary so long as Company is continuously not in default of the Closing Date (the “Restricted Period”)its obligations to provide payments or employment-type benefits to Executive hereunder or under any other agreement, the Restricted Party shall covenant, or obligation, he will not, and shall cause each without prior written consent of his affiliates not toCompany, anywhere consult with or act as an advisor to another company about activity which is a “Competing Business” of such company in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as . For purposes of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party this Agreement, Executive shall be deemed to be engaged in Competitive Activities if such Restricted Party or a “Competing Business” if, in any of his affiliates (i) serves as a capacity, including proprietor, shareholder, ownerpartner, officer, directordirector or employee, memberhe engages or participates, managerdirectly or indirectly, trustee in the operation, ownership or partner management of the activity of any proprietorship, partnership, company or other business entity which activity is competitive with the then actual business in which Company is engaged on the date of, or consults with, advises or assists any business contemplated by the Company’s business plan in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action effect on the part date of any Personnotice of, Executive’s termination of employment. Nothing in this subparagraph is intended to be modified, amended and/or limited, but only limit Executive’s ability to the extent necessary to render the same valid and enforceable own equity in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two public company constituting less than five percent (25%) of the outstanding shares equity of any such entitycompany, when Executive is not actively engaged in the management thereof. If requested by Executive, Company shall furnish Executive with a good-faith written description of the business or businesses in which Company is then actively engaged or which is contemplated by Company’s current business plan within 30 days after such request is made, and only those activities so timely described in which Company is, in fact, actively engaged or which are so contemplated may be treated as activities which are competitive with Company.

Covenant Not to Compete. Commencing on a) For a period of five (5) years from and after the Closing Date and ending on the three Date, neither Medix, nor any corporation, partnership or other business entity or person controlling, controlled by or under common control with Medix (3a "Restricted Party") year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territoryshall, directly or indirectly, engage in operate, manage, own, control finance or provide financing for or be a consultant for any Competitive Activities. The Restricted Territory shall mean person or entity that provides supplemental staffing of nurses, therapists or other medical personnel or home health care services anywhere in the world where United States. The foregoing restriction shall not prevent any Restricted Party from continuing to own and operate the Company STAT and ▇▇▇▇▇ agencies as long as the general scope and character of the business of those agencies does not increase, nor shall it prevent any Restricted Party from supplying information management software and associated consulting services to any segment of the health care industry. b) For a period of five (directly or through any Company Subsidiary5) conducts its Business (as defined below) as of years from and after the Closing Date. The , no Restricted Party shall, directly or indirectly, seek to induce any customer, supplier, employee or independent contractor of any Subsidiary or of Banyan or its affiliates to take any action or refrain from taking any action that might be disadvantageous to the Subsidiaries or Banyan or its affiliates, including without limitation the solicitation of their respective customers, suppliers, employees or independent contractors to cease doing business with, or to terminate their association with, the Subsidiaries or Banyan or its affiliates. c) Medix acknowledges that the Company conducted restrictions contained in this Section 4.9 are reasonable and necessary to protect the legitimate business interests of Banyan, including its Business throughout investment in the businesses of the Subsidiaries, and that any violation thereof by any of the Restricted Territory and Parties would result in irreparable harm to Banyan. Accordingly, Medix agrees that, upon the violation by any of the Restricted Party provided services to Parties of any of the Company throughout the Territory. The Restricted Party restrictions contained in this Section 4.9, Banyan shall be deemed entitled to be engaged in Competitive Activities if such Restricted Party or obtain from any court of his affiliates (i) serves competent jurisdiction a preliminary and permanent injunction as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves well as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitorrelief provided at law, in equity, under this Agreement or otherwise. In the event a court that any of competent jurisdiction determines the foregoing restrictions are adjudged unreasonable in any proceeding, then the parties agree that the provisions period of this Section 2 are excessively broad as to duration, geographical time or the scope of such restrictions (or activity, it is expressly agreed that this Section 2 both) shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any adjusted to such overbroad provisions shall be deemed, without further action on the part of any Person, manner or for such time (or both ) as is adjudged to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityreasonable.

