Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. (a) During the Employment Period and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During For a period of four years from and after the Employment Period and for Closing Date, neither the two (2) year period following the date of termination Seller nor any of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not Shareholders will in any capacity whatsoever engage directly or indirectly in: (i) in any geographic area where Pacer conducts business the design, manufacture, sale or repair of industrial watertube boilers, ducts, stacks, and/or waste heat boilers which compete with those sold, offered for sale or under design by the Seller during the Noncompetition Period, engage or participate one year period preceding the Closing Date and which are destined for use in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (United States or any part foreign country within which the Seller sold or variant thereof) to, any Competing Business (as defined in below); offered to sell the same during the one year period preceding the Closing Date; (ii) dealthe design, directly manufacture, sale or indirectlyrepair of fabricated metal products which are of a type similar to those fabricated metal products designed, in a competitive manner with any customers doing business with Pacer manufactured, sold or repaired by the Seller during the Noncompetition Period; one year period preceding the Closing Date (specifically including, but not limited to, guard rails, motorcycle jacks, tire repair equipment and/or ovens) and which are destined for use in the United States or any foreign country within which the Seller sold or offered to sell the same during the one period preceding the Closing Date; (iii) solicit the solicitation or employ any officer, director or agent attempted solicitation of Pacer to become an officer, director, or agent business (of the Employee, type engaged in by the Employee's affiliates Seller during the one year period preceding the Closing Date) from any Person who was a customer of the Seller (or anyone else; or from whom the Seller solicited business) during the one year period preceding the Closing Date; (iv) engage in any action that is intended or participate indesigned to have the effect of discouraging any Person who was an employee, directly agent, lessor, licensor, customer, supplier, or indirectly, any other business conducted under any name that shall be associate of the Seller during the twelve month period preceding the Closing Date from maintaining the same business relationships with the Buyer as were maintained with the Seller; and/or (v) any effort to attempt to hire or similar to otherwise obtain the name services of Pacer or any trade name used by it. Ownership person who was employed by the Employee for investment Seller during the one year period preceding the Closing Date. The ownership of less than 25% of the outstanding shares of capital stock or class of debt securities of any publicly traded corporation shall not be deemed to violate the foregoing provisions. The Parties hereby acknowledge and agree that (a) the Seller's business is international in scope, (b) the Seller's most significant asset is its goodwill, as is evidenced by the allocation of the Purchase Price as set forth in Exhibit I attached hereto, (c) the foregoing restrictions are reasonable and necessary to protect such goodwill, (d) without such restrictions the Seller and the Shareholders would by virtue of their prior experience and contacts be in a position to unfairly compete with one or more classes the Buyer and destroy the value of its capital stock listed on a national securities exchange or actively traded the goodwill which the Buyer is purchasing, (e) the Buyer would suffer irreparable harm in the over-the-counter market shall not constitute event of a breach of the foregoing covenantrestrictions and, accordingly (f) the Buyer, in addition to any other remedies available to it, shall be entitled to injunctive relief without the posting of a bond or other collateral. The Employee is entering into Parties also agree that the term of the foregoing covenant to assure restrictions shall without further action by the Company Parties be automatically extended by any period the Seller and/or any of the transfer of the goodwill of the Sellers, and Shareholders are determined to have been in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt violation of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationrestrictions. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. Confidentiality a. Executive covenants and agrees that during the period Executive is employed by Company, whether pursuant to this Agreement or otherwise (a) During the Employment Period e.g. as an employee at will), and for the two a period of twelve (212) year period following months from the date of termination of Executive's employment with the Employment Period Company (the "Noncompetition Restricted Period"), --------------------- the Employee Executive shall not (i) compete in any geographic area where Pacer conducts Europe or anywhere in the world with Company by engaging in Company's business during the Noncompetition Perioddirectly for his/her own account or indirectly, engage or participate in directly or indirectly (whether as an officer, directoragent, employee, partner, consultant, holder of an equity representative or debt investmentotherwise, lender or in as a sole proprietor, partner or joint venturer, or by having any other manner direct or capacityindirect financial interest, including, without limitation, the interest of a creditor, in any entity that engages in Company's business; and b. Executive further covenants that during the Restricted Period, Executive shall not contact, solicit or accept any business (directly or indirectly, as agent, employee, consultant, representative or otherwise, or as a sole proprietor, partner or joint venturer, or by having any direct or indirect financial interest, including, without limitation, the rendering interest of a creditor) from any present client of Company for whom Executive has provided or assisted Company in providing services while employed by Company. c. Except as required in the course of performing duties hereunder, by law, or advice with Company's express written consent, during the Restricted Period, Executive shall keep secret and retain in strictest confidence, and shall not disclose to anyone outside Company or use for the benefit of himself or others, any personconfidential matters relating to Company's business and to Company and its affiliates, including, without limitation, and to the extent confidential, trade "know-how", secrets, Client Lists (as hereinafter defined), subscription lists, pricing policies, distribution policies, operational methods, marketing plans or lend your name (strategies, product development techniques or any part plans, business acquisition plans, software programs, new personnel acquisition plans, technical processes, designs and design projects, inventions and research projects, investment strategies and techniques and other business affairs relating to Company's business and to Company and its affiliates learned by Executive heretofore or variant thereof) tohereafter. d. During the Restricted Period, any Competing Business (as defined in below); (ii) dealExecutive shall not, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iiii) solicit or employ any officer, director encourage to leave the employment or agent service of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectlyCompany, any business conducted under any name that shall be the same as employee or similar to the name consultant of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the SellersCompany, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is hire or becomes available to the Employee on a non-confidential basis from a source retain any employee or consultant who is notemployed or retained by, to or who, within twelve months of any particular time, has left the Employee's knowledge, prohibited from disclosing the same by any legal employment or contractual obligationservice of Company. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During To more effectively protect the Employment Period and for the two (2) year period following the date of termination value of the Employment Period Purchased Assets, for two years after the Closing Date (the "Noncompetition “Restricted Period"”), --------------------- Sellers and Owner shall not, without the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodprior consent of Buyer, engage or participate in directly or indirectly (whether as an officerowner, directorprincipal, employee, partneragent, consultant, holder independent contractor, partner or otherwise), anywhere in the State of Arizona, State of Texas or any other State in which Buyer has a facility, at which medical practitioners treat patients with venous diseases and provide certain other vascular and interventional radiology services on or prior to the first anniversary of the Closing (the “Restricted Territory”):engage in any business in competition with the Business; provided, however, that Sellers and Owner, may own, solely as an equity or debt investment, lender or securities in any other manner entity that is in competition with the Business if (i) Sellers or capacityOwner, includingas applicable, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealdo not, directly or indirectly, beneficially own more than 2% in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; aggregate of such class of securities, (ii) such class of securities is publicly traded, and (iii) Sellers or Owner, as applicable, has no active participation in the business of such entity that is in competition with the Business; (a) excluding those Transferred Employees listed on Schedule 4.6, solicit business of the same or similar type being carried on by the Buyer in the operation of the Business from any person or entity known by Sellers or the Owner to be a customer of the Business as operated by Buyer; (b) request any past, present or future customer or supplier of Sellers or Buyer to curtail or cancel its business with the Business as operated by Buyer; (c) excluding the Transferred Employees listed on Schedule 4.6, without Buyer’s consent, solicit, employ or otherwise engage as an employee or independent contractor any officerperson who is an employee or independent contractor of the Business as operated by Buyer, director unless such person’s employment or agent of Pacer to become an officer, directorengagement with the Business (i) was terminated by Buyer, or agent (ii) ended more than 12 months prior to the date of solicitation, employment or engagement; (d) induce or attempt to induce any employee or independent contractor of the EmployeeBusiness as operated by Buyer to terminate their employment or engagement with the Business; provided, the Employee's affiliates or anyone else; or (iv) engage in or participate inhowever, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market it shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company if any person or entity which employs or otherwise engages Owner solicits and/or hires an employee or former employee of the transfer Business through a general solicitation not directed at such employee or former employee, and further provided the Owner does not have hiring authority or influence over hiring for the applicable position; or (e) unless otherwise required by law, subject to the confidentiality provisions of this Agreement, disclose to any person or entity details of the goodwill organization or business affairs of the SellersBusiness, any names of past or present customers of the Business, any Trade Secrets, or any other non-public information concerning the Business or its affairs; notwithstanding the foregoing, the Sellers may publically disclose information related to or arising from the filing, prosecution, and enforcement of intellectual property rights pertaining to the Excluded Assets. Notwithstanding anything to the contrary above in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulgethis Section 4.6, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or this Section 4.6 shall not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to : (i) restrict Owner from providing medical services as a physician in private medical practice to any information which of the past, present or future patients or customers of the Business, provided Owner does not use any marketing or advertising directed at such past, present or future patients, (ii) this Section 4.6 shall not restrict Owner and his Affiliates from leasing any real property, including real property no longer leased by Buyer and its Affiliates, to any third party, including any third party that may be competitive with the Business; (iii) restrict Owner from engaging in discussions or negotiations related to business activities that, if executed or performed, might otherwise be prohibited by this Section 4.6; or (iv) restrict Owner from engaging in any activities set forth on Schedule 4.6, so long as such activities do not interfere with the obligations of Owner under the Physician Employment & Medical Director Agreement. Sellers and Owner agree that the covenants set forth in this Section 4.6 are drafted to and are intended to comply with and be enforceable under Texas Business & Commerce Code Section 15.50(a) and other applicable laws and regulations. The Parties acknowledge that if the scope of the covenants in this Section 4.6 is or becomes generally available deemed to be too broad in any court proceeding, the court may reduce the scope as deemed reasonable under the circumstances. Sellers and Owner also agree that in the event that the covenants are reformed and Sellers and/or the Owner has breached the reformed covenants, Buyer may be entitled to recover attorneys’ fees and costs in enforcing the covenants in the same manner and to the public through no same extent as if they had been enforced as written against the breaching Party. The Parties acknowledge that Buyer may not have any adequate remedy at law for the breach or threatened breach by Sellers or Owner of this Section 4.6 and, accordingly, Buyer may, in addition to remedies that may be available under this Agreement, file suit in equity to enjoin Sellers or Owner from that breach or threatened breach, and Sellers and Owner consent to the issuance of injunctive relief. Sellers and Owner agree that Buyer’s performance under this Agreement constitutes sufficient consideration for the covenant not to compete in this Section 4.6. Notwithstanding anything to the contrary contained herein, Buyer and NHC agree that Owner shall be released from any and all restrictions under this Section 4.6 if the Physician Employment & Medical Director Agreement is terminated (i) for cause by Owner; or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is notwithout cause by Nobilis Health Network, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation Inc. or other business that Pacer or any of its affiliates has engaged in at any time during employer to which the Physician Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management& Medical Director Agreement is assigned.

Covenant Not to Compete. (a) During Seller and the Employment Period Stockholders each hereby covenants and agrees that for the two (2) year period following commencing with the date of termination Closing Date and ending five years from such date, Seller and each of the Employment Period Stockholders shall not, within any geographic area in which Seller has done business (the "Noncompetition PeriodArea")) directly or indirectly own, --------------------- manage, operate, finance, join, control, or participate in the Employee shall not ownership, management, operation, finance or control of, or be connected with, in any manner, any entity, business enterprise or operation engaged in (i) in designing, providing, marketing, selling, licensing or performing research and development of services relating to any geographic area where Pacer conducts business during part of the Noncompetition PeriodBusiness, engage or participate in (ii) performing any services for any Customer (including Endo Pharmaceuticals Holdings Inc.) or any Affiliate of any Customer (including Endo Pharmaceuticals Holdings Inc.). (b) In addition to the restrictions imposed by Section 9.02, Seller and Stockholders hereby covenant and agree that for the period commencing with the Closing Date and ending five years from such date, they shall not directly or indirectly (whether as an officerdefined in Subsection 9.01(e) below), directorwithin the Area: (i) solicit business from any Person which was a Customer of Seller at or any time prior to the date hereof, employeeincluding actively sought prospective customers, partner, consultant, holder for the purposes of an equity providing products or debt investment, lender services customarily offered by or relating to the Business; (ii) induce or attempt to induce or influence any employee of Parent or Purchaser to terminate his or her employment with Parent or Purchaser; (iii) engage in any business which is in competition with any business of Purchaser which is involved in the Business or in any other manner which Seller now engages or capacity, at this time contemplates becoming involved in including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent related product lines of the EmployeeBusiness. (c) Seller and Stockholders shall not, the Employee's affiliates and shall not permit any of its subsidiaries or anyone else; or (iv) engage in affiliates, to own, manage, operate, join, control or participate inin the ownership, management, operation or control of or be connected in any manner with, directly or indirectly, any business conducted under the name New Drug Services, any similar name that or any derivatives thereof without the prior written consent of Parent and Purchaser. (▇) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇l, and Seller shall be the same as cause its subsidiaries and Affiliates, to hold in confidence and refrain from disclosing, publishing or similar making use of all knowledge and information of a confidential nature relating to the name Business prior to the Closing Date, except knowledge and information which (i) is or becomes generally available to the public other than as a result of Pacer a disclosure prohibited hereby, or (ii) is required to be disclosed by law. (e) For the purposes of this Agreement, the words "directly or indirectly" as used in Section 9.01 herein shall include, but not be limited to, (i) acting as an agent, officer, director, representative, consultant, independent contractor, or employee of any trade name used by it. Ownership by the Employee for investment of entity or enterprise, and (ii) participating in any such competing entity or enterprise as an owner, partner, limited partner, member, joint venturer, material creditor or stockholder (except as a stockholder holding less than 2% of the outstanding five percent interest in a corporation whose shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed are traded on a national securities exchange or actively traded in the over-the-counter market shall unless Seller or any Stockholder controls such corporation, either alone or with others). (f) Seller and Stockholders acknowledge that their expertise in the Business is of a special, unique, unusual, extraordinary and intellectual character, which gives said expertise a peculiar value, and that a breach by Seller or Stockholders of the provisions of this Agreement cannot constitute reasonably or adequately be compensated in damages in an action at law; and such a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company any of the transfer provisions contained in this Agreement will cause Purchaser irreparable injury and damage. Seller and Stockholders further acknowledge that each possesses unique skills, knowledge and ability and that competition by any of them, in violation of this Agreement or any other breach of the goodwill provisions of the Sellersthis Agreement would be extremely detrimental to Purchaser. By reason thereof, Seller and Stockholders agree that Parent and Purchaser shall be entitled, in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect addition to any confidential other remedies they may have under this Agreement or secret aspects otherwise, to preliminary and permanent injunctive and other equitable relief to prevent a breach or curtail any breach or threatened breach of the business of Pacer (including, this Agreement by Seller and/or any Stockholder without limitation, customer lists, supplier lists and pricing arrangements with customers having to post a bond or suppliers)other security; provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of specification in this Agreement or (ii) is or becomes available to the Employee on of a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any specific legal or contractual obligationequitable remedy shall be construed as a waiver or prohibition against the pursuing of other legal or equitable remedies in the event of such a breach. (cg) As used herein, Nothing contained herein shall bar the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged Stockholders from performing duties for Purchaser under their employment agreements executed in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementconnection with this Agreement.

Covenant Not to Compete. (a) During To protect the Employment Period Confidential Information, Company Intellectual Property and for the two (2) year period following the date of termination other trade secrets of the Employment Period Company and its affiliates and otherwise protect the legitimate business interests of the Company and its affiliates[, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (the "Noncompetition Period"), --------------------- the Employee shall not (ias defined below) in any geographic area where Pacer country in which the Company or any of its affiliates conducts such business, or plans to conduct such business during the Noncompetition PeriodEmployment Term, engage or participate in during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an officeremployee, director, employeeofficer, consultant, partner, consultantmember, holder of an equity manager, representative or debt investmentagent), lender consulting with or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer entity (including, without limitation, customer listsDoctor On Demand, supplier lists and pricing arrangements with customers MDLive, Teladoc, Epic Systems, Cerner or suppliersZoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with performs or plans to perform any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt services or manufactures or sells or plans to manufacture or sell any of any such order the products planned, provided or decree or legal requirement, and offered by the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer Company or any of its affiliates has engaged subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in at the development, production, manufacture, distribution or sale of any time product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the Employment Period in any city or county in any stateterm of Executive’s employment with the Company and its affiliates, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (iior a non-publicly traded entity through a passive investment) flatbed specialized hauling servicesequal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and necessary to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates and otherwise protect the legitimate business interests of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (iiiincluding locations) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementas of the date of Executive’s termination of employment.

Covenant Not to Compete. (a) During Employee agrees that during the Employment Period Term and ----------------------- for the a period of two (2) year period following the date of termination of the Employment Period years thereafter (the "Noncompetition Period"), --------------------- the Employee he shall not directly or indirectly own, manage, operate, join, advise, consult, control or participate in the ownership, management, operation or control of, or be connected in any manner with, any business under any name similar to the name of Employer or any other person whose principal business is (or the principal business of any of its affiliates is) competitive with Employer or who proposes to engage in a business competitive with Employer, or in any department or division of any other person where such department or division is competitive with Employer (where the nature of Employer's business is measured (i) if the competitive act in question occurs during the Term, at the time the competitive act in question is made by Employee, and (ii) if the competitive act in question occurs after the Term, at the time Employee's employment is terminated hereunder). During the Noncompetition Period, Employee agrees that he shall not offer to any geographic area person any services that compete with or are substantially similar to those provided by Employer (where Pacer conducts business the nature of Employer's business, including the services provided by Employer, are measured (1) if the offer is made during the Term, at the time the offer is made by Employee, and (2) if the offer is made after the Term, at the time Employee's employment is terminated hereunder). (b) Employee agrees that he shall not engage in unfair competition with Employer during the Noncompetition Period. (c) Employee agrees that he shall not, engage or participate in during the Noncompetition Period (after the Term), other than on behalf of Employer and consistent with his duties as an employee of Employer, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by solicit the rendering of services or advice to any person)trade of, or lend your name (or any part or variant thereof) totrade with, any Competing Business person who is a client, customer or supplier of Employer (as defined in belowwhere all such clients, customers and suppliers are measured at the time Employee's employment is terminated hereunder) unless Employee receives the prior written consent of the Board to do so. (d) Employee agrees that he shall not, during the Noncompetition Period (after the Term); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or induce (or attempt to solicit or induce) to leave the employ of Employer for any officer, director or agent of Pacer to become an officer, directorreason whatsoever, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectlyhire, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to person who (i) any information which is or becomes generally available was employed by Employer within one year prior to the public through no breach time of this Agreement the act of solicitation or inducement, or (ii) is employed by Employer at the time of the act of solicitation or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationinducement. (ce) As used hereinDuring and after the Term, Employee agrees not to disparage Employer, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer parent of Employer, or any of its the subsidiaries or affiliates has engaged in at of Employer. During and after the Term, Employer agrees not to disparage the character of Employee. (f) Employee hereby specifically acknowledges and agrees that the provisions of this Section 6 are reasonable and necessary to protect the legitimate interests of Employer, and that Employee desires to agree to the provisions of this Section 6. In the event that any time during of the Employment Period provisions of this Section 6 should ever be held to exceed the time, scope or geographic limitations permitted by applicable law, it is hereby declared to be the intention of the parties hereto that such provision be reformed to reflect the maximum time, scope and geographic limitations that are permitted by such law. (g) Employee hereby acknowledges and agrees for himself, and for any person participating with him in any city breach or county in any statethreatened breach of this Section 6 (the "Other Person"), province or other political subdivision that, owing to the special, unique and extraordinary nature of the United Statesmatters covered by this Section 6, Canadain the event of any breach or threatened breach by Employee or the Other Person of any of the provisions hereof, MexicoEmployer would suffer substantial and irreparable injury, Japan or China includingwhich could not be fully compensated by monetary award alone, and Employer would not have adequate remedy at law. Therefore, Employee agrees that, in such event, Employer shall be entitled to temporary and/or permanent injunctive relief against him and any such Other Person, without limitationthe necessity of proving actual damages or of posting bond to enforce any of the provisions of this Section 6, and he hereby waives for himself and for any business engaged such Other Person the defenses, claims, or arguments that the matters are not special, unique, and extraordinary, that Employer must prove actual damages, and that Employer has an adequate remedy at law. (h) Employee further agrees that the rights and remedies described in (i) intermodal marketingthis Section 6 are cumulative and shall be in addition to and not in lieu of any other rights and remedies otherwise available under this Agreement, (ii) flatbed specialized hauling servicesor at law or in equity, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services including but not limited to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementmonetary damages.

Covenant Not to Compete. (a) During Until the Employment Period and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not last to occur of: (i) in any geographic area where Pacer conducts business during five (5) years from the Noncompetition PeriodClosing Date of this Agreement, engage or participate in (ii) 1 year from the end of employment of Stockholder pursuant to the Employment Agreement, Seller and Stockholder shall not directly or indirectly through representatives, agents or otherwise (whether i) engage in competition with Buyer or the Business in the "Territory" or with respect to the "Customers", both as an officerdefined in this paragraph; or (ii) provide information, directorsolicit or sell for, employeeown, partneror organize any interest in, consultanteither directly or through any affiliate or subsidiary corporation, holder of an equity partnership or debt investmentother entity, lender or become engaged by, act as agent for, or in any other manner or capacityassist, including, without limitation, by the rendering of services or advice to any person), corporation or lend your name (other entity that is directly or any part indirectly in competition with Buyer or variant thereof) tothe Business, any Competing Business (in the "Territory" or with respect to the "Customers", both as defined in below); (ii) dealthis paragraph. Seller and Stockholder further agree that within the restrictive period, Seller and Stockholder will not in any way divert or attempt to divert from Buyer or Seller any business whatsoever and Seller and Stockholder further agree that during said restrictive period they will not influence or attempt to influence any of the customers of Buyer or Seller not to do business with Buyer or Seller. Seller and Stockholder further agree that they will not make or permit the making of any public announcement or statement of any kind, which announcement has as its purpose directly or indirectlyindirectly the intent to violate the provision of this Agreement. The term "Customer", in a competitive manner with as used herein, shall mean any customers doing person or entity to which Seller does business with Pacer during the Noncompetition Period; (iii) solicit at or employ any officer, director or agent of Pacer within 12 months prior to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenantClosing. The Employee is entering into term "Territory", as used herein, shall mean the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to following: (i) any information which is or becomes generally available to the public through no breach location within 150 miles of this Agreement or Iselin, New Jersey; and (ii) is any location within 150 miles of any other office, either now existing or becomes available hereinafter opened, where Seller or Stockholder exerts any management control with respect to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationBusiness. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During The Principal Shareholders, without the Employment Period and express written consent of the Purchaser, shall not, directly or indirectly, for such Principal Shareholder's own account or for such Principal Shareholder's children or for the account of others as an officer, director, stockholder, investor, owner, partner, employee, promoter, consultant, manager, adviser or otherwise, participate in the promotion, financing, ownership or management of, any business that offers any of the same products or services offered by, or pursues any business activities pursued by, the Purchaser, the Company or any of its Subsidiaries as of the Closing Date provided, however, that notwithstanding the foregoing, a Principal Shareholder may own up to 5% of the outstanding publicly-held securities of a publicly-held corporation as a passive investment so long as such Principal Shareholder does not participate in the management or control of such corporation. In addition, each Principal Shareholder hereby agrees not to compete, not to solicit in any manner any business from any Person who is a customer of the Purchaser, the Company or any Subsidiary as of the Closing Date, who was at any time during the two (2) year period following preceding the date of termination Closing Date a customer of the Employment Period (Purchaser, the "Noncompetition Period")Company or any Subsidiary, --------------------- or who becomes a customer of the Employee Purchaser, the Company or any Subsidiary if such business involves providing any of the same or similar products or services as are offered by the Purchaser, the Company or any Subsidiary at any time after the Closing Date. For greater clarity , the Principal Shareholders, without the express written consent of the Purchaser shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodnot, engage or participate in directly or indirectly (whether indirectly, for such Principal Shareholder's own account or for such Principal Shareholder's children or for the account of others as an officer, director, employeestockholder, investor, owner, partner, employee, promoter, consultant, holder manager, adviser or otherwise, participate in the promotion, financing, ownership or management of an equity or debt investmentSel-Drum Australia. Trac▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Wayn▇ ▇▇▇▇▇▇▇▇, lender or in any other manner or capacity▇▇thout the express written consent of the Purchaser, includingfor a period of three years after the Closing Date, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealshall not, directly or indirectly, in a competitive manner with any customers doing business with Pacer during for their own account or for the Noncompetition Period; (iii) solicit account of their children or employ any officer, director or agent for the account of Pacer to become others as an officer, director, stockholder, investor, owner, partner, employee, promoter, consultant, manager, adviser or agent otherwise, participate in the promotion, financing, ownership or management of, any business that offers any of the Employeesame products or services offered by, or pursues any business activities pursued by, the Employee's affiliates Purchaser, the Company or anyone else; or (iv) engage in or participate inany of its Subsidiaries within North America. The main terms and conditions of a three-year contract to be offered by the Purchaser to Trac▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Wayn▇ ▇▇▇▇▇▇▇▇ ▇▇▇ attached hereto as Schedule 10.18, Debb▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ev▇ ▇▇▇▇▇▇▇▇, ▇▇an▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Bret▇ ▇▇▇▇▇▇▇▇, ▇▇thout the express written consent of the Purchaser, for a period of two years after the Closing Date, shall not, directly or indirectly, for their own account or for the account of their children or for the account of others as an officer, director, stockholder, investor, owner, partner, employee, promoter, consultant, manager, adviser or otherwise, participate in the promotion, financing, ownership or management of, any business conducted under that offers any name that shall be of the same as products or similar to services offered by, or pursues any business activities pursued by, the name of Pacer Purchaser, the Company or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in Subsidiaries within North America. (a) In the over-the-counter market shall not constitute a event of breach of the foregoing covenantcovenant not to compete as set forth above by any Shareholder, it is understood and agreed that the Purchaser shall be entitled to injunctive relief as well as any and all other applicable remedies at law and in equity available to the Purchaser. The Employee is entering into If a court of competent jurisdiction should declare this covenant not to compete unenforceable, in whole or in part, due to any unreasonable restriction of duration and/or geographical area, then the foregoing covenant to assure Purchaser and each Shareholder hereby acknowledge and agree that such a court of law or equity shall have the Company express authority of the transfer Parties to this Agreement to reform this covenant not to compete to a reasonable restriction and/or to grant the Purchaser any and all other relief, at law or in equity, reasonably necessary to protect the interests of the goodwill of the Sellers, Purchaser. Each Shareholder expressly covenants and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementacknowledges that such Shareholder considers this restrictive covenant reasonable. (b) The Employee will not at In the event any time after the date hereof divulge, furnish to Shareholder becomes or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects remains an employee of the business of Pacer (includingPurchaser, without limitation, customer lists, supplier lists the Company or any Subsidiary and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on enters into a non-confidential basis from a source who is not, to competition agreement with the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used hereinPurchaser, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer Company or any Subsidiary in connection with such employment, the terms of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- thensuch non-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services competition agreement shall supersede this Section 10.18 as it relates to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementsuch Shareholder.

Covenant Not to Compete. You hereby covenant and agree that, during a ----------------------- period beginning on the Effective Date and ending one (a1) During year after the Employment Period and termination of this Agreement, you will not directly or indirectly, on your own behalf or on behalf of any person or entity, compete with the Company by performing activities or duties substantially similar or related to the functions, activities or duties performed by you for the two Company for any business entity engaged in direct competition with the Company. A business entity shall be considered to be "in direct competition" with the Company if it is engaged in producing, manufacturing, distributing, marketing, selling, servicing or repairing products similar to products produced, manufactured, distributed, marketed, sold, serviced or repaired by the Company, including (2but not limited to) any type of production or distribution of any energy source, whether by cultivation of natural resources or by technology. This restriction shall apply only to a restricted territory within a 100-mile radius of any locations, sites or facilities in which the Company (including its affiliates) maintains offices, operations or service contracts or has provided services during the Term of this Agreement, or with regard to the 1-year noncompetition period following the termination of this Agreement, the 1-year period following immediately preceding the date of termination of this Agreement. Notwithstanding the Employment Period (the "Noncompetition Period")above, --------------------- the Employee this provision shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice apply to any person)business entity involved in the production, manufacture, distribution, marketing, sales, service or lend your name repair of products or services in the propane industry only for such portion of the 1-year noncompetition period following termination of this Agreement as the Company (or any of its affiliates, related entities or joint ventures) owns or operates all or part of a propane business entity. To the extent that you have concerns about any employment or engagement opportunities that you may have and the limitations thereon presented by this noncompetition provision, the Company agrees to discuss those opportunities with you and provide a prompt response to you as to whether the Company will consider such employment or engagement (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in to be a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach violation of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationprovision. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. In consideration for the payments provided for in Section 5(a) above, you hereby agree that, without the Company's prior written consent, effective as of the date of this Agreement, for so long as you are employed by the Company or one of its Subsidiaries (a) During the Employment Period and any successors in interest therein), and for the a period of two (2) year period following the date of termination of the Employment Period years thereafter (the "Noncompetition Noncompete Period"), --------------------- the Employee you shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether indirectly, either as an principal, manager, agent consultant, officer, director, employeestockholder, partner, consultantinvestor, holder of an equity or debt investmentlender, lender employee or in any other manner or capacity, engage in or have any financial interest in any Competitive Business (as hereinafter defined) in the Territory (as defined herein) and in a capacity identical to or similar to the capacity in which you worked at the Company. Nothing in this Section 5(b) shall be construed so as to preclude you from investing in any publicly or privately held company, provided that your beneficial ownership of any class of such company's securities does not exceed 2% of the outstanding securities of such class. For purposes of this Agreement, a "Competitive Business" is any corporation, partnership, or any other business or firm that principally engages in the business of, and competes directly with, any of the businesses owned or operated by the Company, its Subsidiaries or affiliates (including any parent company) and any successors thereto (the "Restricted Group") in the sale, representation or marketing of computer programs, or any related services, for the collection and/or dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, by the rendering of services or advice to any personSiebel Systems, Inc., Dendrite International, Inc., Aurum Software (a Baan Company), or lend your name (or any part or variant thereof) toEpsilon, any Competing Business (as Phoenix Marketing, ▇. ▇▇▇▇▇▇ & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined in below); (ii) dealto be the following geographic areas: City of Atlanta, directly or indirectlythe counties of Clayton, in a competitive manner with any customers doing Cobb, Coweta, Dekalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett and ▇▇▇▇▇, Georgia and the counties of Bergen, Morris, Ocean, and Passaic, New Jersey. You acknowledge that the Company conducts its business with Pacer during within the Noncompetition Period; (iii) solicit or employ any officerTerritory, director or agent of Pacer to become an officer, director, or agent that you will perform services for and on behalf of the Employee, Company within the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the SellersTerritory, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. that this Section (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (iiTerritory) is or becomes available a reasonable limitation on Executive's ability to compete with the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationCompany. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During Subject to the Employment Period and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, performance by the rendering Purchaser of services or advice to any person)its obligations under this Agreement and the other agreements contemplated hereby, or lend your name (or any part or variant thereof) toSeller shall not, any Competing Business (as defined in below); (ii) dealfor a period of four years from and after the Closing Date, directly or indirectly, in as a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officerpartner, director or agent of Pacer to become an officerjoint venturer, employer, employee, contractor, consultant, shareholder, director, officer, trustee, principal or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly control, advise with respect to, manage, act as a consultant to, receive any economic benefit from or indirectly, exert any influence upon any business or businesses engaged in the business as conducted under any name that shall be by the same as or similar Company immediately prior to the name of Pacer Closing (the “Restricted Business”), in the United States, provided that the Seller may, without violating this covenant, become employed or any trade name used otherwise engaged by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with a given entity which engages in one or more classes businesses in addition to the Restricted Business, if such other businesses are separate and distinct from the Restricted Business and such Seller (i) is not involved in any way whatsoever in the Restricted Business either directly or indirectly through supervision of, administration of, or consultation to those involved in the Restricted Business, or otherwise and (ii) prior to accepting such employment or engagement, notifies such entity in writing that he is subject to this covenant not to compete, supplies a copy of its capital stock listed such covenant to such entity and delivers a copy of such notice to the Purchaser; and provided further that the Seller may, without violating this covenant own as a passive investment not in excess of five percent of the securities of a corporation which engages in the Restricted Business if such securities are regularly and publicly traded on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementmarket. (b) The Employee will not at any time Subject to the performance by the Purchaser of its obligations under this Agreement and the other agreements contemplated hereby, Seller shall not, for a period of four years from and after the date hereof divulgeClosing Date, furnish engage or participate in any effort or act to solicit the Company’s or make accessible Purchaser’s clients, associates or employees to anyone any knowledge cease doing business, or information with respect to confidential cease their employment or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or notassociation, with respect to the Company or the Purchaser or interfere in any confidential manner with the contractual or secret aspects employment relationship between the Company or the Purchaser and any such client, associate or employee of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers Company or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationPurchaser. (c) As used hereinThe Seller acknowledges that the foregoing territorial and time limitations are reasonable and properly required for the adequate protection of the Purchaser and that in the event that any such territorial or time limitation is deemed to be unreasonable and is then reduced by a court of competent jurisdiction, then, as reduced, the term "Competing Business" territorial or time limitation shall mean be enforced. (d) The Seller acknowledges that the remedy at law for any ------------------ transportation breach or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision threatened breach by them of the United Statesagreements contained in this Section 6.1 will be inadequate and agree that the Purchaser, Canadain the event of such breach or threatened breach, Mexicoin addition to all other remedies available for such breach or threatened breach (including a recovery of damages), Japan will be entitled to obtain preliminary or China includingpermanent injunctive relief without being required to prove actual damages or post bond and, without limitationto the extent permitted by applicable statutes and rules of procedure, any business engaged in a temporary restraining order (ior similar procedural device) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.upon the commencement of such action. This

Covenant Not to Compete. (a) During Employee agrees that during the Employment Period Period, and for one year after the two (2) year period following the date of termination of the Employment Period Termination Date (the "Noncompetition 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 venturer, officer, employee, partner or consultant or invest or participate in a business competing with any of the businesses then conducted (or, to the knowledge of Employee, 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 Company or its Subsidiaries engage or plan within one year to engage in any such businesses. During the Noncompete Period, Employee shall not directly or indirectly through another entity (i) in induce or attempt to induce any geographic area where Pacer conducts business during employee of the Noncompetition PeriodCompany or any Subsidiary to leave the employ of the Company or such Subsidiary, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by way interfere with the rendering of services or advice to any person), or lend your name (relationship between the Company or any part or variant Subsidiary and any employee thereof) to, any Competing Business (as defined in below); (ii) dealhire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period or (iii) induce or attempt to induce any customer, directly supplier, licensee or indirectly, in a competitive manner with other business relation of the Company or any customers Subsidiary to cease doing business with Pacer during the Noncompetition Period; (iii) solicit Company or employ any officer, director or agent of Pacer to become an officer, directorsuch Subsidiary, or agent of in any way interfere with the Employeerelationship between any such customer, supplier, licensee or business relation and the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer Company or any trade name used by it. Ownership by the Subsidiary. (b) Nothing contained in this Section 11 shall prevent Employee for investment of less than 2from owning up to a 5% of the outstanding shares of capital stock or class of debt securities of interest in any corporation with or entity having one or more classes of its capital stock securities listed on a national securities exchange or actively publicly traded in the over-the-counter market market, provided Employee is not actively involved in the operation or management of such corporation or entity. Nothing contained herein shall not constitute prevent Employee from serving as a breach paid consultant to other companies or serving as a member of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company Board of the transfer Directors of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationcorporations. (c) As used hereinIf, under the circumstances existing at the time of enforcement of this Section 11, the term "Competing Business" period, scope or geographic area described in this Section 12 shall mean any ------------------ transportation be found or other business held to be unreasonable, the parties hereto agree that Pacer the maximum period, scope or any of its affiliates has engaged in at any time during geographic area reasonable under the Employment Period in any city circumstances shall be substituted for the stated period, scope or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementgeographic area.

Covenant Not to Compete. The Seller acknowledges that in order to assure the Purchaser that the Purchaser will retain the value of the Company as a “going concern,” the Seller, on the terms set forth in this Section 5.4, agrees not to utilize its special knowledge of the Business of the Company and its relationships with customers, prospective customers, suppliers and others or otherwise to compete with the Business subject to the terms hereafter set forth. Accordingly, subject to the Closing of the transactions contemplated by this Agreement, the Seller severally covenant and agree as follows: (a) During the Employment Period and five (5) year period that begins on the Closing Date, the Seller shall not, whether for his own account or for the account of any other party other than the Company or Purchaser or its Affiliates, directly or indirectly engage or have any financial interest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend his name to or any similar name to, lend their credit to or render services or advice to, any organization or activity which in any manner competes with (A) the Company with respect to the Business or (B) the Purchaser or its Affiliates with respect to the Purchaser’s business. For purposes of this Section 5.4, the term "compete" shall mean with respect to the Company or the Purchaser and its Affiliates: (i) with respect to or in connection with conducting any Business or the Purchaser’s business, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that is or was a client or customer of the Company or the Purchaser or its Affiliates on or within two (2) year period following the date of termination years of the Employment Period Closing Date; (ii) with respect to any business reason other than in connection with the "Noncompetition Period"Business or the Purchaser’s business, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that is or was a client or customer of the Company or the Purchaser or its Affiliates on or within two (2) years of the Closing Date without the prior written consent of the CEO of the Purchaser in each instance; (iii) soliciting, taking away or attempting to solicit or take away, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of the Company or the Purchaser or its Affiliates on or within one (1) year of the Closing Date, on behalf of any individual, person, partnership, Company, association or other entity or enterprise conducting Business or the Purchaser’s business; (iv) inducing or attempting to induce any employee of the Company or the Purchaser and its Affiliates to terminate employment with the Company or the Purchaser and its Affiliates, as the case may be; (v) entering into or attempting to enter into any business similar to or competing in any way with the Business or the Purchaser’s business. For purposes of this Section 5.4(a), --------------------- the Employee words "directly or indirectly" as they modify the word "compete" shall not mean (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether acting as an agent, representative, consultant, officer, director, employeemanager, independent contractor or employee of any individual, person, partnership, corporation, association, limited liability company, limited liability partnership or other entity or enterprise which competes with the Company, the Business or the Purchaser’s business, (ii) participating in any such competing entity or enterprise as an owner, member, partner, consultantlimited partner, holder of an equity joint venturer, creditor or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name stockholder (or any part or variant thereofexcept as a stockholder holding less than a one percent (1%) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, interest in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding Company whose shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed are actively traded on a regional or national securities exchange or actively traded in the over-the-counter market shall not constitute a breach have been registered under Section 12(g) of the foregoing covenant. The Employee is entering into Securities and Exchange Act of 1934, as amended); and (iii) communicating to any such competing entity or enterprise the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellersnames or addresses or any other information concerning any past, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementpresent or identified prospective client or customer. (b) during the five (5) year period that begins on the Closing Date, the Seller shall not interfere with any of the Company’s, the Purchaser’s or Purchaser’s Affiliates’ relationships with any party, including any party who, during the one year period ending on the Closing Date, was an employee, contractor, supplier or customer of any of the Company, the Purchaser, or the Purchaser’s Affiliates’. The Employee will Seller shall not at make public statements which may negatively impact any time after of the date hereof divulgeCompany, furnish to the Purchaser or make accessible to anyone Purchaser’s Affiliates, or any knowledge of their, directors, officers, employees or information agents with respect to confidential the customers, suppliers, products, personnel or secret processesbusiness of Purchaser, inventionsPurchaser’s Affiliates, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to and any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach Company. For purposes of this Agreement Section 5.4(b), “interfere” shall mean intentional or (ii) grossly negligent acts or conduct that is reasonably likely to hamper, hinder or becomes available to disturb the Employee on a non-confidential basis from a source who is not, to relationships between the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used hereinCompany, the term "Competing Business" shall mean Purchaser or Purchaser’s Affiliates and any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementapplicable party.

Covenant Not to Compete. Except as expressly permitted in Article 5 above, during the Term of this Agreement and for a period of six (6) months after the later of the Effective Date or the termination of the Employee’s employment by the Employer, Employee shall not engage in any of the following competitive activities: (a) During engaging directly or indirectly in any business or activity substantially similar to any business or activity engaged in (or scheduled to be engaged) by the Employment Period Employer or the Parent in any areas where the Employer or the Parent engage in business; (b) engaging directly or indirectly in any business or activity competitive with any business or activity engaged in (or scheduled to be engaged) by the Employer or the Parent in any areas where the Employer or the Parent engage in business; (c) soliciting or taking away any employee, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor of the Employer or the Parent, or attempting to so solicit or take away; (d) interfering with any contractual or other relationship between the Employer or the Parent and any employee, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor; or (e) using, for the two (2) benefit of any person or entity other than the Employer, any Confidential Information of the Employer or the Parent. In addition, during the two-year period following such expiration or earlier termination, neither Employee nor Employer or Parent shall make or, to the date extent within its control, permit the making of termination any negative statement of the Employment Period (the "Noncompetition Period")any kind concerning Employer or its affiliates, --------------------- the or their directors, officers or agents or Employee, except in connection with any legal or governmental proceedings or actions. Nothing in this Article 7 shall be deemed, however, to prevent Employee shall not (i) from owning securities of any publicly-owned corporation engaged in any geographic area where Pacer conducts business during such business, provided that the Noncompetition Period, engage or participate total amount of securities of each class owned by Employee in directly or indirectly such publicly-owned corporation (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name than Parent) does not exceed two percent (or any part or variant thereof2%) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementsuch class. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. Skye Multimedia, Inc., Seller, and any and all of its subsidiaries, affiliates, parents, as well as its shareholders, directors and officers, for a period of two (a2) During years from the Employment Period Closing Date, shall not directly or indirectly, engage in competition with Purchaser or its parent, subsidiaries or affiliated companies or own or control any interest in, or act as director, officer or employee of, or consultant to, any firm, corporation or institution directly engaged in competition with Purchaser or its parent, subsidiaries or affiliated companies; provided that the Purchaser or any parent, subsidiaries or affiliated companies is actively engaged in such business on the Closing Date; and provided that the foregoing shall not prevent such persons set forth above from holding shares as a passive investor in a publicly held company which do not constitute more than 5% of the outstanding shares of such company. In the event that any of such persons set forth above shall become employed by Purchaser or any parent, subsidiaries or affiliated companies after the Closing Date, then and in that event, he or she shall agree to the non-competition provisions set forth above for the a two (2) year period following from the date of termination of such employment is terminated. Engaging in Competition with the Employment Period Purchaser or its parent, subsidiaries or affiliated companies shall be defined as either (the "Noncompetition Period"), --------------------- the Employee shall not (ia) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person)providing, or lend your name (working for an entity that provides, educational learning thru any type of media for sale to other clients but not for its own internal use or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects working for a customer of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers Purchaser or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity its parent or other requirements subsidiaries of lawparent and providing educational learning services for their internal use causing the customer to reduce the business they do with Purchaser or its parent or other subsidiaries of parent, but provided that the Employee will give Pacer reasonably timely notice customer did at least $50,000 worth of such business with the Purchaser or its parent or other subsidiaries of parent, in either of the receipt of any such order or decree or legal requirementlast 2 years. Seller acknowledges and agrees that this Covenant Not to Compete is commercially reasonable in scope, limit, and the foregoing provision shall duration and, therefore, is acknowledged by Seller as fully enforceable and not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationunconscionable. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During If, and only if this Agreement is terminated by the Company for cause, by the Executive when the Company is not in breach of this Agreement, or by Executive in accordance with Section 7 herein, Executive covenants and agrees that, in order to protect the Company's legitimate business interest in its trade secrets and confidential information, special training, goodwill, and substantial relationships with prospective or existing customers or suppliers during the Employment Period and for a period of six (6) consecutive months (the two (2"Non-Compete Period") year period following the date expiration or termination of termination this Employment Agreement or any renewal of the Employment Period (Agreement, Executive will not, without the "Noncompetition prior written consent of the Company, directly or indirectly, a. engage, whether by virtue of stock ownership, management responsibilities or otherwise, in companies, businesses, organizations and/or ventures that compete with the business of the Company or any of its subsidiaries, affiliates or its parent company. For the purposes hereof, the Company shall be deemed to be in the business of operating automobile dealerships locally in the United States of America that engage in the retailing of new and used automobiles, light duty trucks and businesses ancillary or related thereto, PROVIDED, HOWEVER, that with regard to any post-termination employment during the Non-Compete Period"), --------------------- for any business of Executive to be deemed competitive for the Employee shall not purposes hereof, it must be located within a 50-mile radius of any location where the Company is: (i) currently conducting business, (ii) has an ownership interest of 20% or more in an enterprise that, at the time the competing activities commence, competes with the Company's business, or (iii) within a 50 mile radius of any geographic area location where Pacer conducts the Company has conducted, or has definitive plans to conduct business during twelve (12) months before or after the Noncompetition Periodtermination or expiration of this Employment Agreement; or b. become interested, engage or participate in directly or indirectly (indirectly, whether as an principal, owner, stockholder, partner, agent, officer, director, employee, partnersalesman, joint venturer, consultant, holder of an equity advisor, independent contractor or debt investmentotherwise, lender or in any other manner person, firm, partnership, association, venture, corporation or capacity, including, without limitation, by entity engaging directly or indirectly in any of the rendering activities described in Subsection 11a above; or c. knowingly solicit the employment of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business of the Company's Personnel (as defined in below); (iihereinafter defined) dealcustomers, directly suppliers or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementdistributors. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach d. For purposes of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.Agreement:

Covenant Not to Compete. (a) During Seller and the Employment Period Principals jointly and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period")severally covenant and agree that it, --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage he or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealshe will not, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit for its, his or employ any officerher own account or as an employee, director or agent of Pacer to become an officer, director, partner, joint venturer, shareholder, investor, consultant or agent otherwise: (i) for a period of two years from the Closing Date own, operate, manage, develop, or otherwise engage in any "fast service hamburger restaurant business" or operation, in any of the Employeecounties where the Restaurants are located, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by itcounties in which Purchaser presently operates Burger King restaurants (the "Restricted Area"). Ownership by For the Employee for investment purposes of less than 2this Agreement, a "fast service hamburger restaurant business" is deemed to be a fast food, or fast service restaurant, in which at least 30% of the outstanding shares sales are derived from the sale of capital stock hamburgers or class hamburger related products. By way of debt securities example, fast service hamburger businesses shall include, but shall not be limited to: McDonald's, Hardee's, Wendy's, ▇▇▇▇▇▇ Rockets and Checkers; Examples of businesses not considered fast service hamburger businesses include: Shoney's, Denny's, Chili's and Steak & Shake. (ii) for a period of five years from the Closing date, own, manage, develop or otherwise engage in the operation of a Burger King restaurant within three miles of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into Restaurants or within three miles of a restaurant that Purchaser develops pursuant to a TRA which BKC allows Seller to assign or otherwise transfer to Purchaser; or (iii) for a period of three years following the foregoing covenant to assure closing Date, employ or solicit the Company employment or engagement by others of any executive or management level employees of the transfer Restaurants who are employed by or in any of the goodwill Restaurants as of the Sellersdate of this Agreement. Seller and the Principals shall not, and in order to induce however, be restricted from hiring such individuals after 10 days after the Company to consummate the purchase contemplated date such individuals are no longer employed by the Purchase AgreementPurchaser. (b) The Employee will provisions of Section 8.1(a) shall not at preclude Seller, the Principals or any time after Affiliate of Seller or from owning and operating any Burger King restaurant which is owned or operated by Seller, the Principals or any Affiliate of Seller as of the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationAgreement. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. In consideration of Company’s agreements contained herein and the 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 (aor 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 year) During the Employment Period and for the two (2) year period following the date of his termination of employment and so long as Company is continuously not in default of its obligations to provide payments or employment-type benefits to Executive hereunder or under any other agreement, covenant, or obligation, he will not, without prior written consent of Company, be employed by, consult with or act as an advisor to another company about activity which is a “Competing Business” of such company in the Employment Period (the "Noncompetition Period")Restricted Territory, --------------------- the Employee as defined below. For purposes of this Agreement, Executive shall not (i) be deemed to be engaged in a “Competing Business” if, in any geographic area where Pacer conducts business during the Noncompetition Periodcapacity, engage or participate in directly or indirectly (whether as an officerincluding but not limited to proprietor, director, employeeshareholder, partner, consultantofficer, holder of an equity director or debt investmentemployee, lender he engages or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealparticipates, directly or indirectly, in a the operation, ownership or management of the activity of any proprietorship, partnership, company or other business entity which activity is directly competitive manner with any customers doing the business with Pacer during the Noncompetition Period; Company is now engaged in (iii) solicit i.e., direct marketing of information technology products and services to businesses, government agencies or employ any officer, director or agent of Pacer to become an officer, directorconsumers), or agent of the Employeeany future material business actively engaged in by Company, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership specifically contemplated by the Employee for investment Company’s business plan in effect on the date of Executive’s termination of employment. Nothing in this subparagraph is intended to limit Executive’s ability to own equity in a public company constituting less than 2% five percent (5%) of the outstanding shares equity of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or such company, when Executive is not actively traded engaged in the overmanagement thereof. If requested by Executive, Company shall furnish Executive with a good-the-counter market shall not constitute a breach faith written description of the foregoing covenant. The Employee business or businesses in which Company is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase then actively engaged or which is contemplated by the Purchase Agreement. (b) The Employee will not at any time Company’s current business plan within 30 days after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirementrequest is made, and the foregoing provision shall not apply to (i) any information only those activities so timely described in which is Company is, in fact, actively engaged or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationwhich are so contemplated may be treated as activities which are directly competitive with Company. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During the Employment Period and for the two (2) year period following the date of termination In consideration of the Employment Period Purchase Price to be received under this Agreement, Seller agrees that, for a period of three (3) years after the "Noncompetition Period")Closing Date, --------------------- the Employee they shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, do any of the following: (i) engage in, or invest in, own, manage, operate, finance, control, be employed by, associated with or in any manner connected with, or render services or advice or other aid to, any person engaged in or planning to become engaged in, or any other business whose products or activities compete in whole or in part with, the business of Buyer, or any business carried on by Buyer utilizing the Assets, anywhere within the continental United States; (ii) induce or attempt to induce any employee of Buyer to leave the employ of Buyer, in any way interfere with the relationship between Buyer and any employee of Buyer, or solicit, offer employment to, otherwise attempt to hire, employ, or otherwise engage as an employee, independent contractor, or otherwise, any such employee; or (iii) induce or attempt to induce any person that was a competitive manner with customer, client or business relation of Buyer at any customers time during the one (1) year period preceding the Closing Date to cease doing business with Pacer during Buyer, in any way interfere with the Noncompetition Period; (iii) solicit relationship between Buyer and any such customer, client or employ any officer, director or agent of Pacer to become an officer, directorbusiness relation, or agent of solicit the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one such customer, client or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementbusiness relation. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects Seller acknowledges that all of the business of Pacer (including, without limitation, customer lists, supplier lists foregoing provisions are reasonable and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit are necessary to protect and preserve the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice value of the receipt Assets and to prevent any unfair advantage being conferred on Seller. If any of any such order the covenants set forth in this SECTION 8.4 are held to be unreasonable, arbitrary, or decree or legal requirementagainst public policy, the restrictive time period herein will be deemed to be the longest period permissible by law under the circumstances and the foregoing provision shall not apply restrictive geographical area herein will be deemed to (i) any information which is or becomes generally available to comprise the public through no breach of this Agreement or (ii) is or becomes available to largest territory permissible by law under the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationcircumstances. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During For and in consideration of this Agreement and Consultant's engagement as an independent contractor with First Charter, Consultant agrees that, unless specifically authorized by First Charter in writing, Consultant will not during the Employment Period Consultancy Term and for the a period of two (2) year period following years from the date earlier of termination Consultant ceasing to perform service hereunder or the scheduled Consultancy Term has terminated or ended (whatever the reason for the end of the Employment Period independent contractor relationship): A. Engage in any "Competitive Activity" (as defined below) within the "Noncompetition Period"Restricted Territory" (as defined below), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether ; B. Serve as an officeremployee, director, employeeowner, partner, consultantcontractor, holder of an equity consultant or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person)agent of, or lend your name own any interest in (except for beneficially owning the stock or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer options to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of acquire stock totaling less than 25% of the outstanding shares of capital stock in a "public" competitor), any person, firm or class of debt securities of corporation that engages in "Competitive Activity" within the "Restricted Territory"; or C. Engage in any corporation with one "Competitive Activity" with, for or more classes of its capital stock listed on a national securities exchange towards or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant divert, attempt to assure the Company of the transfer of the goodwill of the Sellers, and in order divert or direct others to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at divert any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (includingFirst Charter from an existing First Charter customer, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation joint venturer or other business that Pacer partner of First Charter (hereinafter referred to as an "affiliate"), or from a potential customer identified through leads or relationships developed during the last two (2) years of Consultant's employment with First Charter, within the "Restricted Territory. Furthermore, Consultant will not during the Consultancy Term, and for a period of three (3) years from the earlier of Consultant ceasing to perform services hereunder or the scheduled Consultancy Term has ended, solicit or hire for employment or as an independent contractor any employee of First Charter, First Charter National Bank or any of its First Charter's affiliates has engaged or subsidiaries, or solicit, assist, induce, recruit, or assist or induce anyone else to recruit, or cause another person in at the employ of First Charter, First Charter National Bank or any time during of First Charter's affiliates or subsidiaries to leave his or her employment with First Charter, First Charter National Bank or First Charter's affiliate or subsidiary for the Employment Period in any city purpose of joining, associating, or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, becoming employed with any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling activity with which Consultant is or logistic services, (vi) comprehensive transportation management programs expects to be directly or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementindirectly associated or employed.