Covenant Not to Compete. Commencing on (a) In consideration for Employer entering into this Agreement, save for the Closing Date and ending on the three (3) year anniversary current activities of the Closing Date (other businesses that Employee is at the “Restricted Period”), the Restricted Party shall not, and shall cause each date of this Agreement involved in as a result of his affiliates not torelationship and positions with various of the Trans Continental and ▇▇▇▇▇▇▇▇ Group's of companies, anywhere in Employee covenants and agrees that during the Restricted TerritoryService Period and for the eighteen (18) months period thereafter, Employee will, neither individually nor on behalf of any other person or entity, without the express prior written consent of Employer, directly or indirectly, engage provide to any person or entity any services that are the same or similar to the Employee provided to Employer in respect to any business activities of such other person or entity which compete with the Internet driven casting, modeling, athletic and music services business of Employer. Because the Employer's business is international in scope, Employee acknowledges and agrees that the above restrictions shall apply to prevent Employee from providing the prohibited services to any person or entity, wherever located, if the competing business is conducted in any Competitive Activitiescountry in which Employer conducts, or, at the time of termination, reasonably expected to conduct, business. The Restricted Territory shall mean anywhere in Upon the world where termination of Employee, the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as business of the Closing Date. The Restricted Party acknowledges Employer is deemed to include all business activities of the Employer (and any parent or subsidiary of Employer) that Employer (and any parent or subsidiary of Employer) engaged in during the one year period prior to the date of termination and all business activities that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services Employer had made substantial plans to engage in. Employee will undertake no activities that may lead Employee to compete with or to acquire rival, conflicting or antagonistic interests to those of Employer with respect to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any business of his affiliates (i) serves Employer, whether alone, as a shareholderpartner, owner, or as an officer, director, memberemployee, managerindependent contractor, trustee consultant or partner ofshareholder holding 15% or more of the outstanding voting stock of any other corporation, or consults as a trustee, fiduciary or other representative of any other person or entity. (b) During the Service Period and for a period of eighteen (18) months after termination of employment, Employee will not, directly or indirectly, on its behalf or on behalf of any other person or entity, solicit or induce, or hire, any other employee of Employer or any parent or affiliate to leave his or her employment, or solicit or induce, or contract with, advises any consultant or assists in independent contractor to sever that person's relationship with Employer. (c) If any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization court shall determine that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services duration of geographical limit of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of covenant contained in this Section 2 are excessively broad as to duration, geographical scope or activity10 is unenforceable, it is expressly agreed the intention of the parties that this Section 2 covenant shall not thereby be terminated but shall be construed so deemed amended to the extent required to render it valid and enforceable, such amendment to apply only in the jurisdiction of the court that has made such adjudication. (d) Employee acknowledges and agrees that the remaining provisions covenants contained in Sections 10 and 11 hereof are of the essence in this Agreement, that each of such covenants is reasonable and necessary to protect and preserve the interests, properties, and business of Employer, and that irreparable loss and damage will be suffered by Employer should Employee breach any of such covenants. Employee further represents and acknowledges that he shall not be affected, but shall remain precluded from gainful engagement in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated a satisfactory fashion by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting enforcement of serving as a global solutions provider for the fire safety and oil additives industries and these provisions. (iie) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” This Section 11 shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded be effective in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entityevent Employee is terminated by Employer without Cause.

Covenant Not to Compete. Commencing on For five (5) years from and after the Closing Date Date, neither Seller, Seller Shareholder, nor any subsidiaries or affiliates of Seller or Seller Shareholder shall, in any country in which Seller and ending on the three (3) year anniversary Seller Shareholder are doing business as of the Closing Date or in any country in which Seller and Seller Shareholder have registered Servicemarks, Trademarks, Patents or have Patents pending, (the “Restricted Period”), the Restricted Party shall not, which Countries are more specifically described in Schedules A and shall cause each B attached to this Agreement of his affiliates not to, anywhere in the Restricted Territory, Purchase and Sale of Assets) directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere own, manage, or operate, or join, control, or participate in the world where the Company (directly ownership, management, operation or through control of any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged business whether in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firmcorporate, proprietorship or other business organization that partnership form or otherwise, which engages in any Competitive Activity (a “Competitor”) the development, manufacture, sale, promotion, or (ii) endorses the services marketing of any such Competitor, solicits customers, provides or otherwise serves as an intermediary products which are directly competitive with the Division products listed in Exhibit A attached to this Agreement of Purchase and Sale of Assets under the definition of "Division." The parties hereto specifically acknowledge and agree that the remedy at law for any such Competitor or loans money or renders breach of the forgoing will be inadequate and that Buyer, in addition to any other form relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of financial assistance to any such Competitorproving actual damage. In the event a court of competent jurisdiction determines that the provisions provision of this Section 2 are Covenant not to Compete should ever be deemed to exceed the limitation provided by applicable law, then the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted. If any of the provision of this Covenant not to Compete shall for any reason be held to be excessively broad as to time, duration, geographical scope scope, activity or activitysubject, it is expressly agreed that this Section 2 shall be construed construed, by 9 <PAGE> limiting and reducing it, so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, as to be modified, amended and/or limited, but only enforceable to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes compatible with the Business; provided, however, the term “Competitive Activities” applicable law as it shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entitythen appear.

Covenant Not to Compete. Commencing on (a) Executive recognizes that the Closing Date services to be performed by him hereunder are special, unique and ending on extraordinary. The parties confirm that it is reasonably necessary for the three (3) year anniversary protection of the Closing Date (the “Restricted Period”)Company that Executive agree, the Restricted Party and accordingly, Executive does hereby agree, that he shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in at any Competitive Activities. The Restricted Territory shall mean anywhere in time during the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as term of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory Agreement and the Restricted Party Period (as hereinafter defined): (i) except as provided services in Subsection (c) below, engage in the sale, distribution or manufacture of any products or provide technical assistance, advice or counseling any products competitive to the Company's products in any state in the United States in which the Company throughout or any affiliate thereof is engaged in business, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, Executive, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any Executive or agent of Company or any affiliate thereof. (b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Territory. The term of the Agreement and during the Restricted Party Period solicit any customers of the Company or any affiliate thereof. (c) If any of the restrictions contained in this Section 9 shall be deemed to be engaged in Competitive Activities if such Restricted Party unenforceable by reason of the extent, duration or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner ofgeographical scope thereof, or consults withotherwise, advises or assists in any waythen the court making such determination shall have the right to reduce such extent, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope scope, or activityother provisions hereof, it is expressly agreed that and in its reduced form this Section 2 shall then be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes the manner contemplated hereby. (d) The term "Restricted Period," as used in this Section 9, shall mean the period of this Letter Agreement, Executive's actual employment hereunder plus half of the term (i) “Business” means time period the business and operations conducted and operated Executive is actually employed by the Company and/or the Company Subsidiaries prior not to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and exceed twelve (ii12) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed two percent (2%) of the outstanding shares of any such entity.months. Section