Covenant Not to Compete. (a) During If, and only if this Agreement is terminated by the Company for cause, by the Executive when the Company is not in breach of this Agreement, or by Executive in accordance with Section 3 herein, Executive covenants and agrees that, in order to protect the Company's legitimate business interest in its trade secrets and confidential information, special training, goodwill, and substantial relationships with prospective or existing customers or suppliers during the Employment Period and for a period of six (6) consecutive months (the two (2"Non-Compete Period") year period following the date expiration or termination of termination this Employment Agreement or any renewal of the Employment Period (Agreement, Executive will not, without the "Noncompetition prior written consent of the Company, directly or indirectly, a. engage, whether by virtue of stock ownership, management responsibilities or otherwise, in companies, businesses, organizations and/or ventures that compete with the business of the Company or any of its subsidiaries, affiliates or its parent company. For the purposes hereof, the Company shall be deemed to be in the business of operating automobile dealerships locally in the United States of America that engage in the retailing of new and used automobiles, light duty trucks and businesses ancillary or related thereto, PROVIDED, HOWEVER, that with regard to any post-termination employment during the Non-Compete Period"), --------------------- for any business of Executive to be deemed competitive for the Employee shall not purposes hereof, it must be located within a 50-mile radius of any location where the Company is: (i) currently conducting business, (ii) has an ownership interest of 20% or more in an enterprise that, at the time the competing activities commence, competes with the Company's business, or (iii) within a 50 mile radius of any geographic area location where Pacer conducts the Company has conducted, or has definitive plans to conduct business during twelve (12) months before or after the Noncompetition Periodtermination or expiration of this Employment Agreement; or b. become interested, engage or participate in directly or indirectly (indirectly, whether as an principal, owner, stockholder, partner, agent, officer, director, employee, partnersalesman, joint venturer, consultant, holder of an equity advisor, independent contractor or debt investmentotherwise, lender or in any other manner person, firm, partnership, association, venture, corporation or capacity, including, without limitation, by entity engaging directly or indirectly in any of the rendering activities described in Subsection 11a above; or c. knowingly solicit the employment of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business of the Company's Personnel (as defined in below); (iihereinafter defined) dealcustomers, directly suppliers or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementdistributors. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach d. For purposes of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.Agreement:

Covenant Not to Compete. As an inducement for Parent to enter into the Merger Agreement, Consultant agrees that: (a) During commencing on the Employment Period Effective Time and for the two a period of five (25) year period following the date of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not years thereafter: (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealConsultant will not, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit engage or employ any officerinvest in, director or agent of Pacer to become an officerown, directormanage, operate, finance, control, or agent of participate in the Employeeownership, the Employeemanagement, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Consultant's affiliates name or anyone else; any similar name to, lend Consultant's credit to, or (iv) engage in render services or participate in, directly or indirectlyadvice to, any business conducted under any name that shall be Competitive Business (as defined below) anywhere within the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers)world; provided, however, that -------- ------- nothing herein Consultant may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any Competitive Business (but without otherwise participating in the activities of such Competitive Business) if such securities are listed on any foreign, national, or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Consultant agrees that this covenant is reasonable with respect to its duration, geographical area, and scope; (ii) Consultant will not, directly or indirectly, either for himself or any other Person: (A) induce or attempt to induce any employee of Parent or any of the Acquired Companies to leave the employ thereof, (B) in any way interfere with the relationship between Parent or any of the Acquired Companies and any employee thereof in a manner that is materially adverse to such relationship, (C) employ or otherwise engage, as an employee, independent contractor, or otherwise, any employee of Parent or any of the Acquired Companies or any person who shall prohibit have been an employee of Parent or any of the Employee from complying Acquired Companies within the six months immediately preceding; or (D) induce or attempt to induce any customer, client, supplier, licensee, or business relation of Parent or any of the Acquired Companies to cease doing business therewith, or in any way interfere with the relationship between any customer, client, supplier, licensee, or business relation of Parent or any of the Acquired Companies in a manner that is materially adverse to such relationship; (iii) Consultant will not, directly or indirectly, either for himself or any other Person, solicit the business of any Person known to Consultant to be a customer or client of Parent or any of the Acquired Companies, whether or not Consultant had personal contact with such Person, with the view to promoting any Competitive Business; (b) In the event of a breach by Consultant of any covenant set forth in Section 5.1(a) of this Agreement, the term of such covenant will be extended by the period of the duration of such breach; (c) Consultant will not, at any time during or after the foregoing five year period, disparage Parent or any of the Acquired Companies, or any of their shareholders, directors, officers, employees, or agents in a manner that is not inadvertent and is reasonably likely to have material adverse consequences for the person or entity so disparaged; (d) Consultant will, for a period of five years after the Effective Time, and within ten days after accepting any employment with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of lawPerson, but the Employee will give Pacer reasonably timely notice advise Parent of the receipt identity of any such order or decree or legal requirement, Person. Parent may serve notice upon any such Person that Consultant is bound by this Agreement and the foregoing provision shall not apply to (i) furnish any information which is or becomes generally available to the public through no breach such Person with a copy of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation.relevant portions thereof; (ce) As used herein, the term "Competing Competitive Business" shall mean means any ------------------ transportation or other business enterprise that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.engages in:

Covenant Not to Compete. (a) INTELLECTUAL PROPERTY; CONFIDENTIALITY. --------------------------------------------------------------- A. Covenant Not to Compete and Solicit. During the Term of ----------------------------------- Employment Period and for the a period of two (2) year period following the date of years after termination of the Employment Period (the "Noncompetition Period")Employee's employment with Employer, --------------------- the Employee shall not (i) will not, within any jurisdiction in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (which Employer or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealaffiliate conducts its business operations, directly or indirectly, own, manage, operate, control, be employed by or participate in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit ownership, management, operation or employ any officer, director or agent of Pacer to become an officer, directorcontrol of, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage be connected in or participate in, directly or indirectlyany manner with, any business of the type or character engaged in or competitive with that conducted under any name that by Employer. The decision of Employer's Board of Directors as to what constitutes a competing business shall be final and binding upon Employee, and such decision shall be made in good faith and with specific consideration for the type of business conducted or being contemplated by Employer at the time of said termination. For these purposes, ownership by Employee or any affiliate of Employee of securities of a public company not in excess of 1% of any class of such securities shall not be considered to be competition with Employer. For a period of three (3) years after termination of Employee's employment with Employer, Employee further agrees to refrain from interfering with the employment relationship between Employer and its other employees by soliciting any of such individuals to participate in any way in any other business ventures and agrees to refrain from soliciting competitive business from any client or prospective client (as disclosed in a list, compiled in good faith, to be provided to Employee by Employer at the time he ceases to be employed, which list shall be binding upon Employee) of Employer's for Employee's benefit or for any other entity. Its is specifically understood that the Employee currently has an equity interest in a business that provides outsourced e-mail and network services to a customer base that includes the current customer base of Tartan Technical, Inc. The business of providing outsourced e-mail and network services will not be deemed to be a competitive business at this time or in the future even if the Employer engages in the same as or similar to business at some future date. It is the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% desire and intent of the outstanding shares parties that if any provisions of capital stock this Section 4(A) shall be adjudicated to be invalid or class of debt securities of any corporation with one unenforceable, this Section 4(A) shall be deemed amended to delete therefrom such provisions or more classes of its capital stock listed on a national securities exchange portion adjudicated to be invalid or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant unenforceable, such amendment to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information apply only with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach operation of this Agreement or (ii) paragraph in the particular jurisdiction in which such adjudication is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationmade. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. The Executive acknowledges that in the course of employment with the Company pursuant to this Agreement, the Executive will become familiar with the Confidential Information (aas defined below) During of the Employment Period Company and for its subsidiaries, affiliates and clients, and that the two Executive's services will be of special, unique and extraordinary value to the Company. Except with the prior written consent of the Board: (2i) year during the period following from the date of termination Effective Date until the last to end of the Employment Period, the Consulting Period (and any Severance Period, the "Noncompetition Period"), --------------------- the Employee Executive shall not (i) engage in any geographic area where Pacer conducts business during the Noncompetition Periodactivities, engage or participate in directly or indirectly (whether as an officeremployer, directorproprietor, employeeprincipal, partner, consultant, stockholder (other than the holder of an equity 1% or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent less of the Employee, stock of a corporation the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed which are traded on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach market), director, officer, employee or otherwise, in competition with (A) the businesses conducted at the date hereof by the Company or (B) any business in which the Company is substantially engaged within the one year period preceding the termination of Executive's employment with the Company (including any proposed new business venture in which the Executive was involved while an employee of the foregoing covenant. The Employee Company); and (ii) during the period from the Effective Date until the last to end of (1) the Employment Period, (2) the full scheduled three-year term of the Employment Period if the Executive resigns (other than upon a Qualifying Termination) or is entering into the foregoing covenant to assure terminated by the Company for Cause during the Employment Period, (3) the Consulting Period, (4) the full scheduled two-year term of the transfer Consulting Period if the Executive elects to terminate the Consulting Period prior to the end of the goodwill two-year term, and (5) any Severance Period, the Executive shall not, directly or indirectly, either on the Executive's behalf or on behalf of any other person, firm or corporation: (A) solicit, call on, service or otherwise do business with, or interfere in any way with the Company's relationship with any account that is a client of the SellersCompany at the time of the Executive's termination, and in order to induce or that was a client of the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after within 12 months prior to the date hereof divulgeof such termination; provided that the foregoing shall apply only to accounts with whom the Executive had responsibilities for or learned Confidential Information relating to within the one-year period preceding the Executive's termination of employment with the Company; (B) perform any services relating to advertising, furnish marketing, research, public relations or related services for any account described in (A) above; or (C) recruit or solicit, or attempt to recruit or make accessible to anyone any knowledge solicit, the employment or information with respect to confidential consulting services of or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices hire or ideas employ or know-how, whether patentable retain the employment or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree consulting services of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source person who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal at such time or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in who was at any time during the Employment Period in any city or county in any statewithin 12 months immediately prior to such time, province or other political subdivision an employee of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementCompany.

Covenant Not to Compete. (a) During the Employment Period term of my employment with Intraco Systems and for a period of one year after termination of my employment, in exchange for payment to me by Intraco Systems within fourteen (14) days of my termination of employment for any reason in lump sum, less appropriate taxes, of my then applicable one year's annual base salary in addition to any other payment owed or due to me at that time, I shall not compete, directly or indirectly, with the two Company, interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any customer, client, supplier, consultant or employee of the Company, including, without limitation, employing or being an investor (2representing more than a 5% equity interest) in, or officer, director or consultant to, any person or entity which employs any former key or technical employee whose employment with the Company was terminated after the date which is one year period following prior to the date of termination of the Employment Period (employee's employment therewith. An activity competitive with an activity engaged in by the "Noncompetition Period"), --------------------- Company shall mean performing services specifically in the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly computer systems integration industry (whether as an employee, officer, consultant, director, employeepartner or sole proprietor) for any person or entity engaged in the business engaged in by the Company during the time of my relationship with the Company or at the time of my termination of my relationship with the Company. The Company understands my agreement not to compete after termination of my employment - for any reason - requires separate, partneradditional payment to me in the amount of one year's annual base salary then in effect, consultant, holder regardless of an equity or debt investment, lender or in the reason for my termination and/or any other manner or capacity, including, without limitation, obligation by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate provide payment to me. In the purchase contemplated by event of any conflict between my Employment Agreement and this Section 5 - Covenant Not to Compete - this provision shall prevail. It is the Purchase Agreement. (b) The Employee will not at desire and intent of the parties that the provisions of this Section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any time after particular portion of this Section shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom the date hereof divulgeportion thus adjudicated to be invalid or unenforceable, furnish such deletion to or make accessible to anyone any knowledge or information apply only with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach operation of this Agreement Section in the particular jurisdiction in which such adjudication is made. Nothing in this Section shall reduce or (ii) is or becomes available to abrogate the Employee on a non-confidential basis from a source who is not, to the Employeeemployee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, obligations during the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.this Agreement..

Covenant Not to Compete. (a) During I understand that Parent is engaged worldwide in the Employment Period development, production and commercialization of drug delivery and other products based on platform technologies. As of the Effective Time, I agree that I will not, during my employment with Parent, render (as a provider of services, consultant or otherwise) any services related to the business of Parent to anyone other than Parent. (b) In the event of: (i) the termination of my employment with Parent (other than termination by reason of death or Disability) by me for any reason (whether voluntary on my part, or involuntary) other than Good Cause; or (ii) the two termination of my employment with Parent (2other than termination by reason of death or Disability) year by Parent for Cause, I agree that for a period following of twelve (12) months from the date of termination such termination, I will neither: (i) engage directly for myself, or in conjunction with or on behalf of any person or entity, or otherwise own, manage, operate, control, acquire, hold any interest in, or participate in the ownership, management, operation or control of any person or entity engaged in the development, production or commercialization of systems for the delivery of therapeutic drugs to the tissues in the posterior segment of the Employment Period eye (the "Noncompetition PeriodREAR-OCULAR DRUG DELIVERY BUSINESS"), --------------------- the Employee shall not nor (iii) work for or become employed by or associated with (in any geographic area where Pacer conducts business during the Noncompetition Periodcapacity, engage or participate in directly or indirectly (whether as an including without limitation officer, director, employee, partner, stockholder, owner, member, proprietor, consultant, holder investor, salesperson, co-owner, trustee, promoter, technician, engineer, analyst, agent, representative, distributor, supplier, lender, advisor or manager) any person or entity that is engaged in the Rear-Ocular Drug Delivery Business (the activities set forth in (i) and (ii) (as modified by the following paragraph) are collectively referred to as the "RESTRICTED ACTIVITIES"). Notwithstanding the foregoing, Parent accepts that nothing in this Section 3(b) shall prevent Executive from and after the date six (6) months after termination of Executive's employment from engaging in activities predominantly academic (and not commercial) in nature, including without limitation teaching, lecturing, writing and publishing articles or engaging in research; provided that (I) unless approved by Parent in writing or otherwise described below, Executive receives no compensation (including without limitation salary, benefits, bonus, profit sharing, dividends, commissions, gifts, gratuities, or any other payments, whether in cash or otherwise, present or future) whatsoever for such activities, other than reimbursement of expenses, for any period in which he is receiving severance payments from the Parent under this Agreement, his employment agreement with Parent or any other agreement between Executive and Parent, except where the payment of compensation is required by the academic institution and Executive agrees in writing to donate the full amount of such compensation to a registered charitable organization; and (II) in the course of engaging in such activities Executive does not breach his obligations under this Agreement, including without limitation any obligations under Sections 4 and 5 herein. Within six (6) months after the termination of my employment for the reasons set forth above, Parent may at its sole discretion extend my obligations under this Section 3(b) for an equity additional twelve-month period; provided that in such a case Parent will pay me an amount equal to my annual base salary as of the date of termination, to be paid in equal monthly installments over such additional twelve-month period. (c) In the event of the termination of my employment with Parent (other than termination by reason of death or debt investmentDisability) (x) by me for Good Cause, lender or (y) by Parent for any reason other than for Cause, I agree that, at Parent's option, exercisable by written notice given: (i) not less than 30 days after Parent receives notice of such termination by me hereunder; and/or (ii) at the time of such termination by Parent hereunder; and/or (iii) with respect to a follow-on notice to Executive, no later than six months after the termination of my employment with Parent hereunder, for a period of up to twenty-four (24) months from the date of such termination, as specified in Parent's notice or notices, I will not engage in any Restricted Activities; provided that in such case Parent will pay me an amount equal to 1/24th of $800,000 for each month in the period specified, which amount may be offset against any severance or other payments owed to me in connection with the termination of my employment as described in this Section 3(c). I understand that any payments made to me pursuant to the preceding sentence are made in consideration of my not engaging in any Restricted Activities or otherwise violating the terms of this Agreement, and that, in addition to any other rights or remedies available to Parent at law or in equity, Parent shall have the right to terminate such payments if, and only if, I engage in Restricted Activities during the specified period or otherwise violate the terms of this Agreement and such conduct continues following my receipt of written notice from the Company that describes the basis for the Company's contention that I have engaged in Restricted Activities or otherwise violated the terms of this Agreement. I understand that the Company may provide more than one written notice to extend the noncompete period under this Section 3(c), provided that such notices are sent within the six (6) month period after the termination of my employment. (d) My obligations under this Section 3 shall extend to all geographical areas of the world in which Parent, or any of its related companies, is offering its services, either directly or indirectly, through licenses or otherwise, during the time period specified in this Section 3. (e) I further agree that while I remain employed by Parent and for the duration of any period during which I am prohibited from engaging in the Restricted Activities pursuant to this Section 3, I will not, on behalf of myself or any other manner person or capacityentity, including, without limitation, by the rendering of services or advice to any person)(i) compete for, or lend your name (engage in the solicitation of, or attempt to divert or take away from the Company, Parent or any part or variant thereof) toof their affiliates, any Competing Business (customer of the Company, Parent or any of their affiliates who has done business with the Company, Parent or any of their affiliates, as defined in below)the case may be, during the period of my employment by Parent; (ii) dealcompete for, solicit or attempt to divert or take away from the Company, Parent or any of their affiliates, any prospective customer that has within the twelve (12) month period prior to such termination, expressed an interest in doing business with the Company, Parent or any of their affiliates and about which I learned during my employment with Parent; or (iii) hire or engage or attempt to hire or engage any individual, or attempt to induce an individual to terminate their employment or other service arrangement, who was an employee of or other service provider to the Company, Parent or any of their affiliates at any time during the twelve (12) month period prior to my termination from employment. (f) Further, while I remain employed by Parent and for the duration of any period during which I am prohibited from engaging in the Restricted Activities pursuant to this Section 3, I shall not, directly or indirectly, in a competitive manner with make or cause to be made to any customers doing business with Pacer Person any disparaging, derogatory or other negative statement about the Company, Parent or any of their affiliates, including their businesses, products, services, policies, practices, operations, employees, sales representatives, agents, officers, members, managers or directors. Similarly, during the Noncompetition Period; (iii) solicit period set forth in the preceding sentence, Parent shall not and shall not authorize or employ encourage any officer, director members of its Board of Directors or agent of Pacer employees to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, make or cause to be made to any business conducted under person any name that shall be disparaging, derogatory or other negative statement about Executive, including the same as or similar to the name performance of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% his duties on behalf of the outstanding shares of capital stock Company or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementcircumstances surrounding his separation from employment. (bg) The Employee will not at any time after the date hereof divulgeI REPRESENT AND WARRANT THAT THE KNOWLEDGE, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processesSKILLS AND ABILITIES I POSSESS ARE SUFFICIENT TO PERMIT ME, inventionsIN THE EVENT OF TERMINATION OF MY EMPLOYMENT WITH PARENT FOR ANY REASON, discoveriesTO EARN, improvementsFOR A PERIOD OF UP TO TWENTY-FOUR (24) MONTHS FROM SUCH TERMINATION, formulaeA LIVELIHOOD SATISFACTORY TO ME WITHOUT VIOLATING ANY PROVISION OF SECTION 3 HEREOF, plansFOR EXAMPLE BY USING SUCH KNOWLEDGE, materialSKILLS AND ABILITIES, devices or ideas or know-howOR SOME OF THEM, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationIN THE SERVICE OF A PERSON OR ENTITY WHO OR WHICH DOES NOT COMPETE WITH PARENT AS DESCRIBED HEREIN. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During Sellers each acknowledge and agree that they ------------------------ have technical expertise associated with the Employment Period and for the two (2) year period following the date of termination business of the Employment Period Company and are well known in the presentation/communication industry. In addition, the Sellers have valuable business contacts with clients and potential clients of the Company and with professionals in the presentation/communication industry. The Company's reputation and good will are an integral part of business success throughout the areas where it conducts its business. If Sellers deprive Buyer of the Company's goodwill or in any manner use their reputation and goodwill in competition with the Company, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Since Sellers have the ability to compete with the Company in the operation of the Company's business, Buyer, therefore, desires that the Sellers enter into this covenant not to compete. But for Sellers' entry into this covenant not to compete, Buyer would not enter into this Agreement. It is, therefore, understood and agreed that by the sale of their Company Stock, the Sellers have transferred to Buyer all of their business goodwill in the Company. Sellers, therefore, agree that for a period of three (3) years from the Closing (the "Noncompetition PeriodTerm"), --------------------- the Employee Sellers shall not not, without Buyer's prior written consent (which may be given or withheld in Buyer's sole and absolute discretion), directly or indirectly, (i) in any geographic area where Pacer conducts business during the Noncompetition Periodown, engage manage, join, operate or control, or participate in directly the ownership, management, operation or indirectly (whether control of, or be connected as an a director, officer, director, employee, partner, consultantconsultant or otherwise with, holder of an equity or debt investment, lender permit their names to be used by or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) toconnection with, any Competing Business (as defined in below); (ii) dealprofit or non- profit business or organization which sells, distributes or markets products, goods or equipment which, directly or indirectlyindirectly compete with the Company's business, in a competitive manner with any customers doing business with Pacer during as conducted by the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar Company immediately prior to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded Closing (audio-visual systems sales and installation) in the over-the-counter market shall not constitute a breach state of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers)Texas; provided, however, the following activities shall not be a violation of the terms of this non-compete provision: (x) the sale by ▇▇▇▇▇▇ Media Services, Inc. of used rental equipment in customary distribution channels, and (y) the sale, merger, consolidation or other business combination between ▇▇▇▇▇▇ Media Services, Inc. and a company which has a division which is involved in audio-visual system sales and installation. (ii) call on or solicit or divert or take away from the Company and/or the Buyer (including without limitation by divulging to any competitor or potential competitor of the Company and/or the Buyer) any Person, firm or corporation or other entity who is or which at the Closing was a customer of the Company and/or the Buyer or whose identity is known to the Sellers at the Closing as one whom the Company and/or the Buyer intends to solicit; provided, however, it is acknowledged that -------- ------- nothing herein ▇▇▇▇▇▇ Media Services, Inc. and the Company have common customers and ▇▇▇▇▇▇ Media Services, Inc.'s continued providing of audio-visual equipment rental and staging services to such common customers or the solicitation of other customers or potential customers of the Company for such services shall prohibit not be a violation of the Employee from complying with terms of this non-compete provision; or (iii) hire or offer employment to or seek to hire or offer employment to any order employee of the Company whose employment is continued by the Company after the Closing or decree any employee of any successor or affiliate of the Company, unless Buyer first terminates the employment of such employee or gives its written consent to such employment or offer of employment. Sellers acknowledge that the provisions of this (S)5(d) are reasonable and necessary to protect legitimate interests of Buyer. Sellers further acknowledge that any breach of this (S)5(d) by them will cause irreparable injury to Buyer and the Company, for which the available remedies at law will not be adequate. Accordingly, in the event of any such breach or threatened breach of any provisions of this (S)5(d), in addition to any other remedy provided by law or in equity, the Buyer and the Company shall be entitled to appropriate injunctive relief and/or specific performance, in any court of competent jurisdiction or governmental entity or other requirements of lawjurisdiction, but restraining the Employee will give Pacer reasonably timely notice of the receipt of Sellers from any such order actual or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no threatened breach of this Agreement section without posting bond or other security. Sellers stipulate to the entry against them of any temporary, preliminary or permanent injunction and agree not to resist the Buyer's and/or the Company's application for such equitable relief, except on the grounds that the acts or omissions alleged do not violate any of the provisions of this section. Sellers shall, in the event that any injunctive relief or damages shall be granted to the Buyer and/or the Company, pay all of the Buyer's and/or the Company's reasonable costs and expenses, including attorneys' fees, incurred in obtaining such relief. If the final judgment of a court of competent jurisdiction declares that any term or provision of this (iiS)5(d) is invalid or becomes available unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the Employee on a non-confidential basis from a source who is notscope, 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 Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision intention of the United Statesinvalid or unenforceable term or provision, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementthis Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete. For a period of three years from and after the Closing (a) During the Employment Period and for “Noncompetition Period”), the two (2) year period following Sellers shall not engage directly or indirectly in any business that is competitive with the current business of the Company as of the date of termination of the Employment Period hereof (the "Noncompetition Period"), --------------------- the Employee shall not (i“Business”) in any geographic area where Pacer conducts business during in which the Noncompetition Period, engage or participate in directly or indirectly (whether Business is conducted as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers)Closing Date; provided, however, that -------- ------- nothing herein shall prohibit no owner of less than 1% of the Employee from complying with any order or decree outstanding stock of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision publicly-traded corporation shall not apply be deemed to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same engage solely by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or reason thereof in any of its affiliates has engaged businesses; provided, further, that any default not cured within any applicable cure period under the Buyer Notes shall result in the automatic expiration of the Noncompetition Period. During the Noncompetition Period, the Sellers shall not induce or attempt to induce any customer, or supplier of the Buyer or any affiliate of the Buyer to terminate its relationship with the Buyer or any Affiliate of the Buyer or to enter into any business relationship to provide or purchase the same or substantially the same services as are provided to or purchased from the Business which might harm the Buyer or any Affiliate of the Buyer. During the Noncompetition Period, the Sellers shall not, on behalf of any entity other than the Buyer or an Affiliate of the Buyer, hire or retain, or attempt to hire or retain, in any capacity any Person who is, or was at any time during the Employment Period in any city preceding twelve (12) months, an employee or county in any state, province or other political subdivision officer of the United StatesBuyer or an Affiliate of the Buyer; provided, Canadathat, Mexico, Japan or China including, without limitation, any business engaged in nothing herein shall prohibit (i) intermodal marketing, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ from working together at such time as both are no longer employed by the Company or any of its Subsidiaries or (ii) flatbed specialized hauling Dr. ▇▇▇▇▇▇ ▇▇▇▇▇ from providing chiropractic services or nutritional consulting services. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7 is invalid or unenforceable, (iii) less- then-truckload common carrier servicesthe parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, (iv) drayageduration, consolidationor area of the term or provision, deconsolidation to delete specific words or distribution servicesphrases, (v) contract warehousingor 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, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementthis Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete. (a) During From the Employment Period Closing Date and for the a period of two (2) year period following the date of termination of the Employment Period years thereafter, Shareholder and Seller shall not, either directly or indirectly: (the "Noncompetition Period")a) own, --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodmanage, engage operate or control or participate in directly the ownership, management, operation or indirectly (whether control of, or be employed by, act as an officer, director, employee, partner, consultant, holder of an equity consultant or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice adviser to any corporation, partnership, person), firm or lend your name (or any part or variant thereof) to, any Competing Business (as defined other business that is engaged in below); (ii) deal, directly or indirectly, in the business of commercial banking either by having an office located within a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities fifty mile radius of any corporation with one branch of Buyer and its Subsidiaries (the “Trade Territory”) or more classes of its capital stock listed on a national securities exchange or by actively traded engaging in regular banking activities in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement.Trade Territory; (b) The Employee will not at call upon, solicit, divert or attempt to take away any time of borrower, depositor, customer or business of the Bank, Buyer or its Subsidiaries; (c) disclose, make available or divulge to any corporation, partnership, individual, firm, other business or person any trade secret information concerning the business and affairs of the Bank, Buyer or its Subsidiaries; or (d) hire, retain or attempt to hire or retain any employee of the Bank, Buyer or its Subsidiaries retained by Buyer and/or its Subsidiaries after the date hereof divulgeClosing. Shareholder and Seller agree that any breach of covenants (a) – (d) above will cause Buyer irreparable harm for which there is no adequate remedy at law, furnish and, without limiting whatever other rights and remedies Buyer may have under this Section or otherwise under this Agreement, Shareholder and Seller consent to or make accessible to anyone the issuance of an injunction in favor of Buyer enjoining the breach of any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of aforesaid covenants by any court of competent jurisdiction jurisdiction. If any or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice all of the receipt aforesaid covenants are held to be unenforceable because of any the scope or duration of such order covenant or decree or legal requirementthe area covered thereby, the parties agree that the court making such determination shall have the power to reduce the scope, duration and the foregoing provision shall not apply to (i) any information which is or becomes generally available area of such covenant to the public through no breach of this Agreement or (ii) is or becomes available to extent that allows the Employee on a non-confidential basis from a source who is notmaximum scope, to the Employee's knowledge, prohibited from disclosing the same duration and/or area permitted by any legal or contractual obligationapplicable law. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During Consultant hereby acknowledges and recognizes the Employment Period highly competitive nature of the business of Parent and Parent Bank and accordingly agrees that, during and for the two (2applicable period set forth in Section 6(c) year period following hereof, Consultant shall not, except as otherwise permitted in writing by the date of termination of Parent and the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not Parent Bank: (i) in any geographic area where Pacer conducts business during the Noncompetition Periodbe engaged, engage or participate in directly or indirectly (whether indirectly, either for his own account or as an officeragent, directorconsultant, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent proprietor, investor (except as an investor owning less than 5% of the Employeestock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the Employee's affiliates banking (including bank holding company) or anyone elsefinancial services industry, or (2) any other activity in which Parent or Parent Bank or any of their subsidiaries are engaged during the Consulting Term, in any county and contiguous county in which, during the Consulting Term, a branch location, office, loan production office, or trust or asset and wealth management office of Parent, Parent Bank, Pocono or any of their subsidiaries are located ("Non Competition Area"); (ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which Parent, Parent Bank, Pocono or any of their subsidiaries are engaged during the Consulting Term, in the Non Competition Area; (iii) directly or indirectly solicit persons or entities who were customers or referral sources of Parent, Parent Bank, Pocono, or their subsidiaries to become a customer or referral source of a person or entity other than Parent, Parent Bank or their subsidiaries; or or (iv) engage in or participate in, directly or indirectlyindirectly solicit employees of Parent, any business conducted under any name that shall be the same as Parent Bank, Pocono or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% their subsidiaries who were employed within three (3) years of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach expiration of the foregoing covenant. The Employee is entering into the foregoing covenant Consulting Term to assure the Company of the transfer of the goodwill of the Sellerswork for anyone other than Parent, and in order to induce the Company to consummate the purchase contemplated by the Purchase AgreementParent Bank or their subsidiaries. (b) The Employee It is expressly understood and agreed that, although Consultant and Parent and Parent Bank consider the restrictions contained in Section 6(a) hereof reasonable for the purpose of preserving for Parent EXECUTION COPY and Parent Bank and their subsidiaries their good will not at and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any time after other restriction contained in Section 6(a) hereof is an unreasonable or otherwise unenforceable restriction against Consultant, the date provisions of Section 6(a) hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not be rendered void but shall be deemed amended to apply as to (i) any information which is such maximum time and territory and to such other extent as such court may judicially determine or becomes generally available indicate to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationbe reasonable. (c) As used hereinThe provisions of this Section 6 shall be applicable, commencing on the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any date of its affiliates has engaged in at any time during this Agreement and ending on the Employment Period in any city or county in any state, province or other political subdivision third anniversary of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementEffective Date.

Covenant Not to Compete. (a) During The provisions of this Paragraph 5 shall apply during Executive's employment with the Employment Period Company and for a period of eighteen (18) months or such longer period for which severance is payable under Paragraph 7 commencing when the two (2) year period following employment relationship has ended for any reason other than death; provided, however, that the date prohibition set forth in the second sentence of this Paragraph 5 shall not apply in the case of termination of employment solely as a result of the expiration of the Period of Employment Period (without extension and the "Noncompetition Period"), --------------------- the Employee prohibition set forth in this Paragraph 5 shall not (i) apply in any geographic area where Pacer conducts business the case of termination of employment during the Noncompetition PeriodWindow Period as provided in Subparagraph 6(g). 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 terms of the Unauthorized Disclosure provisions of Paragraph 4, engage or participate in Executive agrees that Executive will not, directly or indirectly (whether indirectly, as an officerowner, director, principal, agent, officer, employee, partner, consultant, holder of an equity servant, or debt investmentotherwise, lender carry on, operate, manage, control, or become involved in any other manner or capacitywith any business, includingoperation, without limitationcorporation, by the rendering of services or advice to any person)partnership, association, agency, or lend your name (other person or entity which is in the business of owning, operating, managing or granting franchise rights with respect to hotels, motels or other lodging facilities in any part area or variant thereof) to, any Competing Business (as defined territory in below); (ii) dealwhich the Company or Affiliated Company conducts operations. Executive also agrees that Executive will not, directly or indirectly, either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any of the customers of the Company or Affiliated Company in a competitive manner any of the areas or territories in which the Company or Affiliated Company conducts operations. Further, Executive will not directly or indirectly solicit or induce any present or future employee of the Company or Affiliated Company to accept employment with Executive or with any customers doing business business, operation, corporation, partnership, association, agency, or other person or entity with Pacer during the Noncompetition Period; (iii) solicit which Executive may be associated, and Executive will not employ or cause any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive may be associated to employ any officer, director present or agent of Pacer to become an officer, director, or agent future employee of the EmployeeCompany or Affiliated Company without providing the Company or Affiliated Company with ten (10) days' prior written notice of such proposed employment. Should Executive violate the provisions of this Paragraph, then in addition to all other rights and remedies available to the Company or Affiliated Company at law or in equity, the Employee's affiliates or anyone else; or (iv) duration of this covenant shall automatically be extended for the period of time from which Executive began such violation until she permanently ceases such violation. Notwithstanding the foregoing, Executive shall be permitted to continue to engage in or participate in, directly or indirectly, any business conducted under any name activities that shall would otherwise be the same as or similar to the name of Pacer or any trade name used prohibited by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information this Paragraph 5 with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, the interests she currently owns and which are described in Schedule II attached hereto and made a part hereof by this reference and to engage in such activities with respect to any confidential other hotel, motel or secret aspects lodging facility that would be immaterial to the operations of the business of Pacer (includingCompany in the area or territory in question. Immateriality, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice for purposes of the receipt foregoing sentence, shall be determined in the sole discretion of any such order the Board of Directors in good faith. Notwithstanding anything to the contrary contained herein, Executive's acceptance of a position with the ▇▇▇▇▇▇▇▇ ▇▇▇▇ Family or decree its subsidiaries or legal requirementaffiliates ("Crow Family Interests") after her termination of employment shall not be deemed to be a violation of the foregoing non-compete provisions subject to the condition that Crow Family Interests does not, during the period of Executive's employment and the foregoing provision shall not apply to (i) any information which is or becomes generally available to period of non-competition described in the public through no breach first sentence of this Agreement section, directly or indirectly form a hospitality operating company (ii) is or becomes available as opposed to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationmaking individual investments in hospitality properties). (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During Each of the Employment Period Sellers covenants and for agrees that he shall not, during his employment or consultancy relationship, as the case may be, with the Company, either Subsidiary, Parent or Purchaser or an affiliate of Purchaser and continuing through the period which is two (2) year period years following the date of termination of such employment or consultancy agreement, as the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealcase may be, directly or indirectly, in as a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, principal, partner, agent or agent employee on his own behalf or on behalf of any other person, firm, company or other organization engage in the design, manufacture, sale or distribution of products which serve or perform the same purpose or function as products sold or offered for sale by the Company, the Subsidiaries, Parent or any of their subsidiaries or affiliates on or before the Closing Date in any geographic area in which the Company or either Subsidiary was engaged in business on or before the Closing Date. Each of the EmployeeSellers covenants and agrees that for a period for seven (7) years from the expiry of such employment or consultancy agreement, as the Employee's affiliates case may be, he will not solicit any employee, customer or anyone else; or (iv) engage in or participate in, directly or indirectlysupplier of the Company, any Subsidiary, Parent, Purchaser or its affiliates to terminate his, her or its employment or business conducted under relationship with the Company, any name that shall be the same as Subsidiary, Parent, Purchaser or similar to the name of Pacer or any trade name used by itits affiliates. Ownership by the Employee for investment of less than 2% Further, each of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, Sellers covenants and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee agrees that he will not at use or reveal any time after the date hereof divulge, furnish secret or confidential information relating to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (includingthe Company, without limitationany Subsidiary, customer listsParent, supplier lists and pricing arrangements with customers Purchaser or suppliers)its affiliates; provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which, following the Closing Date, is received by Sellers from a third person other than the Company, any Subsidiary, Parent, Purchaser or its affiliates who is lawfully in possession of such information and not in the violation of any contractual or legal obligation to the Company, a Subsidiary, Parent or Purchaser with respect to such information, or which is public knowledge or becomes generally available within the public domain other than as a result of disclosures by such Seller after the Closing Date. It is the desire and intent of the parties that the terms and provisions of this Article 11 are enforced to the fullest extent permissible under the law and public through no breach policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent that any portion of this Agreement Article 11 shall be adjudicated to be invalid or (ii) is unenforceable because it covers too extensive a geographical area or becomes available too long a period of time, then said portion shall be deemed reformed to the Employee on a non-confidential basis from a source who is not, least extent necessary to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationmake such portion valid and enforceable. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During the Employment Period and Seller agrees that for the two (2) year a period of five years following the date of termination of the Employment Period (the "Noncompetition Period")Closing Date it shall not, --------------------- the Employee and it shall not (i) in permit any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) its affiliates to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with either for itself or through any customers doing business with Pacer during the Noncompetition Period; (iii) solicit other person, partnership, corporation or employ any officerentity, director or agent of Pacer to become an officerengage in, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any permit its name that shall to be the same as or similar to the name of Pacer or any trade name used by itany enterprise engaging in or participating in the business of designing, developing, manufacturing, packaging, marketing, advertising, distributing or selling oxygenators, reservoirs, cardioplegia heat exchangers or cardioplegia heater coolers in the field of cardiosurgery (the "RESTRICTED BUSINESS") anywhere in the world, except as contemplated by, and in accordance with the terms of, this Agreement, the Transition Services Agreement, the Hemoconcentrator Supply and Distribution Agreement and the Ancillary Products and Plastic Parts Supply Agreement. Ownership For purposes of this Agreement, the term "PARTICIPATE" includes any direct or indirect interest in any enterprise, whether as a stockholder, partner, joint venturer, franchisor, franchisee or otherwise (other than by the Employee for investment ownership of less than 2% five percent (5%) of the outstanding shares stock of capital stock a publicly held corporation) or class of debt securities of rendering any corporation direct or indirect service or assistance to any person or entity. Seller agrees that this covenant is reasonably designed to protect Buyer's substantial investment and is reasonable with one or more classes of respect to its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellersduration, geographical area and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementscope. (b) The Employee will Except as set forth in this Section 5.9(b), Seller shall not at design, develop, manufacture, package, market or sell any time after Cardiosurgery Products during the term of the Hemoconcentrator Supply and Distribution Agreement dated the date hereof divulgebetween Seller and Buyer. If Seller develops a concept for a Cardiosurgery Product, furnish Seller shall give written notice to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects Buyer of such development (the "DEVELOPMENT NOTICE"). Buyer shall notify Seller in writing of its interest in marketing and distributing such Cardiosurgery Product within 30 business days of receipt of the Development Notice. If Buyer does not so notify Seller of its interest within the 30 business day period, Seller shall be permitted to design, develop, manufacture, package, market and sell such Cardiosurgery Product without regard to the provisions of Pacer (includingthis Section 5.9(b). If Buyer does notify Seller of its interest within such 30 business day period, without limitation, customer lists, supplier lists the parties shall enter into bona fide negotiations on an exclusive basis regarding the marketing and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee distribution by Buyer of such Cardiosurgery Product for a period of not less than 90 business days from complying with any order or decree receipt by Seller of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely Buyer's written notice of interest thereof (the receipt "NEGOTIATION PERIOD"). If Seller and Buyer are unable to agree upon mutually acceptable terms, including price and other material provisions, within the Negotiation Period and have not mutually agreed to an extension thereof, Seller shall have the right to enter into a written arrangement within 180 business days after the expiration of any the Negotiation Period for its marketing and distribution through a third party anywhere in the world (if such order marketing and distribution by such third party can be conducted on terms no less favorable to Seller than those proposed by Buyer and rejected by Seller). In addition to the foregoing, if a third party requests Seller to develop or decree or legal requirementmanufacture a Cardiosurgery Product using that third party's Marketing Requirements for such Cardiosurgery Product, and the foregoing provision Seller shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period be restricted in any city way from developing or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.manufacturing such Cardiosurgery Product for such third

Covenant Not to Compete. (a) During Crompton and the Employment Period Sellers each hereby covenants and agrees that, except as expressly provided in this Section 7.2, for the two (2) year period following the date of termination of the Employment Restricted Period (the "Noncompetition Period"as defined below), --------------------- Crompton, the Employee shall not (i) in Sellers and their Affiliates, and any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in Person that may purchase directly or indirectly (whether as an officerany significant part of the business of Crompton, directorthe Sellers and their Affiliates that sells products for Seed Treatment uses and applications, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealshall not, directly or indirectly, sell or otherwise commercialize any Existing Product or any Replacement Product for Seed Treatment uses or applications in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent Territory. Without limiting the generality of the Employeeforegoing, except as expressly provided in this Section 7.2, and except for the sale of products by Crompton and its Affiliates to Purchaser or its Affiliates, Crompton, the Employee's affiliates or anyone else; or Sellers and their Affiliates (ivi) engage in or participate inshall not, directly or indirectly, sell, or otherwise commercialize any business conducted under Existing Product or Replacement Product to any name Person outside of the Territory that any of Crompton, the Sellers or their Affiliates knows or has reason to believe intends to market, sell, distribute, use or apply, such Existing Products or Replacement Products for Seed Treatment uses or applications inside the Territory, and (ii) shall be not derive any profit or economic benefit resulting from any commercialization of an Existing Product or a Replacement Product for Seed Treatment uses or applications in the same as or similar Territory, including without limitation, by (A) licenses of Technology, (B) provision of services relating to the name Existing Products that would compete with services relating to the Existing Products provided by the Company as of Pacer the Closing Date, or (C) the sale or other commercialization of an Existing Product or a Replacement Product. Without in any manner limiting Crompton's and the Sellers' obligations under this Section 7.2(a), Crompton and the Sellers each agree that upon Purchaser's notice to Crompton providing credible verifiable evidence of a sale or other commercialization by Crompton, the Sellers or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock their Affiliates to a Person who is marketing, selling, distributing, using, applying, or class of debt securities of any corporation with otherwise commercializing one or more classes Existing Products or Replacement Products for Seed Treatment uses or applications inside the Territory in violation of its capital stock listed on a national securities exchange this Section 7.2, Crompton, the Sellers and their Affiliates shall promptly cause such activity to cease or actively traded in cease selling such Existing Products or Replacement Products to such Person for the over-the-counter market shall not constitute a breach remainder of the foregoing covenantRestricted Period. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term words "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During the Employment Period and a. agrees that for the two (2) year *** period immediately following the Effective Date or for *** from the date of termination any court order enforcing all or part of this Agreement, whichever is later, *** will not in the Employment Period (the "Noncompetition Period")***, --------------------- the Employee shall not or ***, (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, Either directly or indirectly, in a competitive manner with for ***'s own behalf or on behalf of any customers doing business with Pacer during the Noncompetition Period; (iii) solicit other person or employ any officerentity, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, carry on any business conducted under or in any name way become associated with any business that shall be the same as distributes or provides corporate supplies, peripherals, professional tape products, office products, customer care, logistics, distribution, fulfillment, or demand generation services similar to the name those that Daisytek offered or planned to offer while *** was employed by Daisytek ("Business of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement.Daisytek"); (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) Either directly or indirectly attempt in any manner to solicit, from any person or entity that is or becomes available was a client of Daisytek, business of the type performed or formerly performed by Daisytek for such client or to persuade any such client to cease to do business or to reduce the Employee on a non-confidential basis from a source who is not, to amount of business which any such client has customarily done with Daisytek or contemplates doing with Daisytek (as used herein the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term noun "Competing Businessclient" shall mean any ------------------ transportation anyone who is a client or other business that Pacer customer, supplier, trading group, dealer, trader, venture partner or sales representative or affiliate of any of its affiliates has engaged in the above who purchases Daisytek product or services or otherwise does business with Daisytek at any time during the Employment Period in *** period immediately preceding the Effective Date and any city prospective persons to whom Daisytek had made a formal presentation (or county in any state, province or other political subdivision similar offering of services) within a period of *** immediately preceding the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, Effective Date); (iii) less- then-truckload common carrier servicesEither directly or indirectly, for ***'s own behalf or on behalf of any other person or entity, be or become an employee, agent, consultant or representative of or become a director or officer of any person, firm, corporation, association or other entity that is engaged in or currently intends to become engaged in, or is carrying on any business that is in direct or indirect competition with the Business of Daisytek; or (iv) drayageEither directly or indirectly be or become a shareholder, consolidationjoint venturer in or owner (in whole or in part) of or be a partner of or associated with or have any proprietary or financial interest, deconsolidation in any firm, corporation, joint venture, partnership or distribution servicesassociation or other entity that is engaged in, or currently intends to become engaged in or is carrying on any business that is in direct or indirect competition with the Business of Daisytek. Nothing in this Section will prevent *** from owning less than five percent (v5%) contract warehousingof the stock of any publicly traded corporation as long as *** is not a participant in the management or affairs of the corporation in a manner that would otherwise violate any prohibition contained in this Section. b. It is understood and agreed that the scope of the covenants contained in this Section are reasonable as to time, freight handling area and scope of activity restrained and are necessary to protect Daisytek's legitimate business interests. Specifically, *** has considered the covenants in light of the benefits *** will obtain by means of this Agreement and has concluded that the covenants leave *** with a reasonable number and variety of permitted avenues for engaging in employment in a number of locations and a number of occupations during the period of restriction. c. If the restrictions contained in this Section regarding time, geography, or logistic servicesscope of activity are determined by a court to be unenforceable, (vi) comprehensive transportation management programs or services Daisytek and *** agree that said court may substitute a provision it believes to third party customersbe enforceable for the one it believes to be unenforceable, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementthis Agreement may be enforced as amended.

Covenant Not to Compete. A. In the event that the Hughes Member or any Affiliate thereof shall acquire directly or ind▇▇▇▇▇▇y (aby purchase, business combination or otherwise) During the Employment Period and for the two (2) year period following the date of termination all of the Employment Period Equity Interests in the Company owned by the Darlene Group for cash or marketable securities (a "Darlene Buyout") ▇▇▇▇, until the "Noncompetition Period")second anniversary of the consummat▇▇▇ ▇▇ the Darlene Buyout, --------------------- no member of the Employee Darlene Group shall engage, and eac▇ ▇▇▇▇▇r of the Darlene Group sha▇▇ ▇▇▇▇e its Affiliates not to engage, in any Compe▇▇▇▇ ▇▇siness in the Territory, or own any interest in, finance, operate, manage, develop or provide material advice to any entity which engages in any Competing Business in the Territory; provided, however, that this Section 5.12.A shall not prohibit (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage activities contemplated by this Agreement (excluding Section 5.10) or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent ownership of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer capital stock or any trade name used by it. Ownership by the Employee for investment other type of securities in companies listed on a national securities exchange or national stock quotations system representing less than 2% of the outstanding shares capital stock or other securities of the issuing entity. Notwithstanding the foregoing, this Section 5.12. shall not prohibit any member of the Darlene Group or its Affiliates from engaging in a Competing Busines▇ ▇▇ ▇▇e Territory or owning an interest in, financing, operating, managing, developing in a material manner or providing material advice to, any entity or business, which may include a Competing Business, provided that such Person was engaging in, financing, operating, managing, developing in a material manner or providing material advice to any entity in, such Competing Business in the Territory or owned such interest or entity or business prior to and at the time of the Darlene Buyout. B. An Additional Member or Substitute Me▇▇▇▇ ▇▇at is not a Permitted Transferee shall not engage, and shall cause its Affiliates not to engage, in any Additional/Substitute Member Competing Business in the Territory, or own any interest in, finance, operate, manage, develop or provide material advice to any entity which engages in any Additional/Substitute Member Competing Business in the Territory; provided, however, that this Section 5.12.B shall not prohibit (i) any activities contemplated by this Agreement (excluding Section 5.10) or (ii) ownership of capital stock or class any other type of debt securities of any corporation with one or more classes of its capital stock in companies listed on a national securities exchange or actively traded national stock quotations system representing less than 2% of the outstanding capital stock or other securities of the issuing entity. C. The Members agree that if any provision contained in the over-the-counter market this Section 5.12 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not constitute a breach affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company Members that if any of the transfer restrictions or covenants contained herein is held to cover a geographic area or to be for a length of the goodwill of the Sellerstime which is not permitted by applicable law, and or in order any way construed to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to be too broad or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or secret aspects of the business of Pacer (includingenforceable under applicable law, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any a court of competent jurisdiction shall construe and interpret or governmental entity or reform this Agreement to provide for a covenant having the maximum enforceable geographic area, time period and other requirements provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Members acknowledge that the Company would be irreparably harmed by any breach of law, but the Employee will give Pacer reasonably timely notice of the receipt of this Section 5.12 and that there would be no adequate remedy at law for any such order breach and that money damages would not provide an adequate remedy to the Company, and in recognition of this fact, the Members agree that, in the event of such breach, and in addition to any remedies at law the Company may have, the Company, without posting a bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or decree permanent injunction or legal requirementany other equitable relief available, and the foregoing provision shall not apply to (i) any information which is or becomes generally available Members consent to the public through no breach entry of any thereof. D. The Members acknowledge and agree that the provisions of this Agreement Section 5.12 have been negotiated in good faith by the parties to this Agreement, and are reasonable and are not more restrictive or (ii) broader than is or becomes available necessary to protect the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision interests of the United StatesCompany, Canada, Mexico, Japan and would not achieve their intended purpose if they were on different terms or China including, without limitation, any business engaged for periods of time shorter than the periods of time provided herein or applied in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementmore restrictive geographical areas than are provided herein.

Covenant Not to Compete. (a) During i. The Endo Group is currently engaged in the business of branded and generic pharmaceuticals, with a focus on product development, clinical development, manufacturing, distribution and sales and marketing. To protect the Confidential Information and other trade secrets of the Endo Group as well as the goodwill and competitive business of the Endo Group, Executive agrees, during the Employment Period Term and for a period of six (6) months after the two Termination Date, that Executive will not, unless otherwise agreed to by the Company, anywhere in Ireland the United Kingdom, Luxembourg, Canada or any other country where, (2i) year period following at the Termination Date, the Endo Group develops, manufactures, distributes, markets or sells its products and (ii) Executive has had dealings on behalf of the Endo Group, or for which he has been responsible, in each case in the last twelve (12) months of the Employment Term, except in the course of Executive’s employment hereunder, directly or indirectly manage, operate, control, or participate in the management, operation, or control of, be employed by, associated with, or in any manner connected with, lend Executive’s name to, or render services or advice to, any third party or any business whose products or services compete in whole or in part with the products or services (both on the market and in development) material to the Endo Group or any business unit on the date of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less Term constitutes more than 25% of the outstanding shares Endo Group's revenue on the date of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach termination of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. Employment Term (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliersa “Competing Business”); provided, however, that -------- ------- nothing herein (A) a business shall prohibit not be a Competing Business to the Employee from complying extent it competes with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice a member of the receipt of any such order or decree or legal requirementEndo Group with which the Executive did not have material dealings in the twelve (12) months prior to the Termination Date, and the foregoing provision shall not apply to (B) Executive may in any event (i) own up to a 5% passive ownership interest in any information which is public or becomes generally available to the public through no breach of this Agreement or private entity and (ii) is or becomes available serve on the board of any Competing Business that competes with the business of the Endo Group as an immaterial part of its overall business, provided that he recuses himself fully and completely from all matters relating to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationsuch business. (c) As used hereinii. For purposes of this Section 9(c), the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer third party or any of its affiliates business whose products compete includes any entity with which the Endo Group has engaged in at any time had a product(s) licensing agreement during the Employment Period in Term and any city or county in any state, province or other political subdivision entity with which the Endo Group is at the time of termination of the United StatesEmployment Term actively negotiating, Canadaand eventually concludes within twelve (12) months of the Employment Term, Mexicoa commercial agreement. iii. Notwithstanding the foregoing, Japan it shall not be a violation of this Section 9(c), for Executive to provide services to (or China engage in activities involving): (A) a subsidiary, division or affiliate of a Competing Business where such subsidiary, division or affiliate is not engaged in a Competing Business and Executive does not provide services to, or have any responsibilities regarding, the Competing Business; (B) any entity that is, or is a general partner in, or manages or participates in managing, a private or public fund (including, without limitation, any business a hedge fund) or other investment vehicle, which is engaged in venture capital investments, leveraged buy-outs, investments in public or private companies, other forms of private or alternative equity transactions, or in public equity transactions, and that might make an investment which Executive could not make directly, provided that in connection therewith, Executive does not provide services to, engage in activities involved with, or have any responsibilities regarding a Competing Business; (iC) intermodal marketingan affiliate of a Competing Business if Executive does not provide services, directly or indirectly, to such Competing Business and the basis of the affiliation is solely due to common ownership by a private equity or similar investment fund; and (D) a Competing Business, provided the activities and/or services are not the same or similar activities and/or services as those which Executive previously provided to the Company and/or the Endo Group; provided, that, in each case, Executive shall remain bound by all other post-employment obligations under this Agreement including, but not limited to, Executive’s obligations under Sections 8, 9(b), (ii) flatbed specialized hauling servicesc), (iiid) less- then-truckload common carrier servicesand (e) herein; provided, further, that Executive’s provision of services to (or engagement in activities involving) any entity described in clauses (A), (ivB) drayage, consolidation, deconsolidation or distribution services, (vD) contract warehousing, freight handling or logistic services, (viof this Section 9(c)(iii) comprehensive transportation management programs or services shall be subject to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementthe prior approval of the Board.

Covenant Not to Compete. Employee acknowledges that Employer is in a competitive business with a national and international market, and that the public perception of Employee's continued and exclusive association with Employer under this Agreement is of a high degree of importance to Employer. Therefore, during the longer of (a) During the Employment Period Term and a period of four (4) years immediately after the termination hereof for any reason or (b) five (5) years immediately after the two termination hereof for any reason whatsoever (2) year period following the date of termination of the Employment Period (the "Noncompetition Non-Compete Period"), --------------------- subject however to the provisions of Section 5(c) above, Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in be interested, directly or indirectly (indirectly, whether alone or together with or on behalf of or through any other person or entity, whether as an sole proprietor, partner, stockholder, agent, officer, director, employee, partnertechnical advisor, consultantlender, holder trustee, beneficiary, or otherwise, in any phase of an equity any business any part of which consists of the sale and distribution (including related transportation) through salespersons or debt investmentshowroom facilities to restaurants, lender cafes bars, hotels, schools, colleges and institutions (as the word "institutions" is customarily defined in the wholesale grocery business), of foods, packaged or otherwise, groceries, restaurant supplies and equipment such as cookware, glassware and dinnerware, smallwares and other commercial kitchen equipment, janitorial supplies, paper products, consumable store or supplies of every nature and description purchased or purchasable by such customers, or the manufacture of any such products or of design services for restaurant construction or remodeling and restaurant furniture, fixtures and equipment ("wholesale food distribution business"); including any business of a kind in whole or in any other manner or capacity, including, without limitation, part similar to the wholesale food distribution business that may be engaged in by the rendering of services or advice to any person), or lend your name (Employer or any part of its affiliates during the Non-Compete Period in any State where Employer conducts its wholesale food distribution business through maintenance of a warehouse or variant thereof) to, any Competing Business by location of a customer where food is delivered (as defined in below"Territory"); (ii) dealdivert, directly solicit or indirectly, in a competitive manner with take away any customers doing of Employer, or any employee of Employer, for the purposes of engaging in any activities competitive with the wholesale food distribution business with Pacer during of Employer anywhere within the Noncompetition PeriodTerritory; or (iii) attempt to convert or solicit any client or employ staffing person with which Employee has had any officer, director or agent contact as a result of Pacer to become an officer, director, or agent of the Employee, the Employee's relationship with Employer, its subsidiaries, affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementrelated companies. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During the Employment Period and for the two (2) year For a period following commencing from the date of termination of the Employment Period (the "Noncompetition Period")hereof and continuing through June 30, --------------------- the Employee shall not 2004, Seller covenants and agrees that it will not: (i) in any geographic area where Pacer conducts business during the Noncompetition Periodengage, engage or participate in directly or indirectly (whether indirectly, as an officer, director, employeeowner, partner, stockholder, joint venturer, consultant, holder of an equity or debt investmentlicensor, lender or in any other manner or capacitycapacity whatsoever become financially interested, including, without limitation, by in the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business "Competitive Business" (as the term is defined in below); or (ii) dealdirectly or indirectly solicit any customer or supplier of Purchaser, or any subsidiary or affiliate of Purchaser, to cease doing business with such entity. For the purposes of this Section 10.5, the term "Competitive Business" shall mean the sale or licensing of any HBA products utilizing Host-resident Software that performs the functions of Host-side Multi-pathing or Target-side Multi-pathing, or the sale of any board-level hardware product that transmits SCSI protocol and attaches to the server bus of a General-purpose Server. However, subject to the limitations described in Section 13.3 of this Agreement, nothing contained in this Section 10.5 shall prohibit Seller from being acquired by or merged with a third party that, prior to such transaction, is engaged, directly or indirectly, in a competitive manner the Competitive Business. Further, nothing contained in this Section 10.5 shall prohibit Seller from continuing to utilize and exploit the Excluded Assets after the Closing, provided that Seller shall comply with any customers doing all of the other provisions of this Agreement and all of the provisions set forth on the Exhibits and/or Schedules hereto. (b) The restrictions set forth in this Section 10.5 shall be effective within all cities, counties and states of the United States and all other countries in which either Purchaser or Seller has engaged in licensing or sales activities or otherwise conducted business with Pacer or selling or licensing efforts during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar one year prior to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% Closing Date. (c) Nothing contained in this Section 10.5 shall prohibit Seller from owning up to one percent (1%) of the outstanding shares of capital stock or any class of debt equity securities of a corporation engaged in any corporation with one or more classes of its capital stock such prohibited activity whose securities are listed on a national securities exchange or actively traded quoted daily in the over-the-counter market listings of The Wall Street Journal. Notwithstanding the foregoing, the investment right described in this Section 10.5(c) shall not constitute a breach in no way limit or supercede Seller's obligation to refrain from engaging in the Competitive Business pursuant to Section 10.5(a) hereof. (d) Seller agrees that the time period provided for, and the geographical area encompassed by, the covenants contained in this Section 10.5 are necessary and reasonable in order to protect Purchaser in the conduct of the foregoing covenant. The Employee is entering into Competitive Business and the foregoing covenant to assure the Company utilization of the transfer of assets, tangible and intangible, including the goodwill of Seller relating to the SellersCompetitive Business, and in order to induce the Company to consummate the purchase contemplated acquired by the Purchase virtue of this Agreement. (be) The Employee will not If any court having jurisdiction at any time after hereafter shall hold any provision or clause of this Section 10.5 to be unreasonable as to its scope, territory or term, and if such court in its judgment or decree shall declare or determine that scope, territory or term which such court deems to be reasonable, then such scope, territory or term, as the date hereof divulgecase may be, furnish shall be deemed automatically to have been reduced or make accessible modified to anyone conform to that declared or determined by such court to be reasonable. (f) It is expressly agreed that monetary damages would be inadequate to compensate Purchaser for any knowledge or information with respect to confidential or secret processesbreach by Seller of Seller's covenants as set forth in this Section 10.5 and, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, howeveraccordingly, that -------- ------- nothing herein shall prohibit in the Employee from complying with event of any order breach or decree threatened breach by Seller of any such covenant, Purchaser will be entitled to seek and obtain preliminary and permanent injunctive relief in any court of competent jurisdiction jurisdiction, in addition to any other remedies at law or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply in equity to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationPurchaser may be entitled. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During As a material inducement for Optioniee to enter into this Agreement, and issue the Employment Period and Option, the Optionee hereby agrees that for the a period of two (2) year period years following the date of termination of the Employment Period hereof (the "Noncompetition “Non-Competition Period"”), --------------------- the Employee he shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodnot, engage or participate in directly or indirectly (whether as an officerown, directormanage, employeeoperate, partnerparticipate in, consultantproduce, holder represent, distribute and/or otherwise act on behalf of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person, firm, corporation, partnership or other entity which involves in the sale and marketing of content management software systems (the “Competitive Business”) anywhere in the world (collectively, the “Territory”); or hire any employee or former employee of the Company. Merger Sub, or lend your name Seller, Inc. to perform services in or involving the Competitive Business, unless the individual hired shall have departed the Company’s, Seller’s or Merger Sub’s employment at least twelve (12) months prior to the hiring. The Optionee may hire a former employee within (12) months of former employees’ employment upon written consent of the Company. The Optionee further covenants and agrees that during the Non-Competition Period, he will not directly or indirectly solicit or agree to service for their benefit or the benefit of any part or variant thereof) tothird-party, any Competing Business of Seller’s, the Company’s Merger Sub or the Surviving Company’s (as defined in belowthe Merger Agreement) customers. Notwithstanding the foregoing, nothing in this Section shall prohibit the Optionee from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not involved in the Competitive Business, as long as such activities do not affect any responsibilities of employment or consultation at the Company or its subsidiaries, including the Merger Sub or the Surviving Company (as defined in the Merger Agreement); (ii) deal. The Optioneee acknowledges and agrees that the Company will expend substantial time, directly talent, effort and money in marketing, promoting, managing, selling and otherwise exploiting the businesses the Company and the Merger Sub or indirectlythe Surviving Company operate, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent part by virtue of the EmployeeCompany acquisition of Seller pursuant to this Agreement, that he is receiving a substantial benefit from the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase transactions contemplated by the Purchase Merger Agreement and that the benefit received by the Company and the Optionee in agreeing to be bound by this Section is a material part of the consideration for the transactions contemplated by this Agreement. (b) . The Employee will not at any Optionee recognize that this Section contains conditions, covenants, and time after limitations that are reasonably required for the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects protection of the business of Pacer the Merger Sub, Surviving Company (including, without as defined in the Merger Agreement) and the Company. If any limitation, customer listscovenant or condition shall be deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, supplier lists then this Section shall thereupon be deemed to be amended to provide modification of such limitation, covenant and/or condition to such extent as the court or arbitrator (as applicable) shall find to be reasonable and pricing arrangements with customers such modification shall not affect the remainder of this Agreement. The Optionee acknowledges that, in the event the Optionee breaches this Agreement, money damages will not be adequate to compensate the Company for the loss occasioned by such breach. The Optionee therefore consents, in the event of such a breach, to the granting of injunctive or suppliers); provided, however, that -------- ------- nothing herein shall prohibit other equitable relief against the Employee from complying with any order or decree of Optionee by any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationjurisdiction. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During In order to preserve for Purchaser the Employment Period and for the two (2) year period following the date of termination value of the Employment Period Business, Seller and each of the Member Parties agrees that for a period of five (5) years after the "Noncompetition Period")Closing Date, --------------------- Seller and such Member Party shall not, without the Employee shall not prior written consent of Purchaser, directly or indirectly: (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly invest in, own, manage, operate or indirectly (whether as an officercontrol, directorparticipate, employeebe employed by, partner, consultant, holder of an equity or debt investment, lender associated with or in any other manner connected with or capacity, including, without limitation, by the rendering of render services or advice to any person), other business which directly or lend your name (indirectly competes with the Business formerly conducted by Seller and/or sold by Seller to Purchaser under this Agreement or the business presently conducted by Purchaser or any part or variant thereof) toAffiliate of Purchaser anywhere within the continental United States; provided, however, that Seller and each Member Party may own stock in any Competing Business (as defined in below); publicly held company, provided the amount thereof shall not exceed 1% of the issued and outstanding stock of such publicly held company; (ii) dealsolicit, directly entice, induce, hire, retain, contract with or indirectly, in enter into a competitive manner business relationship with any customers doing business with Pacer Person who at such time is, or at any time during the Noncompetition Periodtwelve (12) month period immediately preceding such time was, an employee, consultant or independent contractor of Seller, Purchaser or any Affiliate of Purchaser to become employed or engaged by any Person other than Purchaser or an Affiliate of Purchaser or to terminate their relationship with Purchaser or such Affiliate; or (iii) solicit for or employ any officeron behalf of a same, director similar or agent of Pacer to become an officer, director, competitive business as the Purchaser or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer Affiliates (including, without limitation, customer liststhe business formerly conducted by Seller and/or sold by Seller to Purchaser under this Agreement), supplier lists and pricing arrangements with customers contact, solicit, canvas, provide services to, contract with, or suppliers); providedaccept business from any Person which (A) is, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during such five year period, a customer of Seller, the Employment Period in Purchaser or any city Affiliate of Purchaser or county in was or has been a customer of Seller, the Purchaser or any state, province or other political subdivision Affiliate of the United States, Canada, Mexico, Japan or China Purchaser within two years prior to the date hereof (including, without limitation, any business engaged those Persons who were formerly customers of Seller and who became customers of the Purchaser in (i) intermodal marketingconnection with the transactions contemplated by this Agreement), (iiB) flatbed specialized hauling serviceshas received and has outstanding a new business proposal from Seller, Purchaser or any Affiliate of Purchaser as of the date hereof, or (iiiC) less- thenwas a prospective customer of Seller with which Seller had business-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services related communications within two years prior to third party customers, (vii) freight consolidation the date hereof. The covenants in this Section 5.7 and deconsolidation, (viii) traffic management the covenants set forth in Section 5.5 and (ix) railroad signal project managementSection 5.6 are herein referred to as the “Restrictive Covenants.”

Covenant Not to Compete. (a) During the Employment Period and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period"Except as otherwise permitted in this Section 5.16(a), --------------------- for a period of five (5) years from and after the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition PeriodClosing Date, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealno Stockholder shall, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officeroperate, director or agent of Pacer to become an officermanage, directorown, control, provide consulting services to, or agent of the Employeein any way be connected with or be concerned with or be interested in any person, the Employee's affiliates entity or anyone else; business (other than Envirogen or its affiliates) that (ivi) engage in does research with respect to, designs, develops, produces or participate in, directly or indirectly, manufactures any business conducted under any name that shall be products which are the same as or substantially similar to the name of Pacer or are intended for uses similar to those with respect to which Envirogen or any trade name used affiliate designs, develops, produces or manufactures; or (ii) furnishes services similar to those furnished by itEnvirogen or any affiliate. Ownership by The provisions of this paragraph, however, shall not prohibit any Stockholder from investing in the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with such business or enterprise which are traded publicly and constitute less than one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach percent (1%) of the foregoing covenant. The Employee is entering into the foregoing covenant particular class of such business's or enterprises's securities outstanding from time to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementtime. (b) The Employee will not at any time From and after the date hereof divulgeClosing Date, furnish no Stockholder shall disclose directly or indirectly to any person outside of the employ of the Surviving Corporation, without the express authorization of the Surviving Corporation, any customer lists, pricing strategies, customer and employee files and records, any proprietary data or make accessible trade secrets of the Surviving Corporation, or any financial or other information about the Surviving Corporation not in the public domain. (c) For a period of five (5) years from and after the Closing Date, no Stockholder shall engage or participate in any effort or act to anyone induce any knowledge of the customers, suppliers, associates, employees or information independent contractors of the Surviving Corporation to take any action or to refrain from taking any such action or inaction which might be disadvantageous to the Surviving Corporation, including, but not limited to, the solicitation of the Surviving Corporation's customers, suppliers, associates, employees or independent contractors to cease doing business, or their association or employment, with respect the Surviving Corporation. (d) Each Stockholder expressly acknowledges that damages alone will be an inadequate remedy for any breach or violation of any of the provisions of this Section 5.16, and that the Surviving Corporation, in addition to confidential or secret processesall other remedies under this Agreement, inventionsshall be entitled as a matter of right to injunctive relief, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or notincluding specific performance, with respect to any confidential such breach or secret aspects of the business of Pacer (includingviolation, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of in any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationjurisdiction. (ce) As used hereinThe invalidity or unenforceability of any provision or provisions of this Section 5.16 shall not affect the validity or enforceability of any other provision of this Section 5.16, which shall remain in full force and effect, and in the term "Competing Business" event that any provision of this Section 5.16 shall mean be determined to be invalid or unenforceable for any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during reason, such provision shall be construed by limiting it so as to be valid and enforceable to the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation fullest extent compatible with and deconsolidation, (viii) traffic management and (ix) railroad signal project managementpossible under applicable law.

Covenant Not to Compete. (a) During The Shareholder acknowledges that during the Employment Period course of the Shareholder’s employment with the Company, the Shareholder has received and for has been privy to confidential information and trade secrets of the two (2) year period Company and will continue to receive and be privy to confidential information and trade secrets of the Company and the Buyer and their affiliates during the course of the Shareholder’s employment following the date Transaction. The Shareholder further acknowledges that the Buyer has a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of termination such confidential information and trade secrets, and to preserve the value and good will of the Employment Period (business being acquired by the "Noncompetition Period")Buyer pursuant to the Transaction, --------------------- during the Employee period commencing on the Closing Date and ending on the fourth anniversary of the Closing Date, neither the Shareholder nor any affiliate of the Shareholder shall not (i) compete in any geographic area where Pacer conducts business during manner with the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealCompany and/or its affiliates, directly or indirectly, or own, manage, operate, control, be a consultant to, participate or have any interest in a competitive or be connected in any manner with the ownership, management, operation or control of any customers doing business with Pacer during operations in the Noncompetition Period; (iii) solicit business in which the Company is engaged on the Closing Date, including without limitation of marketing, selling or employ any officerunderwriting of medical professional liability insurance to medical professionals and facilities, director or agent of Pacer to become an officer, directorrisk retention groups, or agent captives, or the providing of risk management, managerial or other services related thereto. This covenant shall be applicable only in any jurisdiction in which the Company or the Buyer or any of their affiliates is admitted to transact business. As used in this Agreement, an "affiliate" of the EmployeeShareholder is any corporation, partnership, association, or other business entity which directly is controlled by the Employee's affiliates Shareholder or anyone else; in which the Shareholder has a controlling investment. Nothing contained in this Agreement shall be deemed to preclude the Shareholder from purchasing or owning, directly or beneficially, as a passive investment, less than five (iv5) engage percent of any class of publicly traded securities of any corporation engaged in the business in which the Company is engaged on the Closing Date, including without limitation the business of marketing, selling or underwriting of medical professional liability insurance to medical professionals and facilities, risk retention groups, or captives, or the providing of risk management, managerial or other services related thereto so long as the Shareholder does not actively participate in or participate incontrol, directly or indirectly, any business conducted under any name that investment or other decisions with respect to such corporation. The covenants set forth in this Section 4(a) shall be the same construed as a series of separate covenants, one for each country, province, state, city or similar other political subdivision. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the name covenants set forth in this Section 4(a). If, in any judicial proceeding, a court refuses to enforce any of Pacer such separate covenants (or any trade name used part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. To the extent that the provisions of this Section 4(a) are deemed to exceed the time, geographic or scope limitations permitted by it. Ownership applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenantapplicable laws. The Employee Shareholder acknowledges that:(i) the Shareholder is entering into familiar with the foregoing covenant not to assure compete; (ii) the covenant set forth in this Section 4(a) represents only a limited restraint and allows the Shareholder to pursue the Shareholder’s livelihood and occupation without unreasonable or unfair restrictions; (iii) the Shareholder is an officer, key employee, and/or key member of the management of the Company; (iv) the goodwill associated with the existing business, customers and assets of the Company prior to the Transaction is an integral component of the transfer value of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated Buyer and is reflected in the consideration payable in connection with the Transaction, including such consideration received by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists Shareholder; and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousingthe Shareholder’s agreement as set forth herein is necessary to preserve the value and good will of the Company for the Buyer following the Transaction. The Shareholder represents that the Shareholder is fully aware of the Shareholder’s obligations hereunder, freight handling or logistic servicesand acknowledges that the limitations of length of time, geography and scope of activity agreed to in this Agreement are reasonable because, among other things: (A) the Company and the Buyer are engaged in a highly competitive industry, (viB) comprehensive transportation management programs or services the Shareholder has unique access to, and will continue to third party customershave access to, the trade secrets and know-how of the Company and the Buyer, including the plans and strategy (and, in particular, the competitive strategy) of the Company and the Buyer, (viiC) freight consolidation in the event the Shareholder’s employment with the Company ended, the Shareholder would be able to obtain suitable and deconsolidationsatisfactory employment without violation of this Agreement, (viii) traffic management and (ixD) railroad signal project managementthis Agreement provides no more protection than is necessary to protect the Buyer’s interests in the Company’s goodwill, trade secrets and confidential information.

Covenant Not to Compete. (a) During the Employment Period and As an inducement for the two (2) year period following Parties to enter into this Agreement, the date of termination of Seller and the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not Buyer hereby agree as follows: (i) in From and after the Closing and continuing for a period of five years after the Closing Date, neither Seller nor any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealits Affiliates shall, directly or indirectly, on its own behalf or in a competitive manner combination with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officerothers enter, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, as an owner, partner, shareholder, agent, consultant or (without limitation by the specific enumeration of the foregoing) otherwise, the money order business anywhere in the continental United States. (ii) From and after the Closing and continuing for a period of five years after the Closing Date, neither Buyer nor any of its Affiliates (including MAMO) shall, directly or indirectly, any business conducted under any name that shall be the same on its own behalf or in combination with others, enter, engage or participate in, as an owner, partner, shareholder, agent, consultant or similar to the name of Pacer or any trade name used by it. Ownership (without limitation by the Employee for investment of less than 2% specific enumeration of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded foregoing) otherwise, the Mall/Retail Gift Certificate Business anywhere in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellerscontinental United States; PROVIDED, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, howeverHOWEVER, that -------- ------- (i) nothing contained herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer restrict Buyer or any of its affiliates Affiliates (including MAMO) from entering into or engaging or participating in the Retail Gift Certificate Business with any Person where such Person has engaged in at agreed with Buyer or any time during the Employment Period in any city of its Affiliates (including MAMO) to provide money order or county in any state, province money transfer services on behalf of Buyer or other political subdivision its Affiliates (including MAMO) to such Person's customers and where Buyer's primary purpose with contracting with such Person is to provide money order or money transfer services on behalf of the United States, Canada, Mexico, Japan Buyer or China including, without limitation, any business engaged in (i) intermodal marketing, its Affiliates and (ii) flatbed specialized hauling services, nothing contained herein shall be deemed to prohibit or restrict Buyer or any of its Affiliates from engaging in the money order or money transfer business. (iii) less- then-truckload common carrier servicesThe Seller, the Buyer and their respective Affiliates recognize that the limitations set forth in this Section are reasonable and are required for the protection of their respective interests. In the event that any such limitation is deemed to be unreasonable by a court of competent jurisdiction, the Buyer, the Seller and their respective Affiliates agree to the reduction of any such limitations to such an area, period or scope as such court shall deem reasonable under the circumstances. In the event of any breach of paragraphs (ivi)-(ii), the time period of the breached covenant shall be extended for the period of such breach. As set forth in Section 9 and Section 13(n) drayagebelow, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services each Party shall be entitled to third party customers, (vii) freight consolidation all rights and deconsolidation, (viii) traffic management remedies at law and (ix) railroad signal project managementin equity in connection with any breach of this Section by the other Party.

Covenant Not to Compete. (a) During the Employment Period Term and for the two a period of twelve (2) year period 12 months following the date of termination of the Employment Period this Agreement (the "Noncompetition Restricted Period"), --------------------- Consultant covenants and agrees that he will not, without the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodexpress approval of PBI, engage or participate in directly or indirectly anywhere in the continental United States, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an officerowner, shareholder, member, partner, director, officer, trustee, employee, partner, agent or consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), any business, organization or lend your name person other than PBI (or any part subsidiary or variant thereofaffiliate of PBI) towhose business, activities, products or services (collectively, "Business Activities") are competitive with either (i) any Competing of the Business (Activities conducted or offered by PBI or its subsidiaries or affiliates, as defined of or on the effective date, which Business Activities shall include in below); any event and without limitation providing software products and marketing, training, management, billing, collection and insurance brokerage services to entities in the business of purchasing or financing accounts receivable or in the factoring business, or (ii) dealany other Business Activities which PBI or its subsidiaries or affiliates conducts or offers on, or is actively planning and actually conducting or offering as of or on the effective date. Notwithstanding the foregoing, Consultant may own, directly or indirectly, in solely as an investment, securities of any entity if Consultant (a) is not a competitive manner controlling person with any customers doing business with Pacer during the Noncompetition Period; respect to such entity and (iiib) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate indoes not, directly or indirectly, own five percent (5%) or more of any business conducted under any name that class of the securities of such entity. Notwithstanding, the provisions contained in this Section 5 shall not be binding on the Consultant if, during the Restricted Period, PBI materially breaches the terms of this Agreement, and such material breach is not cured by PBI within ten (10) days following receipt of a written notice from Consultant which describes in detail the nature of the material breach. As a consideration for the obligations of Consultant pursuant to this Section 5, PBI agrees to pay Consultant Three Hundred Twenty Thousand Dollars ($320,000). Such payment shall be the same as or similar in addition to the name of Pacer or any trade name used compensation described in Section 2 and shall be made by it. Ownership by PBI to the Employee for investment of less than 2% Consultant in good funds upon termination of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase AgreementTerm. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During the Employment Period Term and for the two a period of three (23) year period following the date of termination years thereafter (whether Executive's employment shall have ended by reason of the Employment Period (expiration of this Agreement or otherwise, and which period is hereinafter referred to as the "Noncompetition Restricted Period"), --------------------- the Employee Executive shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealnot, directly or indirectly, engage in any business anywhere in the Restricted Territory (as hereinafter defined) either as a competitive manner stockholder, officer, manager, employee, agent, representative, consultant, partner, member, proprietor or principal in any other capacity, in any business engaged in the wholesale and/or retail sub-prime mortgage lending business or net branch banking or in the consumer indirect lending area (the "Restricted Activities"), or directly or indirectly, own any interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as a partner, stockholder, member, proprietor, other principal, consultant or otherwise, any person that otherwise competes with any customers doing business respect to the Restricted Activities with Pacer the Company or such Subsidiaries, including the Bank. As a separate and independent covenant, the Executive further agrees with the Company that, during the Noncompetition Restricted Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage Executive will not in or participate inany way, directly or indirectly, for the purpose of conducting or engaging in the Restricted Activities, solicit, advise or otherwise do, or attempt to do, business with any customers of the Company or its affiliates with whom the Company or its affiliates had any dealings during the one (1) year period immediately preceding such solicitation or take away or interfere or attempt to interfere with any employee (or person who was an employee during the six (6) month period preceding the date of attempted hiring or recruitment), customer, trade, business conducted under or patronage of the Company or its affiliates, or induce or attempt to induce any name that shall be of them to leave the same as employ of the Company or similar its affiliates, or violate the terms of their contracts, or any employment arrangements, with the Company or its affiliates. Notwithstanding anything herein to the name contrary, the ownership by Executive of Pacer or not more than five percent (5%) of any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt outstanding securities of any corporation with one or more classes of its capital stock an issuer listed on a national securities exchange or actively regularly traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.market

Covenant Not to Compete. (a) During Seller and its Affiliates hereby covenant and agree with Buyer and its Affiliates that, during the Employment Period and for the two (2) year period following the date of termination of the Employment Non-Compete Period (as such term is defined below) and within the "Noncompetition Period"Non-Compete Area (as such term is defined below), --------------------- the Employee they shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iiia) solicit acquire, lease, manage, consult for, serve as agent or employ any officersubcontractor for, director or agent of Pacer to become an officerfinance, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate invest in, directly own any part of or indirectly, exercise management control over any in-patient psychiatric facility or business conducted under any name that shall be provides services that are the same as or similar to the name services provided by any of Pacer the Facilities (a “Competing Business”); (b) solicit for employment or employ any person who is employed by the Group Companies as of the Closing Date or any trade name used by itAcquired Employee (other than general media advertisements of employment opportunities), or (c) disrupt or attempt to disrupt any past, present or reasonably foreseeable future relationship, contractual or otherwise between the Facilities, on the one hand, and any physician, physician group, or other healthcare provider with whom any Group Company contracts with in connection with the Facilities or make statements to the same that disparage Buyer and its Affiliates or their respective operations in any way. The “Non-Compete Period” shall commence on the Closing Date and terminate on the third anniversary of the Closing Date. The “Non-Compete Area” shall mean the area within a fifty (50) mile radius of each Facility, including any satellite locations thereof. Ownership by the Employee for investment of less than 2% three percent (3%) of the outstanding shares stock of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market publicly held company shall not constitute be deemed a breach of this covenant. Notwithstanding the foregoing, the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision restrictions shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is notpreclude Seller, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer Parent or any of its affiliates has engaged their Affiliates from (A) acquiring, by asset or stock purchase, merger or otherwise, any entity or multiple facilities from an entity which engages in at any time during a Competing Business (the Employment Period in any city or county in any state“Acquired Competing Business”), province or other political subdivision so long as (x) such acquisition is consummated not less than twelve (12) months following the Closing Date and (y) provided the gross revenue attributable to such Acquired Competing Business derived within the Non-Compete Area for the twelve (12) month period immediately preceding the date of the United Statesacquisition of such Acquired Competing Business comprises less than twenty-five percent (25%) of the gross revenue attributable to all businesses included in the Acquired Competing Business for the twelve (12) month period immediately preceding the date of the acquisition of such Acquired Competing Business or (B) being acquired by asset or stock purchase, Canadamerger or otherwise, Mexico, Japan or China including, without limitation, by any business engaged unaffiliated entity which engages in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementa Competing Business.

Covenant Not to Compete. (a) During Executive agrees that during the Employment Period Period, and for one year after the two (2) year period following the date of termination of the Employment Period Termination Date (the "Noncompetition Noncompete Period"), --------------------- she 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 Employee businesses then conducted (or, to the knowledge of Executive, 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 Company or its Subsidiaries engage or plan within one year to engage in any such businesses. During the Noncompete Period, Executive shall not directly or indirectly through another entity: (i) in Induce or attempt to induce any geographic area where Pacer conducts business during employee of the Noncompetition PeriodCompany or any Subsidiary to leave the employ of the Company or such Subsidiary, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by way interfere with the rendering of services or advice to any person), or lend your name (relationship between the Company or any part or variant Subsidiary and any employee thereof) to, any Competing Business (as defined in below); or (ii) dealInduce or attempt to induce any customer, directly supplier, licensee or indirectly, in a competitive manner with other business relation of the Company or any customers Subsidiary to cease doing business with Pacer during the Noncompetition Period; (iii) solicit Company or employ any officer, director or agent of Pacer to become an officer, directorsuch Subsidiary, or agent of in any way interfere with the Employeerelationship between any such customer, supplier, licensee or business relation and the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer Company or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase AgreementSubsidiary. (b) The Employee will not at Nothing contained in this Section 12 shall prevent Executive from owning an interest in any time after the date hereof divulge, furnish to corporation or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-howother business entity, whether patentable public or notprivate, provided such corporation or other business entity is not competing directly or indirectly with respect the Company or its subsidiaries as described in Section 12. Nothing contained herein shall prevent Executive from serving as a paid consultant to any confidential other companies or secret aspects serving as a member of the business Board of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree Directors of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationcorporations. (c) As used hereinIf, under the circumstances existing at the time of enforcement of this Section 12, the term "Competing Business" period, scope of geographic area described in this Section 12 shall mean be found or held by a court of competent jurisdiction to be unreasonable, the parties hereto agree that the 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 ------------------ transportation or other business time after such breach, to immediately obtain injunctive relief prohibiting any further breach of this Agreement. Executive further agrees that Pacer or any such injunctive relief obtained by the Company of any of its affiliates has engaged Subsidiaries shall be in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services addition to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementmonetary damages.

Covenant Not to Compete. Executive hereby acknowledges and agrees that, during the term of Executive’s employment with the Company: (ai) During the Employment Period Company has expended and for will continue to expend considerable time, expense, and organizational resources to develop and maintain its reputation and good will in the industry and among its customers and clients and prospective customers and clients; (ii) the Company will rely upon the reputation and good will it has established to successfully continue its Business; (iii) the Company will entrust such reputation and good will to Executive during the term of Executive’s employment and will provide Executive with opportunities to become acquainted with the Company’s customers, clients, suppliers, licensees, business partners, employees, contractors, and agents, to establish business relationships with them, and to have access to records detailing their business activities with the Company; (iv) Executive has become, and will continue to become, familiar with the Company’s trade secrets and with other Confidential Information, as defined in Exhibit 4.1; (v) Executive’s services to the Company have been and will continue to be unique in nature and of extraordinary value to the Company; and (vi) the Company would be irreparably damaged if Executive were to provide similar services, or reveal trade secrets or Confidential information, to any person or entity competing with the Company or engaged in a similar business. Accordingly, Executive agrees as follows: 8.1.1 For a period of two (2) year period years immediately following the date of termination of Executive’s employment, regardless of whether Executive’s termination is voluntary or involuntary, with or without cause, Executive shall not, within the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodset forth below, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder employee, agent, principal, individual owner or proprietor, or otherwise, either for himself or on behalf of an equity any other person, firm, partnership, corporation, association, or debt investmentother entity, lender or in any other manner or capacitydevelopment, includingplanning, without limitationmarketing, by the rendering of services or advice to any person)sales, or lend your name (or any part or variant thereof) to, any Competing management activities in direct competition with the Business (as defined in below); (iithe Recitals above) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer which the Company has been actively engaged during the Noncompetition Period; (iii) solicit or employ any officer, director or agent term of Pacer to become an officer, directorExecutive’s employment, or agent which the Company has actively contemplated during the two (2) years preceding the termination of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that Executive’s employment. This covenant not to compete shall be the same as or similar apply to the name following geographical area: the entire area within a one hundred fifty (150) mile radius of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities Midland, Texas and within a one hundred mile radius of any corporation with one location where Company or more classes of its capital stock listed on divisions, subdivisions, or affiliates operate a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementdistribution center. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During 8.1 Employee agrees that, during the Employment Period term of Employee’s employment and for the two (2) a period of one year period immediately following the date of termination of the Employment Period such employment for any reason whatsoever (the "Noncompetition “Restricted Period"”), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodnot, engage or participate in either directly or indirectly (whether indirectly, with or without compensation, individually or as an officeremployee, directorbroker, employeeagent consultant, contractor, advisor, solicitor, greater than 5% stockholder, trust beneficiary, proprietor, partner, consultantor person interested in, holder of an equity affiliated with or debt investment, lender or in rendering services to any other manner or capacityentity, includingengage in, without limitationprovide, by the rendering of services or advice offer to any person)provide, or lend your name (assist anyone in providing, services to or any part for a business that is substantially the same as or variant thereof) to, any Competing similar to Employer’s Business (as defined in below); (ii) dealor that competes with Employer’s Business, directly or indirectly, within the applicable market or markets serviced by Employer and in a competitive manner with which Employee performs or performed services for Employer. Employee shall not at any customers doing business with Pacer time during the Noncompetition Restricted Period directly or indirectly compete with Employer, its affiliates or its dealers, within such market or markets. 8.2 Employee further agrees that at all times during the Restricted Period; (iii) , neither Employee nor any person or entity otherwise connected with Employee shall directly or indirectly solicit or employ any officer, director or agent of Pacer to become an officer, directoraid others in soliciting, or agent otherwise assist Customers in obtaining service provided through any competitor of Employer in those markets being serviced by Employer. 8.3 Employee further agrees that during that portion of the EmployeeRestricted Period following termination, Employee shall not interfere with the Employee's affiliates established Business relationship between Employer and its Customers, shall not call upon any Customer of Employer’s Business for the purpose of soliciting, selling, providing or anyone else; delivering services or (iv) engage in products of the kind which are the subject of Employer’s Business, and shall not render or participate inprovide any service to any Customer, directly or indirectlyincluding any person who was a Customer of Employer during the time that Employee was employed with Employer, any business conducted under any name that shall be is the same as or similar to the name service provided in Employer’s Business. 8.4 Employee further agrees that while employed by Employer and during the Restricted Period, Employee shall not directly or indirectly induce or attempt to influence any employee of Pacer Employer to terminate his/her employment with Employer or to work for Employee or any other person or entity. 8.5 Employee hereby acknowledges he has received adequate consideration to support his promises set forth in this section 8 and its subparts, including Employee’s new and continuing employment, SAFLINK’s disclosure of confidential, proprietary and/or trade name used by itsecret information and provision of specialized training and knowledge. Ownership by Employee acknowledges that the Employee for investment of less restrictions set forth in this section 8 are reasonable and do not impose greater restraint than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant necessary to assure the Company of the transfer of protect the goodwill and business interests of the SellersSAFLINK, and in order are not unduly burdensome to induce Employee. Employee further agrees that the Company to consummate the purchase contemplated by the Purchase Agreementrestrictions allow Employee an adequate number and variety of employment alternatives based on Employee’s varied skills and abilities. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During The Principal Shareholders, without the Employment Period and express written consent of the Purchaser, shall not, directly or indirectly, for such Principal Shareholder's own account or for such Principal Shareholder's children or for the account of others as an officer, director, stockholder, investor, owner, partner, employee, promoter, consultant, manager, adviser or otherwise, participate in the promotion, financing, ownership or management of, any business that offers any of the same products or services offered by, or pursues any business activities pursued by, the Purchaser, the Company or any of its Subsidiaries as of the Closing Date provided, however, that notwithstanding the foregoing, a Principal Shareholder may own up to 5% of the outstanding publicly-held securities of a publicly-held corporation as a passive investment so long as such Principal Shareholder does not participate in the management or control of such corporation. In addition, each Principal Shareholder hereby agrees not to compete, not to solicit in any manner any business from any Person who is a customer of the Purchaser, the Company or any Subsidiary as of the Closing Date, who was at any time during the two (2) year period following preceding the date of termination Closing Date a customer of the Employment Period (Purchaser, the "Noncompetition Period")Company or any Subsidiary, --------------------- or who becomes a customer of the Employee Purchaser, the Company or any Subsidiary if such business involves providing any of the same or similar products or services as are offered by the Purchaser, the Company or any Subsidiary at any time after the Closing Date. For greater clarity, the Principal Shareholders, without the express written consent of the Purchaser shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodnot, engage or participate in directly or indirectly (whether indirectly, for such Principal Shareholder's own account or for such Principal Shareholder's children or for the account of others as an officer, director, employeestockholder, investor, owner, partner, employee, promoter, consultant, holder manager, adviser or otherwise, participate in the promotion, financing, ownership or management of an equity or debt investmentSel-Drum Australia. Trac▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Wayn▇ ▇▇▇▇▇▇▇▇, lender or in any other manner or capacity▇▇thout the express written consent of the Purchaser, includingfor a period of three years after the Closing Date, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealshall not, directly or indirectly, in a competitive manner with any customers doing business with Pacer during for their own account or for the Noncompetition Period; (iii) solicit account of their children or employ any officer, director or agent for the account of Pacer to become others as an officer, director, stockholder, investor, owner, partner, employee, promoter, consultant, manager, adviser or agent otherwise, participate in the promotion, financing, ownership or management of, any business that offers any of the Employeesame products or services offered by, or pursues any business activities pursued by, the Employee's affiliates Purchaser, the Company or anyone else; or (iv) engage in or participate inany of its Subsidiaries within North America. The main terms and conditions of a three-year contract to be offered by the Purchaser to Trac▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Wayn▇ ▇▇▇▇▇▇▇▇ ▇▇▇ attached hereto as Schedule 10.18, Debb▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ev▇ ▇▇▇▇▇▇▇▇, ▇▇an▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Bret▇ ▇▇▇▇▇▇▇▇, ▇▇thout the express written consent of the Purchaser, for a period of two years after the Closing Date, shall not, directly or indirectly, for their own account or for the account of their children or for the account of others as an officer, director, stockholder, investor, owner, partner, employee, promoter, consultant, manager, adviser or otherwise, participate in the promotion, financing, ownership or management of, any business conducted under that offers any name that shall be of the same as products or similar to services offered by, or pursues any business activities pursued by, the name of Pacer Purchaser, the Company or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in Subsidiaries within North America. (a) In the over-the-counter market shall not constitute a event of breach of the foregoing covenantcovenant not to compete as set forth above by any Shareholder, it is understood and agreed that the Purchaser shall be entitled to injunctive relief as well as any and all other applicable remedies at law and in equity available to the Purchaser. The Employee is entering into If a court of competent jurisdiction should declare this covenant not to compete unenforceable, in whole or in part, due to any unreasonable restriction of duration and/or geographical area, then the foregoing covenant to assure Purchaser and each Shareholder hereby acknowledge and agree that such a court of law or equity shall have the Company express authority of the transfer Parties to this Agreement to reform this covenant not to compete to a reasonable restriction and/or to grant the Purchaser any and all other relief, at law or in equity, reasonably necessary to protect the interests of the goodwill of the Sellers, Purchaser. Each Shareholder expressly covenants and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementacknowledges that such Shareholder considers this restrictive covenant reasonable. (b) The Employee will not at In the event any time after the date hereof divulge, furnish to Shareholder becomes or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects remains an employee of the business of Pacer (includingPurchaser, without limitation, customer lists, supplier lists the Company or any Subsidiary and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on enters into a non-confidential basis from a source who is not, to competition agreement with the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used hereinPurchaser, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer Company or any Subsidiary in connection with such employment, the terms of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- thensuch non-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services competition agreement shall supersede this Section 10.18 as it relates to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementsuch Shareholder.

Covenant Not to Compete. (a) During the Employment Period and Neither ▇▇▇ nor any of its Affiliates (for purposes of this Section 9.5, collectively, "▇▇▇") shall, for the two (2) year period commencing on the Closing Date and ending on the third anniversary following the date of termination of the Employment Period (the "Noncompetition Period")Closing Date, --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodown, engage manage, operate, control, or participate in directly the ownership, management or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person)control of, or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate offer to engage in, directly or indirectly, a Restricted Business (as defined below) as partner, member, owner, shareholder, creditor, consultant, joint venturer, investor or in any business conducted under any name that shall be the same as other capacity or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellersmanner whatsoever, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is directly or becomes available indirectly as partner, member, owner, shareholder, creditor, consultant, joint venturer, investor or in any other capacity or manner whatsoever, solicit, divert, accept business from or otherwise take away, interfere or communicate with (to the Employee on extent such action is detrimental to or competitive with the Business or a non-confidential basis from a source Restricted Business) any Person who is notis, to or which within two years immediately preceding the Employee's knowledgeClosing Date has been, prohibited from disclosing an actual or prospective customer, client, agent or vendor of BMI or the same by any legal Subsidiaries or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier servicessolicit the employment of any Person employed by, or a consultant or independent contractor for, BMI or the Subsidiaries. "Restricted Business" is a business that sells books or literature in or on any form or media as its primary source of revenue, either (ivA) drayageover the Internet or (B) at any physical location within a 50 mile radius of any physical location at which the Business is operated as of the Closing Date. Notwithstanding the foregoing, consolidationnothing in this Section 9.5(a) shall prevent ▇▇▇ from owning not more than fifteen percent of the outstanding securities of any Person whose securities are listed on the New York Stock Exchange, deconsolidation American Stock Exchange or distribution servicesare quoted on the NASDAQ National Market System; provided however that such ownership shall be a passive investment, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation whereby none of Deb's executive officers shall play a managerial role with any such company and deconsolidation, (viii) traffic management whereby ▇▇▇ and (ix) railroad signal project managementits Affiliates shall not have any board representation in connection with such investment.

Covenant Not to Compete. (a) During The Employee hereby expressly covenants and agrees, which covenants and agreements are of the Employment Period essence of this contract, that he will not, during the term of this Agreement and for the a period of two (2) year period years immediately following the date of termination of the Employment Period (the "Noncompetition Period")this Agreement, --------------------- the Employee shall not (i) in for any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealreason whatsoever, directly or indirectly, for himself or herself, or on behalf of, or in a competitive manner with conjunction with, any other person, persons, company, partnership or corporation: (1) call upon any customer or customers doing business with Pacer of Company solicited or contacted by Employee while at the Company or whose account was serviced by Employee while at the Company, pursuant to his or her employment hereunder, for the purpose of soliciting, selling or servicing any programs or services of the type sold and serviced by Company during the Noncompetition Period; term hereof within the state of Florida and such other states in which the Company shall conduct business; (iii2) nor will Employee divert, solicit or employ take away any officercustomer or customers of Company or the business or patronage of any such customers of the Company for the purpose of selling or servicing any programs or services of the type sold and serviced by Company during the term hereof, (3) nor will Employee call upon any "prospective customer" or customers of the Company, director solicited or agent contacted by Employee or Employee's staff pursuant to his or her employment hereunder, for the purpose of Pacer to become an officersoliciting, directorselling or servicing programs or services of the type sold and serviced by Company during the term hereof within the State of Florida and such other states in which the Company shall conduct business. For purposes of this Agreement, it is agreed between the parties hereto that the term "prospective customer" is defined as any person or company called upon by Employee or by Employee's staff two (2) times or more during any part of the six (6) month period next preceding the termination of this Agreement for any reason whatsoever, or agent those prospective customers as listed by Employee or by Employee's staff as active potential prospects on Employee's weekly or monthly sales call reports submitted to Company during any part of the six (6) month period next preceding the termination of this Agreement for any reasons whatsoever; (4) nor will Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, for himself or herself or on behalf of, or in conjunction with, any business conducted under other person, persons, company, partnership or corporation: solicit, approach, or call upon any name that Company employee for the purpose of retaining or hiring the Company employee in any capacity. In the event of a breach or threatened breach by Employee of the provisions of this paragraph, Company shall be entitled to an injunction restraining Employee from directly or indirectly soliciting, approaching, or calling upon any Company employee for the same as purpose of retaining or similar hiring the Company employee in any capacity and/or in fact hiring the Company employee in any capacity; and, in addition to obtaining an injunction, Company shall be entitled to recover damages from Employee. In the name of Pacer or event any trade name used by it. Ownership by the Employee for investment of less than 2% Court determines that any of the outstanding shares of capital stock above specified time periods to be unreasonable, arbitrary, or class of debt securities of any corporation with one or more classes of its capital stock listed on against public policy, a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any lesser time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information period which is or becomes generally determined to be reasonable, non-arbitrary and not against public policy may be enforced against Employee by injunction, as well as by all other legal remedies available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationCompany. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During the Employment Period and In return for the two (2) year period following the date of termination Buyer’s payment of the Employment Period Consideration to Member, among other things, each Seller agrees that for a period of two years from the Closing Date (the "Noncompetition “Restricted Period"”), --------------------- the Employee shall not no Seller will, directly or indirectly, through one or more Affiliates or otherwise: (i) engage in, continue in or carry on any business which competes with the Business as conducted by Legent Clearing as of the Closing Date, or is substantially similar thereto, including owning or controlling any financial interest in any geographic area where Pacer conducts corporation, partnership, firm or other form of business during organization which is so engaged; (ii) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Legent Clearing in any aspect with respect to the Noncompetition PeriodBusiness as conducted by Legent Clearing as of the Closing Date, engage including, but not limited to, soliciting customers or participate in directly or indirectly (whether otherwise serving as an officer, director, employee, partner, consultant, holder intermediary for any such competitor; loaning money or rendering any other form of an equity financial assistance to or debt investment, lender or engaging in any form of business transaction on other manner than an arm’s length basis with any such competitor; (iii) offer employment to an employee of Legent Clearing who is employed as of the Closing Date and has not been terminated without cause by Legent Clearing, without the prior written consent of Buyer; or (iv) engage in any practice the purpose of which is to evade the provisions of this covenant not to compete; provided, however, that the foregoing shall not prohibit (x) the beneficial ownership by Duques of his proportionate share of the Subject Shares (as distributed to him in accordance with Section 6.14) or capacity, of not more than 9.9% of the total total number of issued and outstanding shares of Parent Common Stock (including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent result of the Employee, receipt by Duques of his proportionate share of the Employee's affiliates or anyone elseSubject Shares); or (ivy) engage without increasing or duplicating the amounts permitted under clause (x) above in or participate inthe case of Duques, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name ownership of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock corporations which are listed on a national securities exchange or actively traded in the national over-the-counter market in an amount which shall not constitute a breach exceed 5% of the foregoing covenantoutstanding shares of any such corporation. The Employee is entering into parties specifically acknowledge that the foregoing covenant to assure Business conducts its affairs throughout the Company of the transfer of the goodwill of the SellersUnited States, and in order thus agree that the geographic scope of this covenant not to induce compete shall extend throughout the Company to consummate the purchase contemplated United States; and further, that this non-compete shall encompass every statistical metropolitan area (as defined by the Purchase Agreement. (bOffice of Management and Budget) in which Legent Clearing has conducted the Business in the two year period immediately preceding the Closing Date. The Employee will parties agree that Buyer may sell, assign or otherwise transfer this covenant not at any time after the date hereof divulgeto compete, furnish to in whole or make accessible to anyone any knowledge or information with respect to confidential or secret processesin part, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential Person that purchases all or secret aspects part of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit Legent Clearing. In the Employee from complying with any order or decree of any 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 governmental entity or other requirements of lawactivity, 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 Employee will give Pacer reasonably timely notice of the receipt part of any such order or decree or legal requirementPerson, and the foregoing provision shall not apply to (i) any information which is or becomes generally available be modified, amended and/or limited, but only to the public through no breach of this Agreement or (ii) is or becomes available extent necessary to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing render the same by any legal or contractual obligationvalid and enforceable in such jurisdiction. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) 12.01 During the Employment Period period commencing with the Closing and for the two continuing up to and including three (23) year period following the date of termination of the Employment Period years thereafter (the "Noncompetition “Noncompete Period")”) Seller agrees not to be employed by, --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodor consult with, engage or participate in directly or indirectly own, manage, participate in, operate or control any interest in, any business, whether operated as a partnership, corporation, limited liability company, sole proprietorship, joint venture, association, individually or by any action in concert with others (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person“Competitor(s)”), which Competitor offers, sells, provides or lend your name conducts any lending activities then being offered, sold, provided or conducted by Buyer (the “Business”) within any county or any counties, city or cities, or a part or variant thereof) to, any Competing Business within the State of California (the “Territory”). 12.02 The Principals acknowledge and agree that as defined a condition to the Closing they are to be parties to Employment Contracts and/or a Consulting Agreement with Buyer which contain “Non-Compete” provisions which are part of the consideration being paid by Buyer in below); (ii) dealthe transactions contemplated herein. 12.03 During the Noncompete Period, Seller shall not, directly or indirectly, in on behalf of a competitive manner Competitor or Seller, induce or influence or seek to induce or influence any employee, agent or independent contractor or other business affiliate of Buyer to terminate, leave or reduce his, her or its relationship with any customers doing business with Pacer during Buyer. During the Noncompetition Noncompete Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate inSeller shall not, directly or indirectly, on behalf of a Competitor or Seller divert, take away or solicit or attempt to divert, take away or solicit, any business conducted under loan customers of Buyer. 12.04 During the Noncompete Period, Seller shall not directly or indirectly, on behalf of a Competitor or Seller, use, divulge, disclose or communicate to any name that shall be person, firm, partnership, corporation or entity, in any manner whatsoever any confidential, secret or proprietary information (but excluding such information if it is in the same as public domain through no act of Seller) concerning any matters affecting or similar relating to the name Business of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall Buyer including, but not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellerslimited to, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulgerecords, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processesdata, specifications, formulas, technology, inventions, discoveriesdevices, improvementsproducts, formulaemethods, plans, material, devices or ideas or know-how, whether patentable processes, financial data, customer and vendor information, employee information or notany other confidential information of, about or concerning the Business of Buyer, the respective matters of operation, or other confidential data of any kind, nature or description. The parties hereby stipulate, that as between them, the foregoing matters are important, material and confidential trade secrets and affect the successful conduct of the Business and Goodwill being purchased by Buyer. 12.05 Seller hereby acknowledges and agrees that should it violate any of the provisions of this Section 12, it would be difficult to determine the amount of damages resulting to Buyer and, in addition to any other remedies which Buyer may have, Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages. 12.06 Each of the foregoing covenants contained in this Section 12 shall be construed as a separate and independent covenant covering the respective subject matter of the covenant in each of the separate counties in the state of California. To the extent that any covenant shall be determined to be judicially unenforceable in any one or more county that covenant shall continue to be effective to the extent legally permissible in such county, and said covenant shall continue to be effective with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists every other county and pricing arrangements each covenant being construed is severable and independent with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply respect to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationeach county. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During In consideration of the Employment Period Company's agreement to engage Consultant pursuant to this Agreement and Consultant's receipt of Confidential Information, Consultant hereby agrees that, during the period beginning on the Effective Date and ending one year after termination of this Agreement, he will not (except in the course of performing his authorized duties for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period"Company under this Agreement), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether indirectly, on his own behalf or as an officer, director, employee, partner, consultant, holder of an equity consultant or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person)agent of, or lend your name (as a stockholder, partner or any part or variant thereof) toother investor in, any Competing Business person or entity (as defined in below); other than the Company or its Affiliates): (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv1) engage in the mutual fund or participate in, financial planning industry (a "Competing Business") within the United States of America (the "Territory"); (2) directly or indirectlyindirectly influence or attempt to influence any customer or potential customer (which for purposes of this Agreement, shall mean any business conducted under person or entity to which the Company or any name that shall be of its Affiliates marketed its products or services during the same as six month period prior to any date of determination) located within the Territory to purchase goods, services or similar products related to a Competing Business from any individual, corporation, partnership, or other entity other than the Company or its Affiliates; or (3) employ, attempt to employ or solicit for employment in any position related to the name conduct of Pacer a Competing Business in the Territory any individual who is an employee of the Company or any trade name used by it. Ownership by of its Affiliates at such time or was an employee of the Employee for Company or any of its Affiliates during the six months prior to any date of determination; provided that the foregoing will not apply to any investment of in publicly traded securities constituting less than 2% ten percent (10%) of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementsuch class. (b) The Employee will not at any time after Consultant represents to the date hereof divulge, furnish Company that he is willing and able to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects engage in businesses other than a Competing Business within the Territory and that enforcement of the restrictions set forth in this SECTION 6 are not be unduly burdensome to Consultant. Consultant acknowledges and agrees that the restrictions set forth in this SECTION 6 are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the goodwill and other business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice interests of the receipt of any such order or decree or legal requirementCompany, and Consultant agrees that the foregoing provision shall not apply to (i) any information which Company is or becomes generally available to justified in believing the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationforegoing. (c) As used hereinIf the provisions of this SECTION 6 are found by a court of competent jurisdiction to contain unreasonable or unnecessary limitations as to time, geographical area or scope of activity, then such court is hereby directed to reform such provisions to the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any minimum extent necessary to cause the limitations contained therein as to time, geographical area and scope of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services activity to third party customers, (vii) freight consolidation be reasonable and deconsolidation, (viii) traffic management and (ix) railroad signal project managementenforceable.

Covenant Not to Compete. For a period of five (a5) During the Employment Period and for the two (2) year period years following the date of termination of the Employment Period (the "Noncompetition Period")Closing, --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition PeriodSeller, engage or participate in Partnership, Dean ▇▇▇▇▇, ▇▇hn ▇▇▇▇▇▇▇▇ ▇▇▇ Denn▇▇ ▇▇▇▇▇▇ ▇▇▇ll not, directly or indirectly (whether as an officeri) engage in, directorown, employeeoperate, partnerbe employed by, consultantconsult with, holder of an equity assist or debt investment, lender or in advise any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealbusiness that competes, directly or indirectly, with the Business in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded state in the over-the-counter market shall not constitute a breach of United States in which the foregoing covenant. The Employee Business is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers)currently conducted; provided, however, that -------- ------- nothing herein the following activities shall prohibit not be deemed a violation of this covenant: (a) the Employee from complying permitting and construction of signs so long as such signs are used solely in connection with any order other activities of Seller or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirementsigns are sold to others, and in either case no advertising is sold directly or indirectly by Seller or an Affiliate or agent of Seller on such signs and (b) the foregoing provision shall not apply leasing or licensing of real estate to (i) any information which is or becomes generally available to other persons for the public through no breach purpose of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any construction of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketingsigns, (ii) flatbed specialized hauling servicessolicit any customers of the Business; provided, however, that the solicitation of customers of the Business shall not be deemed a violation of this covenant if such solicitation is for the conduct of a sign business outside of the United States or such solicitation is made in connection with activities of Seller which are not restricted under this covenant, or (iii) less- then-truckload common carrier serviceshire or offer employment to any employee of Seller or Partnership whose employment is continued by Buyer after the Closing Date or any employee of Buyer or any successor or Affiliate of Buyer which is engaged in the Business, unless (a) Buyer first terminates the employment of such employee or gives its prior written consent to such employment or offer of employment (b) such employee contacts Seller regarding employment opportunities, (ivc) drayagesuch employee responds to any general solicitation by Seller for employment with Seller or (d) the employment of such employee by Buyer has terminated. Seller and Partnership acknowledge and agree that the time, consolidationscope, deconsolidation geographic area and other provisions of this Covenant Not to Compete have been specifically negotiated by sophisticated parties and that such provisions are reasonable under the circumstances. The parties further agree that if, despite the foregoing acknowledgment, a court or distribution servicesother tribunal of competent jurisdiction holds that any of the restrictions of this Covenant Not to Compete are unenforceable, (v) contract warehousingthe maximum restrictions of time, freight handling scope or logistic servicesgeographic area reasonable under the circumstances, (vi) comprehensive transportation management programs as determined by such court or services to third party customerstribunal, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementshall be substituted for any such restrictions held unenforceable.

Covenant Not to Compete. (a) During Executive acknowledges that during the Employment Period course of Executive’s employment with the Company, the Executive has received and for has been privy to confidential information and trade secrets of the two (2) year period Company and will continue to receive and be privy to confidential information and trade secrets of the Company and its affiliates during the course of Executive’s employment following the date Transaction. Thus, to avoid the actual or threatened misappropriation of termination such confidential information and trade secrets, and to preserve the value and good will of the Employment Period business being acquired by FIG pursuant to the Transaction, during the period commencing on the Closing Date and ending on the later of the second anniversary of the date on which Executive ceases to be employed by the Company or one of its affiliates or the fourth anniversary of the Closing Date, neither Executive nor any affiliate of Executive shall compete in any manner with the Company and/or its affiliates, directly or indirectly, or own, manage, operate, control, be a consultant to, participate or have any interest in or be connected in any manner with the ownership, management, operation or control of any business with operations in the Business in which the Company is engaged on the Effective Date, including without limitation marketing, selling or underwriting medical professional liability insurance to medical professionals and facilities, risk retention groups, or captives, or the providing of risk management, managerial or other services related thereto. This covenant shall be applicable only in any jurisdiction in which the Company and/or any affiliate of the Company is admitted to transact business. As used in this Agreement, an "affiliate" of Executive is any corporation, partnership, association, or other business entity which directly is controlled by Executive and in which Executive has a controlling investment. Nothing contained in this Agreement shall be deemed to preclude Executive from purchasing or owning, directly or beneficially, as a passive investment, less than five (5) percent of any class of publicly traded securities of any such corporation so long as Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such corporation. The covenants set forth in this Section 6.1 shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the "Noncompetition Period"covenants set forth in this Section 6.1. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), --------------------- then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the Employee extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. To the extent that the provisions of this Section 6.1 hereof are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall not be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws. Executive acknowledges that (i) Executive is familiar with the foregoing covenant not to compete; (ii) the covenant set forth in any geographic area where Pacer conducts business during the Noncompetition Period, engage this Section 6.1 represents only a limited restraint and allows Executive to pursue Executive’s livelihood and occupation without unreasonable or participate in directly or indirectly unfair restrictions; (whether as iii) Executive is an officer, director, key employee, partnerand/or key member of the management of the Company; and (iv) the limitations of length of time, consultantgeography and scope of activity agreed to in this Agreement are reasonable because, holder among other things: (A) the Company and its affiliates are engaged in a highly competitive industry, (B) Executive has unique access to, and will continue to have access to, the trade secrets and know-how of an equity or debt investment, lender or in any other manner or capacitythe Company and its affiliates, including, without limitation, by the rendering of services or advice to any person), or lend your name plans and strategy (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectlyand, in a particular, the competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iiistrategy) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the EmployeeCompany and its affiliates, the Employee's affiliates or anyone else; or (ivC) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure event Executive’s employment with the Company ended, Executive would be able to obtain suitable and satisfactory employment without violation of the transfer of the goodwill of the Sellersthis Agreement, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (bD) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) provides no more protection than is or becomes available necessary to protect the Employee on a non-Company’s goodwill, trade secrets and confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationinformation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During Seller and the Employment Period Stockholders each hereby covenants and agrees that for the two (2) year period following commencing with the date of termination Closing Date and ending five years from such date, Seller and each of the Employment Period Stockholders shall not, within any geographic area in which Seller has done business (the "Noncompetition PeriodArea")) directly or indirectly own, --------------------- manage, operate, finance, join, control, or participate in the Employee shall not ownership, management, operation, finance or control of, or be connected with, in any manner, any entity, business enterprise or operation engaged in (i) in designing, providing, marketing, selling, licensing or performing research and development of services relating to any geographic area where Pacer conducts business during part of the Noncompetition PeriodBusiness, engage or participate in (ii) performing any services for any Customer (including Endo Pharmaceuticals Holdings Inc.) or any Affiliate of any Customer (including Endo Pharmaceuticals Holdings Inc.). (b) In addition to the restrictions imposed by Section 9.02, Seller and Stockholders hereby covenant and agree that for the period commencing with the Closing Date and ending five years from such date, they shall not directly or indirectly (whether as an officerdefined in Subsection 9.01(e) below), directorwithin the Area: (i) solicit business from any Person which was a Customer of Seller at or any time prior to the date hereof, employeeincluding actively sought prospective customers, partner, consultant, holder for the purposes of an equity providing products or debt investment, lender services customarily offered by or relating to the Business; (ii) induce or attempt to induce or influence any employee of Parent or Purchaser to terminate his or her employment with Parent or Purchaser; (iii) engage in any business which is in competition with any business of Purchaser which is involved in the Business or in any other manner which Seller now engages or capacity, at this time contemplates becoming involved in including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent related product lines of the EmployeeBusiness. (c) Seller and Stockholders shall not, the Employee's affiliates and shall not permit any of its subsidiaries or anyone else; or (iv) engage in affiliates, to own, manage, operate, join, control or participate inin the ownership, management, operation or control of or be connected in any manner with, directly or indirectly, any business conducted under the name New Drug Services, any similar name that shall be or any derivatives thereof without the same as prior written consent of Parent and Purchaser. (▇) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and Affiliates, to hold in confidence and refrain from disclosing, publishing or similar making use of all knowledge and information of a confidential nature relating to the name Business prior to the Closing Date, except knowledge and information which (i) is or becomes generally available to the public other than as a result of Pacer a disclosure prohibited hereby, or (ii) is required to be disclosed by law. (e) For the purposes of this Agreement, the words "directly or indirectly" as used in Section 9.01 herein shall include, but not be limited to, (i) acting as an agent, officer, director, representative, consultant, independent contractor, or employee of any trade name used by it. Ownership by the Employee for investment of entity or enterprise, and (ii) participating in any such competing entity or enterprise as an owner, partner, limited partner, member, joint venturer, material creditor or stockholder (except as a stockholder holding less than 2% of the outstanding five percent interest in a corporation whose shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed are traded on a national securities exchange or actively traded in the over-the-counter market shall unless Seller or any Stockholder controls such corporation, either alone or with others). (f) Seller and Stockholders acknowledge that their expertise in the Business is of a special, unique, unusual, extraordinary and intellectual character, which gives said expertise a peculiar value, and that a breach by Seller or Stockholders of the provisions of this Agreement cannot constitute reasonably or adequately be compensated in damages in an action at law; and such a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company any of the transfer provisions contained in this Agreement will cause Purchaser irreparable injury and damage. Seller and Stockholders further acknowledge that each possesses unique skills, knowledge and ability and that competition by any of them, in violation of this Agreement or any other breach of the goodwill provisions of the Sellersthis Agreement would be extremely detrimental to Purchaser. By reason thereof, Seller and Stockholders agree that Parent and Purchaser shall be entitled, in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect addition to any confidential other remedies they may have under this Agreement or secret aspects otherwise, to preliminary and permanent injunctive and other equitable relief to prevent a breach or curtail any breach or threatened breach of the business of Pacer (including, this Agreement by Seller and/or any Stockholder without limitation, customer lists, supplier lists and pricing arrangements with customers having to post a bond or suppliers)other security; provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of specification in this Agreement or (ii) is or becomes available to the Employee on of a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any specific legal or contractual obligationequitable remedy shall be construed as a waiver or prohibition against the pursuing of other legal or equitable remedies in the event of such a breach. (cg) As used herein, Nothing contained herein shall bar the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged Stockholders from performing duties for Purchaser under their employment agreements executed in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementconnection with this Agreement.

Covenant Not to Compete. (a) During Employee agrees that during the Employment Period Period, and for one year after the two (2) year period following the date of termination of the Employment Period Termination Date (the "Noncompetition 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 venturer, officer, employee, partner or consultant or invest or participate in a business competing with any of the businesses then conducted (or, to the knowledge of Employee, 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 Company or its Subsidiaries engage or plan within one year to engage in any such businesses. During the Noncompete Period, Employee shall not directly or indirectly through another entity (i) in induce or attempt to induce any geographic area where Pacer conducts business during employee of the Noncompetition PeriodCompany or any Subsidiary to leave the employ of the Company or such Subsidiary, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by way interfere with the rendering of services or advice to any person), or lend your name (relationship between the Company or any part or variant Subsidiary and any employee thereof) to, any Competing Business (as defined in below); (ii) dealhire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period or (iii) induce or attempt to induce any customer, directly supplier, licensee or indirectly, in a competitive manner with other business relation of the Company or any customers Subsidiary to cease doing business with Pacer during the Noncompetition Period; (iii) solicit Company or employ any officer, director or agent of Pacer to become an officer, directorsuch Subsidiary, or agent of in any way interfere with the Employeerelationship between any such customer, supplier, licensee or business relation and the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer Company or any trade name used by it. Ownership by the Subsidiary. (b) Nothing contained in this Section 11 shall prevent Employee for investment of less than 2from owning up to a 5% of the outstanding shares of capital stock or class of debt securities of interest in any corporation with or entity having one or more classes of its capital stock securities listed on a national securities exchange or actively publicly traded in the over-the-counter market market, provided Employee is not actively involved in the operation or management of such corporation or entity. Nothing contained herein shall not constitute prevent Employee from serving as a breach paid consultant to other companies or serving as a member of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company Board of the transfer Directors of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationcorporations. (c) As used hereinIf, under the circumstances existing at the time of enforcement of this Section 11, the term "Competing Business" period, scope or geographic area described in this Section 11 shall mean any ------------------ transportation be found or other business held to be unreasonable, the parties hereto agree that Pacer the maximum period, scope or any of its affiliates has engaged in at any time during geographic area reasonable under the Employment Period in any city circumstances shall be substituted for the stated period, scope or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementgeographic area.

Covenant Not to Compete. (a) During Seller acknowledges and agrees that Buyer would not consummate the Employment Period transactions contemplated hereby unless Seller agrees to ensure that Buyer’s ability to utilize the Purchased Assets being transferred to Buyer hereunder shall not in any way be adversely affected or diminished by Seller’s actions after the Closing. Seller acknowledges that these obligations bind not only him, but also his present or future successors, assigns and Affiliates. Further, Seller agrees that the foregoing restrictions are necessary and reasonably required for the two (2) year period following the date of termination protection of the Employment Period legitimate business interests of Buyer. Accordingly, Seller agrees that for a period of three (3) years after the "Noncompetition Period")Closing Date, --------------------- the Employee Seller shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether indirectly, on his own behalf or as an a partner, officer, director, stockholder, member, employee, partner, consultant, holder agent or consultant of an equity or debt investment, lender or in any other manner or capacityPerson, includinganywhere within the United States: (i) develop, without limitationproduce, by the rendering of services or advice to any person)sell, license, or lend your name (assist in the development, production, sale, or licensing of any software that competes with the Acquired Software or any part similar product of Buyer, or variant thereof) to, any Competing Business (as defined the services provided by Buyer in below); connection therewith; (ii) deal, directly provide any service that competes with the services provided by Buyer using or indirectly, in a competitive manner with related to the Acquired Software or any customers doing business with Pacer during the Noncompetition Period; similar product of Buyer; (iii) solicit for itself or employ any officerPerson (other than Buyer or any of its Affiliates), director the business of any customer of Buyer or agent any of Pacer to become an officerits Affiliates, directorfor the marketing, sale or licensing of a software product or service the same as, or agent of the Employeecompetitive with, the Employee's affiliates Acquired Software or anyone else; any similar product of Buyer, or the services provided by Buyer in connection therewith; (iv) engage solicit, hire, entice, or aid, or cooperate with others in soliciting, hiring, enticing or participate in, directly or indirectlyaiding, any business conducted under (i) employee of Buyer or any name that shall be of its Affiliates to leave Buyer’s or any of its Affiliates’ employ, or (ii) any Person who at any time during the same as or similar six-month period immediately prior to the name making of Pacer such solicitation, was employed by Buyer or any trade name used by itof its Affiliates; (v) make any disparaging remarks about the businesses, services, products, stockholders, officers, directors or other personnel of Buyer or any of its Affiliates. Ownership by Notwithstanding anything herein to the Employee for investment of less contrary, the parties acknowledge and agree that Seller may own or hold, as a passive investment, not more than 2% one percent (1.0%) of the outstanding shares of capital stock or class of debt securities of any corporation Person that competes with one the Acquired Software or more classes any similar product of its capital stock listed on a national Buyer, or the services provided by Buyer in connection therewith, if the securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementsuch Person are publicly traded. (b) The Employee Seller acknowledges and agrees that if he breaches any of the provisions of Section 3.3 or this Section 3.4, Buyer will suffer immediate and irreparable harm for which monetary damages alone will not at be a sufficient remedy, and that, in addition to all other remedies that Buyer may have, Buyer shall be entitled to seek injunctive relief, specific performance or any time after other form of equitable relief to remedy a breach or threatened breach of Section 3.3 or this Section 3.4 by Seller and to enforce such provisions. The existence of this right shall not preclude or otherwise limit the date hereof divulge, furnish to applicability or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree exercise of any court of competent jurisdiction other rights and remedies which Buyer may have at law or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationin equity. (c) As used hereinSeller has carefully considered the possible effects of its obligations contained in Section 3.3 and this Section 3.4, and recognizes that Buyer has made every effort to limit the restrictions placed upon it to those that are reasonable and necessary to protect Buyer’s and its Affiliates’ legitimate business interests. It is the intention of the parties hereto that the covenants, provisions and agreements contained herein shall be enforceable to the fullest extent allowed by law. If any covenant, provision, or agreement contained herein is found by a court having jurisdiction to be unreasonable in duration, geographic scope or character of restrictions, such covenant, provision or agreement shall not be rendered unenforceable thereby, but rather the duration, geographic scope or character of restrictions of such covenant, provision or agreement shall be deemed reduced or modified with retroactive effect to render such covenant, provision or agreement reasonable, and such covenant, provision or agreement shall be enforced as modified. If the court having jurisdiction will not revise the covenant, provision or agreement, the term "Competing Business" parties hereto shall mean mutually agree to a revision having an effect as close as permitted by applicable law to the provision declared unenforceable. Moreover, to the extent that any ------------------ transportation provision is declared unenforceable, Buyer shall have any and all rights under applicable statutes, civil law or other business that Pacer or common law to enforce its rights with respect to any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementall unfair competition by Seller.

Covenant Not to Compete. (a) During Seller, for and on behalf of itself and its subsidiaries, agrees that, for a period of three years after the Employment Period Closing Date (or, with respect to the Company's and for the Subsidiary's Hall(r) Surgical large bone products being distributed under the Distribution Agreement, the longer of (i) three years after the Closing Date and (ii) two (2) year period following the date of years after any termination of the Employment Period (Distribution Agreement by either party thereto, but in no event longer than five years after the "Noncompetition Period"Closing Date), --------------------- the Employee they shall not (i) own, manage, operate, control or otherwise engage in any geographic area where Pacer conducts Competitive Business; provided, however, that nothing herein shall be construed to prevent Seller or any of its Affiliates from any of the following: (A) acquiring any Person engaged in any Competitive Business (other than any Person primarily engaged in a Competitive Business) or any interest in any such Person and thereafter owning, managing, operating or controlling such Person or otherwise engaging in any business during engaged in by such Person, (B) owning, managing, operating or controlling ▇▇▇▇▇▇ or any of its subsidiaries or otherwise engaging in any business currently engaged in by ▇▇▇▇▇▇ or any of its subsidiaries, other than the Noncompetition PeriodInternational Business and the Domestic Hall Surgical Business, engage (C) engaging in transactions pursuant to the Manufacturing Agreement, the Transition Distribution and Services Agreement or participate in directly the Distribution Agreement, (D) owning up to five percent (5%) of the voting equity securities or indirectly (whether as an officer, director, employee, partner, consultant, holder of an any non-voting equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed Person whose securities are publicly traded on a national securities exchange or actively traded in the over-the-counter market (it being understood, however, that this Agreement shall not prohibit or in any way be deemed to be inconsistent with the ownership or exercise by Seller of the Warrant or the Warrant Shares (as defined in the Warrant)) or (E) manufacturing or selling the current MicroMill(r) branded products (capital equipment and related disposables) and upgrades and improvements of MicroMill(r) branded products. Notwithstanding anything to the contrary contained herein, to the extent that the Company discontinues manufacturing and selling any product being distributed under the Distribution Agreement that otherwise would be restricted hereunder, Seller and its subsidiaries shall no longer be restricted in any manner under this Agreement with respect to such product. (b) Seller, on behalf of itself and its subsidiaries, agrees that, for a period of two years after the Closing Date, it will not solicit any individual that, as of the date hereof, is a member of management or a sales representative or an area sales director of the Company or the Subsidiary, in each case except for any such individual no longer employed by the Company or the Subsidiary at the time of any solicitation. Buyer covenants and agrees that, for a period of two years after the Closing Date, it will not, and it will cause its subsidiaries not to, solicit any individual that, as of the date hereof, is a member of management or a sales representative or an area sales director of ▇▇▇▇▇▇, except for any such individual no longer employed by ▇▇▇▇▇▇ at the time of any such solicitation. It is understood and agreed that general solicitations in periodicals of broad distribution by either Seller or Buyer (or any of their respective subsidiaries) shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliersthis Section 5.5(b); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used hereinBuyer covenants and agrees that, for a period of three years after the term "Competing Business" shall mean Closing Date, it will not, and it will cause its subsidiaries, including the Company and the Subsidiary, not to, solicit or induce any ------------------ transportation or other business that Pacer of ▇▇▇▇▇▇'▇ distributors who are located within the United States to sell any products manufactured by Buyer or any of its affiliates has engaged in at any time during subsidiaries, including the Employment Period in any city or county in any state, province or other political subdivision of Company and the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementSubsidiary.

Covenant Not to Compete. Upon (1) our termination of this Agreement according to its terms and conditions, (2) your termination of this Agreement without cause, or (3) expiration of this Agreement (if we offer, but you elect not to acquire, a successor franchise, or if we do not offer you a successor franchise due to your failure to satisfy the conditions for a successor franchise set forth in Section 13), you and your owners agree that, for two (2) years beginning on the effective date of termination or expiration or, in the case of any particular person restricted by this Subsection, beginning on the date on which that restricted person begins to comply with this Subsection, whichever is later, neither you nor any of your owners, as the restricted persons, will have any direct or indirect (e.g., through a spouse, sibling, child, or parent) interest as an owner (whether of record, beneficially, or otherwise), investor, partner, director, officer, employee, consultant, representative, or agent in any Competitive Business (as defined in Section 7 above) located or operating: (a) During at any Location; (b) within the Employment Period and for Territory; (c) within the territories of any other KIDVILLE Facility franchises in operation or under construction on the Effective Date; (d) within the territories of any other KIDVILLE Facility franchises in operation or under construction on the later of the effective date of the termination or expiration of this Agreement or the date on which the restricted person begins to comply with this Subsection; or (e) within five (5) miles of any KIDVILLE Facility location then operated by us or our affiliates. These restrictions also apply after transfers, as provided in Section 12.C.(12) above. If any person restricted by this Subsection refuses voluntarily to comply with these obligations, the two (2) year period following for that person will commence with the date entry of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenantcourt order enforcing this provision. The Employee two (2) year period will be tolled, if applicable, for the period during which a restricted person is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement Subsection and will resume when that person resumes compliance. You and your owners expressly acknowledge that you possess skills and abilities of a general nature and have other opportunities for exploiting these skills. Consequently, our enforcing the covenants made in this Subsection will not deprive you or (ii) is your owners of your personal goodwill or becomes available ability to earn a living. In order to give effect to the Employee on a non-confidential basis from a source who is notobligations in this Subsection 15.D., you and your owners acknowledge and agree that neither you nor they will seek to violate this Subsection 15.D. through any other person with whom you or your owners are acting in concert or participating in connection with the Employee's knowledgeprohibited activities and that we may enforce the restrictions in this Subsection 15.D. by taking action against you, your owners, and all other persons with whom you or your owners are acting in concert or participating in connection with the prohibited from disclosing the same by any legal or contractual obligationactivities. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During Seller covenants and agrees that for a period beginning at Closing and ending on the Employment Period and for the two (2) year period following the date of termination fifth anniversary of the Employment Period (the "Noncompetition Period")Closing Date, --------------------- the Employee shall Seller will not, and will cause its Affiliates not (i) in any geographic area where Pacer conducts business during the Noncompetition Periodto, engage or participate in directly or indirectly (whether as an officerprincipal, directoragent, employeeindependent contractor, partnerpartner or otherwise) own, consultantmanage, holder of an equity or debt investmentoperate, lender or in any other manner or capacitycontrol, including, without limitation, by the rendering of services or advice to any person)participate in, or lend your name otherwise carry on, the business of manufacturing and distributing disc publishing solutions that label, archive, distribute and protect content on CDs, DVDs and Blu-ray discs. (or any part or variant thereofb) Seller covenants and agrees that for a period beginning at Closing and ending on the fifth anniversary of the Closing Date, Seller will not, and will cause its Affiliates not to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in solicit for employment or hire any Hired Employee unless Seller receives a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent release from Buyer of the restriction set forth in this Section 6.8(b) with respect to such Hired Employee. (c) Seller covenants and agrees that for a period beginning at Closing and ending on the fifth anniversary of the Closing Date, the Employee's affiliates or anyone else; or (iv) engage in or participate inSeller will not, and will cause its Affiliates not to, directly or indirectly, solicit any business conducted under any name end-user customer that shall be the same as has purchased a product or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% service of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded Business in the over-the-counter market shall not constitute a breach past 12 months either directly from the Business or indirectly through any partner or reseller of the foregoing Business (an “Active Business Customer”); provided that notwithstanding such non-solicitation covenant. The Employee , if during such five year period an Active Customer is entering into the foregoing covenant to assure the Company displaced by any product of the transfer Retained Business, Seller shall pay Buyer a one-time royalty fee set forth on Schedule 6.8(c). Seller or Buyer shall notify the other party in writing promptly after learning of such displacement. In addition, Seller covenants and agrees that for a period beginning at Closing and ending on the first anniversary of the goodwill of the SellersClosing Date, Seller will not, and in order to induce will cause its Affiliates not to, directly or indirectly, solicit any prospective customer identified on Schedule 6.8(c) for the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information targeted use case identified with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer such customer on Schedule 6.8(c) (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or supplierseach a “Prospective Business Matter”); provided, however, if either Buyer or Seller is interested in pursuing any Prospective Business Matter with a Retained Business solution, a commercial arrangement will be negotiated with Buyer that -------- ------- would provide a release from this restriction with respect to such Prospective Business Matter. For avoidance of doubt, nothing herein in this Agreement shall prohibit restrict Seller or its Affiliates from soliciting any customer, whether an Active Business Customer or related to a Prospective Business Matter, for an enterprise video content management solution. (d) For a period from the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but Closing until the Employee will give Pacer reasonably timely notice first anniversary of the receipt Closing, Seller will not solicit or enter into any commercial arrangements with the law enforcement partners set forth on Schedule 6.8(d) for such partners to resell, license or OEM Seller’s Retained Business products and technology. For avoidance of any such order or decree or legal requirementdoubt, and the foregoing this provision shall not apply preclude Seller from selling such Seller Retained Business products and technology directly to (i) any information which is such partners, not for resale, license or becomes generally available OEM to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationthird parties. (ce) As used hereinNeither Seller nor its Affiliates will disparage in any manner or by any means (whether written or oral, the term "Competing Business" shall mean express or implied), or engage in any ------------------ transportation conduct which defames, disparages, libels or other business that Pacer or slanders, Buyer in respect to any aspect of its affiliates has engaged in at any time during operation of the Employment Period Business. Neither Buyer nor its Affiliates will disparage in any city manner or county by any means (whether written or oral, express or implied), or engage in any stateconduct which defames, province disparages, libels or other political subdivision slanders, Seller in respect to any aspect of its operation of the United StatesRetained Business. (f) Notwithstanding anything herein to the contrary, Canada, Mexico, Japan this Section 6.8 shall not prohibit Seller or China including, without limitation, its Affiliates from (A) owning not in excess of 3% in the aggregate of any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation class of capital stock of any corporation if such stock is publicly traded and listed on any national or distribution services, (v) contract warehousing, freight handling regional stock exchange or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.on the NASDAQ national market,

Covenant Not to Compete. (a) During Executive recognizes that the Employment Period services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the two (2) year period following the date of termination protection of the Employment Period Company that Executive agree, and accordingly, Executive does hereby agree, that in consideration of the Company agreeing to the severance arrangements and the Change in Control provisions set forth in this Agreement, he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 5 (d) below): (i) engage in the business of the manufacture of, or retail or wholesale marketing, sale or distribution of products or services which the Company has marketed or is substantially planning to market during the term of this Agreement, including, without limitation, single source services to assist businesses in their hiring practices ranging from substance abuse testing, background screening to total program management and related services (the "Noncompetition PeriodRestricted Products"), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage either on his own behalf or participate in directly or indirectly (whether as an officer, director, employee, stockholder, partner, consultant, holder of an equity or debt investmentassociate, lender or in any other manner or capacityexecutive, includingmanager, without limitationmember, by the rendering of services or advice to any person)owner, agent, creditor, independent contractor, or lend your name (or co-venturer of any part or variant thereof) to, any Competing Business (as defined in below)third party; or (ii) dealemploy or engage, or seek to employ or engage, or assist anyone else to employ or engage or seek to employ or engage, any person who is then or at any time during the preceding year was in the employ of the Company or any of its affiliates, or an independent contractor who then or any at ant time during the preceding two years provided design, manufacturing, marketing or sales services in connection with the business of the Company or any of its Affiliates. (b) Executive hereby agrees that he will not, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit for or employ any officer, director or agent on behalf of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer himself or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellersthird party, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment term of this Agreement and during the Restricted Period and within the Restricted Area (a) solicit any customers of the Company for the sale of the Restricted Products, (b) persuade or seek to persuade any customer of the Company or its affiliates to cease to do business or to reduce the amount of business which any customer has customarily done or contemplates doing with the Company, whether or not the relationship between the Company and such customer was originally established in whole or in part through Executive's efforts; or (c) interfere in any city or county manner in any state, province or other political subdivision the relationship of the United StatesCompany with any of their respective suppliers, Canada, Mexico, Japan whether or China including, without limitation, any business engaged not the relationship between the Company and such supplier was originally established in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation whole or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementin part by Executive's efforts.

Covenant Not to Compete. (a) During The Company and the Employment Period Sellers acknowledge and for ------------------------ agree that they each have technical expertise associated with the two (2) year period following Company's business and are well known in the date presentation/communication industry. In addition, the Company and the Sellers have valuable business contacts with clients and potential clients and with professionals in the presentation/communication industry. The Company's reputation and good will is an integral part of termination business success throughout the areas where it conducts its business. If the Company or the Sellers deprive Buyer of any of its goodwill or in any manner uses its reputation and goodwill in competition with the Buyer, the Buyer will be deprived of the Employment Period benefits it has bargained for pursuant to this Agreement. Since the Company and the Sellers have the ability to compete with the Buyer in the operation of the Buyer's business, Buyer, therefore, desires that the Company and the Sellers enter into this covenant not to compete. But for Company's and the Sellers' entry into this covenant not to compete, Buyer would not enter into this Agreement. It is, therefore, understood and agreed that by the sale of the Company's assets, the Company and the Seller have transferred to Buyer all of their business goodwill as contemplated by, among other laws, California Business and Professions Code Section 16601. The Company and the Sellers, therefore, each agree that for a period of five (5) years from the Effective Date (the "Noncompetition PeriodTerm"), --------------------- the Employee they shall not not, without Buyer's prior written consent (which may be given or withheld in Buyer's sole and absolute discretion), directly or indirectly, (i) in any geographic area where Pacer conducts business during the Noncompetition Periodown, engage manage, join, operate or control, or participate in directly the ownership, management, operation or indirectly (whether control of, or be connected as an a director, officer, director, employee, partner, consultantconsultant or otherwise with, holder of an equity or debt investment, lender permit their names to be used by or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) toconnection with, any Competing Business (as defined in below); (ii) dealprofit or non- profit business or organization which produces, designs, conducts research on, provides, sells, distributes or markets products, goods, equipment or services which, directly or indirectlyindirectly compete with the Buyer's business, as conducted by the Company immediately prior to the Closing and as is proposed to be conducted by the Buyer after the Closing, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage Counties specified in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision Exhibit D attached hereto of the United States, Canada, Mexico, Japan or China including, without limitation, in any other countries in which the Company's business engaged in (i) intermodal marketing, is conducted; (ii) flatbed specialized hauling servicescall on or solicit or divert or take away from the Buyer (including without limitation by divulging to any competitor or potential competitor of the Buyer) any Person, firm or corporation or other entity who is or which at the Closing was a customer of the Company or whose identity is known to the Company or the Sellers at the Closing as one whom the Company or the Sellers intended to solicit; or (iii) less- then-truckload common carrier serviceshire or offer employment to or seek to hire or offer employment to any employee of the Company whose employment is continued by the Buyer after the Closing or any employee of any successor or affiliate of the Buyer, unless Buyer first terminates the employment of such employee or gives its written consent to such employment or offer of employment. The Company and the Sellers acknowledge that the provisions of this (ivS)5(f) drayageare reasonable and necessary to protect legitimate interests of Buyer. The Company and the Sellers further acknowledge that any breach of this (S) 5(f) by them will cause irreparable injury to Buyer, consolidationfor which the available remedies at law will not be adequate. Accordingly, deconsolidation in the event of any such breach or distribution servicesthreatened breach of any provisions of this (S)5(f), in addition to any other remedy provided by law or in equity, the Buyer shall be entitled to appropriate injunctive relief and/or specific performance, in any court of competent jurisdiction, restraining the Company and/or the Sellers from any such actual or threatened breach of this section without posting bond or other security. The Company and the Sellers stipulate to the entry against it of any temporary, preliminary or permanent injunction and agree not to resist the Buyer's application for such equitable relief, except on the grounds that the acts or omissions alleged do not violate any of the provisions of this section. The Company and the Sellers shall, in the event that any injunctive relief or damages shall be granted to the Buyer, pay all of the Buyer's reasonable costs and expenses, including attorneys' fees, incurred in obtaining such relief. If the final judgment of a court of competent jurisdiction declares that any term or provision of this (vS)5(f) contract warehousingis invalid or unenforceable, freight handling the Parties agree that the court making the determination of invalidity or logistic servicesunenforceability shall have the power to reduce the scope, (vi) comprehensive transportation management programs duration, or services area of the term or provision, to third party customersdelete specific words or phrases, (vii) freight consolidation or to replace any invalid or unenforceable term or provision with a term or provision that is valid and deconsolidationenforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, (viii) traffic management and (ix) railroad signal project managementthis Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete. (a) During the Employment Period and For a period for the two (2) year period following five years from the date of termination of the Employment Period Closing (the "Noncompetition Period"), --------------------- the Employee shall Seller will not directly or indirectly: (i) engage in, continue in or carry on any business which competes with the tape and shrink film business of the Company or any of its Subsidiaries as conducted on the date hereof (the "Business") or is substantially similar thereto, including owning or controlling any financial interest in any geographic area where Pacer conducts corporation, partnership, firm or other business during the Noncompetition Periodorganization which is so engaged; (ii) consult with, engage advise or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or assist in any way, whether or not for consideration, any corporation, partnership, firm or other manner business organization which is now or capacitybecomes a competitor of the Company or Buyer in any aspect with respect to the Business, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) but not limited to, advertising or otherwise endorsing the products of any Competing Business (such competitor; soliciting customers or otherwise serving as defined an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to or engaging in below); (ii) deal, directly or indirectly, in a competitive manner any form of business transaction on other than an arm's length basis with any customers doing business with Pacer during the Noncompetition Periodsuch competitor; or (iii) solicit or employ any officer, director or agent of Pacer offer employment to become an officer, director, or agent employee of the EmployeeCompany, without the Employee's affiliates or anyone elseprior written consent of Buyer; or provided, however, that the foregoing shall not prohibit (iva) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name ownership by Seller of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock corporations which are listed on a national securities exchange or actively traded in the national over-the-counter market in an amount which shall not constitute a breach exceed 5% of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company outstanding shares of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. any such corporation or (b) any offer by Seller to employ a person in a business which does not compete with the business of IPG or the Company or which is for a position outside the United States, Mexico or Canada. The Employee will parties agree that Buyer may sell, assign or otherwise transfer this covenant not at any time after the date hereof divulgeto compete, furnish to in whole or make accessible to anyone any knowledge or information with respect to confidential or secret processesin part, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential person, corporation, firm or secret aspects entity that purchases all or part of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, the Company. The parties agree that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach geographic scope of this Agreement or (ii) is or becomes available covenant not to the Employee on a non-confidential basis from a source who is notcompete shall extend to any city, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of any country in North America, each of which is deemed to be separately named herein. Recognizing the United Statesspecialized nature of the business transferred to Buyer and the scope of competition, CanadaSeller acknowledges the geographic scope of this covenant not to compete to be reasonable. The parties intend that the covenant contained in this Section 10.3 shall be construed as a series of separate covenants, Mexicoone for each city, Japan county or China includingpolitical subdivision of each country in North America, each of which is deemed to be separately named herein, each for a series of one-year periods within the Period. Except for geographic coverage and periods of effectiveness, each such separate covenant shall be identical in terms. If in any judicial proceeding a court shall refuse to enforce any of the separate covenants deemed included in this Section 10.3(a), then such unenforceable covenant shall be deemed eliminated for the purpose of that proceeding to the extent necessary to permit the remaining separate covenants to be enforced. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographic 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 limitationfurther action on the part of any person, any business engaged to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementsuch jurisdiction.

Covenant Not to Compete. (a) During Employee agrees that during the Term of Employment Period and for the two (2) one year period following the date thereafter she will not, directly or indirectly, for herself or on behalf of termination or in conjunction with any other person, persons, company, partnership, corporation or business of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not whatever nature: (i) in any geographic area where Pacer conducts business during the Noncompetition Periodengage, engage or participate in directly or indirectly (whether as an officer, director, employeeshareholder, owner, partner, consultantjoint venturer, holder or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company or the Subsidiary, within any jurisdiction in which the Company or the Subsidiary is duly qualified to do business, or within any marketing area in which the Company or the Subsidiary is doing a material amount of an equity or debt investment, lender business or in any other manner area in which the Company or capacitythe Subsidiary is in the process of initiating business operations during the term of this covenant (the "Territory"); (ii) call upon or contact any person who is, includingat that time, without limitationwithin the Territory, an employee of the Company (including the subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided, that Employee shall be permitted to call upon and hire any member of her immediate family; (iii) call upon or contact any person or entity which is, at that time, or which has been, within one year prior to that time, a customer of the Company (including the subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company (or its subsidiaries) within the Territory; (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor, which candidate was either called upon by the rendering Company (including the subsidiaries thereof) or for which the Company (or its subsidiaries) made an acquisition analysis, for the purpose of services acquiring such entity; or (v) disclose customers, whether in existence or advice proposed, of the Company (or its subsidiaries) to any person), firm, partnership, corporation or lend your name business for any reason or purpose whatsoever. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than three percent (or any part or variant thereof3%) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital a competing business, whose stock listed is traded on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenantcounter. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the acknowledges Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationownership interest in Validata Servicios de Captura. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During the Employment Period and Seller agrees that it will not, for the two a period of five (25) year period years following the date of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealClosing Date, directly or indirectly, whether on its own account or as a shareholder, partner, joint venturer and/or agent of any person, firm, corporation or other entity or otherwise, directly or indirectly: (i) own, manage, operate, join, control or participate in a competitive manner the ownership, management, operation, or control of any business or enter into or engage in any business which competes with the SMT Business as conducted by Seller; or (ii) induce or encourage any customer of the SMT Business to terminate its relationship with Buyer or solicit customers doing or business patronage which results in direct competition with Pacer during the Noncompetition PeriodSMT Business as conducted by Seller; or (iii) solicit promote or employ assist, financially or otherwise, any officerperson, director firm, association, corporation or agent of Pacer to become an officer, director, other entity engaged in any business which competes with the SMT Business as conducted by Seller (except investments in three percent (3%) or agent less of the Employeecapital stock of any corporation subject to the Securities Exchange Act of 1934, as amended). In the event that, after the Closing Date, Seller sells the Retained Businesses, in whole or in part, to any purchaser who, prior to and at the time of such sale, operated a business which directly or indirectly competes with the SMT Business, the Employee's affiliates provisions of this Section 5.1(a) shall be automatically and irrevocably excluded from the terms of Section 8.3 hereof such that the purchaser of the Retained Businesses, in whole or anyone else; or in part, shall not be bound hereby. (ivb) engage in or participate inBuyer agrees that it will not, directly or indirectly, any business conducted under any name that shall be the same whether on its own account or as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities a shareholder, partner, joint venturer and/or agent of any person, firm, corporation with one or more classes of its capital stock listed on a national securities exchange other entity or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellersotherwise, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. directly or indirectly: (bA) The Employee will not at use any time after the date hereof divulgesecrets, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitationinformation, customer lists, supplier lists information, and pricing arrangements with customers all other data of or suppliers); providedpertaining to Seller (other than the SMT Business) and Seller's affiliates, however, that -------- ------- nothing herein shall prohibit their respective businesses (other than the Employee from complying with any order SMT Business) or decree of any court of competent jurisdiction financial affairs or governmental entity or products and services (other requirements of law, but than the Employee will give Pacer reasonably timely notice products and services of the receipt SMT Business) (collectively, "Seller's Confidential Information") that are not and have not become ascertainable from public or published record, to compete with the business activities of the Retained Businesses; or (B) use the trade name, "Research International" or any such order or decree or legal requirement, and the foregoing provision shall not apply to derivations thereof (i) in connection with any information which is or becomes generally available to business activities that compete with the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision activities of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketingRetained Businesses, (ii) flatbed specialized hauling servicesin any way that suggests Buyer has control over Seller or is an affiliate, partner or joint venturer of Seller, or (iii) less- then-truckload common carrier servicesin any way that would cause confusion with the business activities of the Retained Businesses. In addition, (iv) drayageBuyer shall, consolidationand shall cause its affiliates to, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services maintain Seller's Confidential Information in strict confidence in accordance with the procedures Buyer uses to third party customers, (vii) freight consolidation protect its own information of a similar nature and deconsolidation, (viii) traffic management and (ix) railroad signal project managementshall not use any such Seller's Confidential Information for any purpose.

Covenant Not to Compete. (a) During From and after the Employment Period Closing, and for the two a period of four (24) year period years following the date Closing Date, other than for the purpose of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) winding-down the Excluded Assets specified in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any personSections 1.2(a)(i), or lend your name (or any part or variant thereof1.2(a)(ii)(E) to, any Competing Business (as defined in below); and 1.2(a)(ii)(F) and (ii) dealany Branch Office (including all assets and liabilities relating thereto) excluded from the Assets and Assumed Liabilities and held by Seller as of the Closing Date, directly Seller shall not, and shall cause Parent and the subsidiaries of Parent and Seller not to, enter into any agreement to, acquire, lease, purchase, own, operate or indirectlyuse any building, office or other facility or premises located in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officerSpecified Localities for the purpose of making loans, director or agent of Pacer to become an officeraccepting deposits, directorcashing checks, originating mortgages, or agent offering brokerage or insurance services. Notwithstanding the foregoing, nothing in this Section 4.21(a) shall restrict Seller, Parent or their respective subsidiaries from (i) maintaining any existing lending relationship with or extending any new loans to any existing customer, including any customer of a Branch Office, any of whose loans are not acquired by Purchaser hereunder or (ii) extending any new land development and residential real estate construction loans to any customer, including any customer of a Branch Office; provided that any of the Employee, the Employee's affiliates or anyone else; activities described in clauses (i) or (ivii) engage do not close in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase AgreementSpecified Localities. (b) The Employee will not at any time after Notwithstanding anything to the date hereof divulgecontrary set forth therein, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision restrictions set forth in Section 4.21(a) shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business Person that Pacer acquires all or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision portion of the United Statesassets or equity interests in Seller, CanadaParent or their respective subsidiaries, Mexico, Japan or China including, without limitation, including any business engaged in acquisition of branch offices other than the Branch Offices (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayagewhether by merger, consolidation, deconsolidation stock or distribution servicesasset purchase, (vor other similar transaction) contract warehousing, freight handling so long as such Person does not use any of Seller’s brands or logistic services, (vi) comprehensive transportation management programs any Records or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementinformation derived therefrom in engaging in any of the activities set forth in Section 4.21(a).

Covenant Not to Compete. (a) During The Employee acknowledges and recognizes the Employment Period and for the two (2) year period following the date of termination highly competitive nature of the Employment Company's Business and the goodwill, continued patronage, and specifically the names and addresses of the Company's Clients (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money and effort. Accordingly, in consideration of the execution of this Agreement, the Employee agrees to the following: i. That during the Restricted Period (as hereinafter defined) and within the "Noncompetition Period"Restricted Area (as hereinafter defined), --------------------- the Employee shall not (i) will not, individually or in conjunction with others, directly or indirectly, engage in any geographic area where Pacer conducts business during the Noncompetition PeriodBusiness Activities (as hereinafter defined), engage or participate in directly or indirectly (whether as an officer, director, employeeproprietor, employer, partner, independent contractor, investor (other than as a holder solely as an investment of less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, holder of an equity advisor, agent or debt investmentotherwise. ii. That during the Restricted Period and within the Restricted Area, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealEmployee will not, directly or indirectly, in compete with the Company by soliciting, inducing or influencing any of the Company's Clients which have a competitive manner business relationship with any customers doing business with Pacer the Company at the time during the Noncompetition Period; Restricted Period to discontinue or reduce the extent of such relationship with the Company. iii. That during the Restricted Period and within the Restricted Area, the Employee will not (iiiA) directly or indirectly recruit, solicit or employ otherwise influence any officer, director or agent of Pacer to become an officer, director, employee or agent of the EmployeeCompany to discontinue such employment or agency relationship with the Company, the Employee's affiliates or anyone else; or (ivB) engage in employ or participate inseek to employ, or cause or, permit any business which competes directly or indirectly, indirectly with the Business Activities of the Company (the "Competitive Business") to employ or seek to employ for any business conducted under any name that shall be the same as Competitive Business employs or similar seeks to the name of Pacer or any trade name used by it. Ownership employ such person) employed by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase AgreementCompany. (b) The iv. That during the Restricted Period the Employee will not at interfere with, or disrupt or attempt to disrupt any time after past, present or prospective relationship, contractual or otherwise, between the date hereof divulgeCompany and any supplier, furnish to customer, employee or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects agent of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationCompany. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During the Employment Period and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall Each Management Seller undertakes not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, to engage or participate in directly participate, and not to be or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, shareholder (except for a passive shareholding not exceeding 5% in a publicly listed company), owner, employee, representative, consultant or agent of the Employeeadvisor of, the Employee's affiliates for or anyone else; to any Person that engages or (iv) engage in or participate inparticipates, whether directly or indirectly, in any business conducted under any name activities that shall may be the same as competing with or similar harmful to the name of Pacer or any trade name used by it. Ownership business that is conducted by the Employee Acquired Companies (including the product roadmap in the current field of business), including launching or causing the launching of any products that may compete with the products that are being developed in the current field of business, manufactured and/or sold by the Acquired Companies, anywhere in the world. Seller 10 undertakes not to engage or participate, and not to be or become an officer, director, shareholder (except for investment a passive shareholding not exceeding 5% in a publicly listed company), owner, employee, representative, consultant or advisor of, for or to any Person that engages or participates, whether directly or indirectly, in any activities that may be competing with or harmful to the business that is currently conducted by the Acquired Companies (including the product roadmap in the current field of less than 2% business), including launching or causing the launching of any products that may compete with the products that are currently being developed in the current field of business, manufactured and/or sold by the Acquired Companies, anywhere in the world. Each Management Seller and Seller 10 undertakes not to: (a) hire any individual who is (or was) an employee of any of the outstanding shares of capital stock or class of debt securities of Acquired Companies at any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in time from the over-the-counter market shall not constitute a breach of date hereof through the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. Closing Date; (b) The Employee will not hire any individual who is (or was) a consultant or independent contractor of any of the Acquired Companies at any time after from the date hereof divulgethrough the Closing Date to the extent that such hiring will interfere in any material respect with, furnish to or make accessible to anyone will have an adverse impact in any knowledge or information with material respect to confidential or secret processeson, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer any of the Acquired Companies; (includingc) directly or indirectly, without limitationpersonally or through others, customer listsencourage, supplier lists and pricing arrangements with customers induce, attempt to induce, solicit or suppliers); providedattempt to solicit (on such Seller’s own behalf or on behalf of any other Person) any such individual to leave his or her employment, however, that -------- ------- nothing herein shall prohibit the Employee from complying consulting or independent contractor relationship with any order of the Acquired Companies; (d) directly or decree indirectly, personally or through others, interfere or attempt to interfere with the relationship of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of Acquired Companies with any such order or decree or legal requirement, and the foregoing provision shall not apply to Person that: (i) any information which is a customer (or, based upon preliminary or becomes generally available other negotiations between an Acquired Company and such Person prior to the public through no breach Closing, is expected to become a customer) of this Agreement any of the Acquired Companies; or (ii) has a business relationship (or, based upon preliminary or other negotiations between an Acquired Company and such Person prior to the Closing, is expected to have a business relationship) with any of the Acquired Companies; or (e) intentionally libel, slander or disparage Purchaser or any of Purchaser’s affiliates (including the Acquired Companies) in any manner that is or becomes available (or could reasonably be expected to be) harmful to Purchaser or any such affiliate or to the Employee on a non-confidential basis from a source who is notbusiness, to the Employee's knowledge, prohibited from disclosing the same by business reputation or personal reputation of Purchaser or any legal such affiliate. Financial Sellers shall ensure that no current employee or contractual obligation. representative of Montagu Private Equity LLP (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates affiliates) that is or has engaged in at been an employee or director of any time during the Employment Period in Acquired Company directly or indirectly takes (or requests, advises or causes any city or county in other Person to take) any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged actions described in clauses “(i) intermodal marketing, a)” through “(ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation e)” of the immediately preceding paragraph. The covenants of Sellers set out in this Article 8.2 shall be valid and deconsolidation, (viii) traffic management and (ix) railroad signal project managementenforceable for a period of three years after the Closing Date.

Covenant Not to Compete. (a) During Each Seller agrees that for a period of three (3) years after the Employment Period Closing Date, he will not, and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period")he will cause his respective Affiliates not to, --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender either alone or in conjunction with any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealPerson, directly or indirectly: (i) own, manage, operate, provide financing to, or join, control or participate in the ownership, management, operation or control of, or provision of financing to, any business wherever located (whether in corporate, proprietorship or partnership form or otherwise), if such business is competitive with the Business as currently conducted or as it has been conducted during the twelve (12) month period prior to the Closing Date; (ii) for the direct or indirect benefit of any Person engaged in the business of manufacturing or selling products which are competitive with the products manufactured or distributed on the date hereof by the Business (a competitive manner "COMPETITOR"), seek to procure orders from, or do business with, or procure directly or indirectly with any customers doing other Person, or procure orders from or do business with Pacer with, any Person who or which has been a customer of the Business at any time during the Noncompetition Period; period of twelve (12) months prior to the Closing Date; (iii) for the direct or indirect benefit of any Competitor, engage, employ, solicit or employ contact with a view to the engagement or employment by any officerPerson, director any Person who has been an employee, officer or agent manager of Pacer Company in the twelve (12) months prior to become an officerthe Closing Date, directorin any case if the employee, officer or agent manager either was, as a part of his or her duties, privy to Confidential Information or know-how or would be in a position to exploit the trade connections of the Employee, the Employee's affiliates or anyone elseBusiness; or or (iv) seek to contract with or engage (in such a way as to adversely affect the Business as operated on the date of this Agreement) any Person who or participate inwhich is a party to a Contractual Obligation with the Business, directly or indirectlyhas otherwise been engaged to manufacture, any business conducted under any name that shall be the same as assemble, supply or similar deliver products, goods, materials or services to the name Business, at any time during the period of Pacer twelve (12) months prior to the Closing Date. Provided, however, that ownership or any trade name used acquisition by it. Ownership by the Employee a Seller and Affiliates of an aggregate of (calculated for investment of such Seller and Affiliates, collectively) less than 2% five percent (5%) of the outstanding shares of capital stock or class of debt securities of any corporation publicly traded company or substantially similar to or which compete with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market Business shall not constitute a breach violation of this SECTION 6.4; PROVIDED HOWEVER, in the event the employment of either Seller is terminated by Company for any reason other than for "cause" pursuant to Section 5 of the foregoing covenant. The Employee is entering into Employment Letter Agreement between Company and said Seller dated January 16, 2001, the foregoing covenant provisions of SECTION 6.4(A) shall only apply to assure that terminated employee until the Company second anniversary of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase AgreementClosing Date. (b) The Employee will not at any time after Sellers and Buyer acknowledge and agree that, (i) they regard the date hereof divulgerestrictions contained in SECTIONS 6.3 AND 6.4 as reasonable and designed to provide Buyer with limited, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect legitimate and reasonable protection against subsequent diminution of the value of Business attributable to any confidential actions of Seller, or secret aspects any of their Affiliates contrary to such covenants, and (ii) because the legal remedies of Buyer may be inadequate in the event of a breach of, or other failure to perform, any of the business of Pacer covenants and obligations set forth in SECTIONS 6.3 AND 6.4, Buyer may, in addition to obtaining any other remedy or relief available to it (including, without limitation, customer listsconsequential and other damages at law), supplier lists obtain specific enforcement of SECTIONS 6.3 AND 6.4 and pricing arrangements with customers or suppliers); providedother equitable remedies. Sellers also acknowledge and agree that no breach by Buyer of, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of lawfailure by Buyer to perform, but the Employee will give Pacer reasonably timely notice any of the receipt covenants or obligations of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of Buyer under this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by otherwise shall relieve Sellers of any legal or contractual obligationof their obligations under SECTIONS 6.3 AND 6.4. (c) As used hereinIf the final judgment of a court of competent jurisdiction declares that any term or provision of this SECTION 6.4 is invalid or unenforceable, the term "Competing Business" Parties agree that the court making the determination of invalidity or unenforceability shall mean any ------------------ transportation have the power to reduce the scope, duration, or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision area of the United Statesterm or provision, Canadato delete specific words or phrases, Mexicoor 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, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementthis Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete. (a) During the Employment Period and In consideration for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period")Purchase Price to be paid by Purchaser under Section 3 hereof, --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business each Seller Entity agrees that during the Noncompetition PeriodRestrictive Period applicable to it or him, engage it or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealhe will not, directly or indirectly, within the Territory, engage in or have any interest in any Person (whether as a competitive manner with securityholder, creditor or otherwise) that engages in any customers Restricted Activities. In particular, but without limitation, such Seller Entity will not, during the Restrictive Period applicable to it or him, (i) solicit of any Person any business involving Restricted Activities; (ii) cause, induce, or attempt to cause or induce any client, employee, consultant or other business relation of Purchaser to cease doing business with Pacer during Purchaser or to deal with any competitor of Purchaser or take any action with respect to any such client, employee, consultant or other business relation that could reasonably be expected to interfere with its relationship with Purchaser, in each case in connection with the Noncompetition PeriodRestricted Activities; or (iii) solicit cause, induce or employ attempt to cause or induce any officerclient, director employee, consultant or agent other business relation of Pacer Seller on the Closing Date or within the year preceding the Closing Date to become an officercease doing business with Purchaser or to deal with any competitor of Purchaser or take any action with respect to any such client, directoremployee, consultant or agent other business relation that could reasonably be expected to interfere with its relationship with Purchaser, in each case in connection with the Restricted Activities. Each Seller Entity acknowledges that the provisions of this Section 4.1 are reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the value of the EmployeePurchased Assets and to prevent any unfair advantage being conferred on the Seller Entities. Notwithstanding anything to the contrary contained herein, a Seller Entity may own up to 1% of the Employee's affiliates or anyone else; or (iv) engage capital stock of any entity engaged in or participate inany Restricted Activities that is publicly traded, provided that such Seller Entity does not control, directly or indirectly, any business conducted under any name that shall be through one or more entities or groups (whether formal or informal), the same as voting or similar to the name disposition of Pacer or any trade name used by it. Ownership by the Employee for investment of less greater than 21% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt aggregate beneficial ownership interest of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationentity. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. (a) During the Employment Period and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period"Subject to Section 9.5(b), --------------------- for a period of three (3) years after the Employee shall not (i) in Closing Date, neither Sellers nor any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealtheir Affiliates will, directly or indirectly, own, manage, operate, join, control or participate in a competitive manner with the ownership, management, operation, financing or control of, any customers doing business with Pacer during whether in corporate, proprietorship or partnership form or otherwise as more than five percent owner in such business where such business includes the Noncompetition Periodmanufacture or distribution of products of the type manufactured by the Business as of the Closing Date ("Seller Restricted Products"), provided that the following shall not be deemed to be Seller Restricted Products: (i) Sellers' inventory of personal care products held for use in Sellers' international business that is on hand as of the Closing Date; (ii) Effervescent Denture Products sold by Sellers outside of the United States; and (iii) solicit or employ products purchased by Sellers from Buyer pursuant to the Contract Manufacturing Agreement in the form attached hereto as Exhibit G to be executed by Perrigo and Buyer at the Closing. Buyer agrees that for a period of three (3) years after the Closing Date, neither it nor any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate inits Affiliates will, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation, financing or control of, any business conducted under any name that shall be whether in corporate, proprietorship or partnership form or otherwise as more than a five percent owner in such business where such business includes the same as manufacture or similar to the name distribution of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% pharmaceutical and nutritional products of the outstanding shares type manufactured by Sellers as of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market Closing (the "Buyer Restricted Products"); provided that products purchased from Perrigo under the Contract Manufacturing Agreement shall not constitute a be Buyer Restricted Products. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing covenantwill be inadequate and that the aggrieved party, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. The Employee is entering into In the foregoing covenant event that the provisions of this Section 9.5 should ever be deemed to assure exceed the Company of limitation provided by applicable law, the transfer of parties agree that such provisions shall be reformed to set forth the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreementmaximum limitations permitted. (b) The Employee will not Notwithstanding the provisions of Section 9.5(a), neither Sellers nor Buyer shall be deemed to be in violation of this Section 9.5 if they acquire an interest in a business that at any the time after of such acquisition produces, sells and/or distributes the date hereof divulgeSeller Restricted Products or the Buyer Restricted Products, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of as the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers)case may be; provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is during the twelve (12) month period preceding the closing of such acquisition the sales volume of the acquired business of personal care products (whether or becomes generally available to not specifically included in the public through no breach definition of this Agreement Seller Restricted Products), or pharmaceutical and nutrition products (whether or not specifically included within the definition of Buyer Restricted Products), as the case may be, was not more than twenty percent (20%) of the total sales volume of the acquired business during such twelve (12) month period; (ii) is Sellers or becomes available Buyer, as the case may be, shall only be permitted to continue selling the Employee on a non-confidential basis from a source who is notSeller Restricted Products or the Buyer Restricted Products, as the case may be, that were produced, sold and/or distributed during such twelve (12) month period by the acquired business and shall not be permitted to expand such business into other products; and (iii) Sellers or Buyer, as the case may be, shall only have the right to sell the Seller Restricted Products or the Buyer Restricted Products, as the case may be, to customers to whom the Employee's knowledge, prohibited from disclosing acquired business was selling such products as of the same by closing of such acquisition and not to any legal or contractual obligationnew customers. (c) As used hereinFor a period of one (1) year after the Closing Date, neither Seller shall, directly or through any Affiliate, solicit any sale of products sold under the term "Competing Business" shall mean Good Sense label to any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision customer who as of the United StatesClosing Date purchases products sold under the Swan label, Canadaand Buyer shall not, Mexicodirectly or through any Affiliate, Japan or China includingsolicit any sale of products sold under the Swan label to any customer who as of the Closing Date purchases products sold under the Good Sense label. The foregoing restriction shall not prohibit any party from making sales to any customer who, without limitationsolicitation from such party or its Affiliates, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services decides to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementpurchase products under a different label.

Covenant Not to Compete. (a) During The Executive covenants that while the Employment Period Executive is employed by the Company and for the two a period of twelve (212) year period following months from the date of termination of the Employment Period (Executive’s employment for any reason, the "Noncompetition Period"), --------------------- the Employee Executive shall not directly or by assisting others do any of the following: (i) engage as a consultant, advisor, or manager—capacities in any geographic area where Pacer conducts business during which the Noncompetition Period, engage or participate in directly or indirectly (Executive will have acted for the Company—whether as an officer, director, employee, partnerindependent contractor, consultantproprietor, holder of an equity or debt investmentotherwise, lender or in any other manner or capacitybusiness that both provides radio broadcasting services, including, without limitation, by which is the rendering business of services or advice to any personthe Company (the “Business”), or lend your name (or and serves any part or variant thereof) to, any Competing Business of the listening areas (as defined in belowby the Arbitron Metro Survey Area) served by the Company on the date of the termination of the Executive’s employment or such additional listening areas as the Executive knows as of such date the Company has definite and immediate plans to conduct the Business (a “Competing Business”); (ii) for the purpose of furthering or assisting any business, solicit or attempt to solicit any client, customer, or account of the Company (A) that, during the twelve (12) month period prior to the date of such termination of employment, has obtained or contracted to obtain services from the Company and with which the Executive or Company personnel or representatives for whom or which the Executive had responsibility had contact during the term of the Executive’s employment by the Company; (B) that the Executive knows were prospective clients, customers, or accounts that the Company was actively seeking on the date of termination of the Executive’s employment (whether or not such individual or entity has yet become an actual client or customer); (iiC) dealabout which the Executive obtained Confidential Information in the ordinary course of business as a result of the Executive’s association with the Company; or (D) that received products or services authorized by the Company, directly the sale or indirectlyprovision of which resulted in commissions, in a competitive manner with any customers doing business with Pacer during earnings, or other compensation for the Noncompetition PeriodExecutive; or (iii) for himself or for or on behalf of any business, entity or individual, divert, solicit or employ any officer, director or agent of Pacer to become an officer, directorhire away, or agent of the Employeeattempt to divert, the Employee's affiliates solicit or anyone else; or (iv) engage in or participate in, directly or indirectlyhire away, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed individual who, on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to of such termination or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligation. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city twelve (12) month period immediately preceding such date, was employed, retained, or county in any stateengaged by the Company as an employee of, province or other political subdivision provider of services to, the Company and with whom the Executive had contact during performance of the United StatesExecutive’s job duties to the Company to leave such employ or service with the Company for any employment or similar services opportunity with any other business; regardless of whether such individual is or was a full-time employee, Canadapart-time employee, Mexicotemporary worker, Japan or China includingindependent contractor of the Company; employed, without limitationretained, any business or engaged in (i) intermodal marketingpursuant to a written agreement; or employed, (ii) flatbed specialized hauling servicesretained, (iii) less- thenor engaged for a determined period or at-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementwill.

Covenant Not to Compete. (ai) During Subject to the Employment Period and for Closing having occurred, without the two (2) year period following the date prior written consent of termination Buyer, neither Sellers, Marvel or any subsidiary of the Employment Period Marvel (the "Noncompetition PeriodNon-Compete Group")) will, --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officerthrough any partnership of which it or any such person is a member, directorthrough any trust in which it or any such person is a beneficiary or trustee, employeeor through a corporation or other association in which it or any such person has any interest, partnerlegal or equitable, consultant, holder of an equity or debt investment, lender or in any other manner capacity whatsoever), engage in any business competitive with the Business as conducted on the Closing Date in any county or capacityany other political subdivision of any state of the United States of America or of any other country in the world where the Sellers conduct its Business as of the Closing Date; provided, however, -------- ------- that nothing in this Section 6(h) shall be construed to prevent Marvel from licensing its characters in any manner, including without limitation, for trading and/or entertainment card purposes. This covenant not to compete shall extend for a period of three (3) years from the Closing Date, or until such earlier time as Buyer, its successors or assigns, shall cease to carry on or have an interest in the Business and the Acquired Assets acquired hereunder. (ii) Sellers on behalf of themselves and the Non-Compete Group acknowledge that they intend that the Non-Compete Group shall fully and effectively convey to Buyer all rights to be transferred to Buyer pursuant to Section 1(a)(vii) hereof, including, without limitation, by each process, invention, trade secret, formula and other item of know-how relating to the rendering Business. Accordingly, notwithstanding the expiration of services or advice the covenant not to any personcompete set forth in this Section 6(h), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during at all times thereafter the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that Non- Compete Group shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market keep confidential and shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant disclose to assure the Company of the transfer of the goodwill of the Sellers, others any proprietary rights and in order shall not use or permit to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at be used any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers)proprietary rights; provided, however, that such proprietary rights do not include -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to information which (i) any information which is or becomes was generally available to the public through no breach other than as a result of a disclosure by any member of the Non-Compete Group in violation of this Agreement Agreement, (ii) was independently developed after the Closing Date by the Non-Compete Group or becomes known after the Closing Date to any member of the Non-Compete Group or any of their respective directors or officers, or (iiiii) is or becomes available to any member of the Employee on Non-Compete Group or any of their respective directors or officers by a non-confidential basis from third party having a source who is not, lawful right to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationdisclose such information. (ciii) As used hereinThe parties hereto agree that the duration and area for which the covenant not to compete set forth in this Section 6(h) is to be effective are reasonable. In the event that any court of competent jurisdiction determines that the time period or the area, or both of them, are unreasonable and that such covenant is to that extent unenforceable, the term "Competing Business" parties hereto agree that the covenant shall mean any ------------------ transportation or other business remain in full force and effect for the greatest time period and in the greatest area that Pacer or any would not render it unenforceable. The parties intend that this covenant shall be deemed to be a series of its affiliates has engaged in at any time during separate covenants, one for each and every county of each and every state of the Employment Period in any city or county in any state, province or other United States of America and each and every political subdivision of each and every county outside the United StatesStates of America where this covenant is intended to be effective. Sellers on behalf of themselves and the Non-Compete Group agree that damages are an inadequate remedy for any breach of this covenant and that Buyer shall, Canadawhether or not it is pursuing any potential remedies at law, Mexico, Japan be entitled to equitable relief in the form of preliminary and permanent injunctions upon any actual or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, threatened breach of this covenant. (iv) drayage, consolidation, deconsolidation or distribution services, (vThe parties hereto acknowledge that the covenant not to compete set forth in this Section 6(h) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services has not been bargained for separate and apart from the Purchase Price to third party customers, (vii) freight consolidation be paid for the Acquired Assets and deconsolidation, (viii) traffic management and (ix) railroad signal project managementthat no part of such Purchase Price is allocable to such covenant not to compete.

Covenant Not to Compete. (a) During the Employment Period and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) Seller hereby agrees that, except as provided below, for a period commencing on the Closing Date and terminating on the third anniversary of the Closing Date, it will not, except in any geographic area where Pacer conducts business during the Noncompetition Periodcase of a Permitted Investment, engage or participate in directly or indirectly engage in (whether as an officeror become a partner or shareholder in or otherwise participate in the management or operation of any venture or enterprise of any kind that engages in) the business of distributing food and related products in the vending, directorsystems or broadline channels of the foodservice industry (the “Restricted Business”), employeein the continental United States (the “Non–Competition Area”); provided, partnerthat Seller may own in the aggregate up to 5% of any outstanding class of equity securities of any entity engaged in the Restricted Business in the Non–Competition Area, consultant, holder the equity securities of an equity which are publicly traded on a domestic or debt investment, lender foreign stock exchange or in any other manner a domestic or capacityforeign over–the–counter market. None of the marketing, including, without limitation, by the rendering of services or advice to any person)distribution, or lend your name (sale after Closing by Seller or any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealits affiliates, directly or indirectly, of products of any nature manufactured by or on behalf of Seller or any of its affiliates (including products co-packed by others for Seller or any of its affiliates) shall be deemed to constitute part of the Restricted Business for any purpose hereof. Further, nothing in this Section 5(f)(i) shall be deemed to restrict or prohibit Seller from entering into an agreement (or consummating the transactions contemplated by any such agreement) after Closing with a competitive manner with person engaged in the Restricted Business relating to the acquisition of Seller or any customers doing business with Pacer of its affiliates or all or any portion of the equity interests or businesses of such persons. Seller acknowledges that the restrictions and covenants contained in this Section 5(f) are a material inducement to and consideration for Buyer in entering into this Agreement and consummating the transactions contemplated hereby. (ii) For purposes of this Section 5(f), a Permitted Investment means an acquisition after the Closing of an entity or all or any portion of its equity interests or of its businesses (the entity or businesses so acquired called the “Acquired Business”) if that portion of the Acquired Business that is engaged in the Restricted Business in the Non-Competition Area generated less than $100 million in revenues during the Noncompetition Period; most recently completed fiscal year of the Acquired Business preceding the date of the acquisition. (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent Seller hereby agrees that for the period commencing on the Closing Date and ending on the second anniversary of the EmployeeClosing Date, the Employee's affiliates or anyone else; or (iv) engage in or participate inneither Seller nor any of its subsidiaries will, directly or indirectly, solicit for hire any business conducted under any name that shall be person who is at the same as or similar to time of such solicitation a management-level employee of the name of Pacer Company or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers)Subsidiaries; provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely notice of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a nonrestrict Seller from using general solicitations such as “help-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationwanted” advertising and advertising in internet job search services. (c) As used herein, the term "Competing Business" shall mean any ------------------ transportation or other business that Pacer or any of its affiliates has engaged in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project management.

Covenant Not to Compete. Each Shareholder agrees that, unless acting with the prior written consent of the Buyer, he will not, directly or indirectly, (a) During the Employment Period and for the For a period of two (2) years after the Closing Date, within 100 miles of any office location for which such Shareholder has management responsibility, or for a period of one (1) year period following after the date Closing Date and within 100 miles of termination a location in which there is any office or facility of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not Buyer: (i) without the prior written approval of Buyer, which approval may be granted or denied in the sole discretion of the Buyer, directly or indirectly, own, manage, operate, control, be employed by, consult with, participate in, or be connected in any geographic area where Pacer conducts business during manner with the Noncompetition Periodownership, engage or participate in directly or indirectly (whether as an officermanagement, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person)operation, or lend your name (or control of any part or variant thereof) to, any Competing Business (as defined in below); (ii) dealbusiness which engages, directly or indirectly, in the (a) placement of technical personnel or (b) business of providing technical project management services in competition with the Buyer's business as conducted on the date hereof; (ii) be or become a competitive manner with stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any customers doing business with Pacer during the Noncompetition Periodperson or entity considering engaging in any such activities or so engaged; (iii) solicit seek in competition with the business of Buyer to procure orders from or employ do business with any officer, director or agent customer of Pacer to become an officer, directorBuyer for which Buyer has provided services in the preceding twelve (12) months; (iv) solicit, or agent contact with a view to the engagement or employment by, any person or entity of any person who is an employee or contractor of Buyer; (v) seek to contract with or engage (in such a way as to adversely affect or interfere with the Employeebusiness of Buyer) any person or entity who has been contracted with or engaged to manufacture, the Employee's affiliates assemble, supply or anyone elsedeliver products, goods, materials or services to Buyer; or (ivvi) engage in or participate inin any effort or act to induce any of the customers, directly associates, consultants, or indirectly, any business conducted under any name that shall be the same as or similar to the name employees of Pacer Buyer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange affiliates to take any action which is materially disadvantageous to Buyer or actively traded in the over-the-counter market shall not constitute a breach any of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers)its affiliates; provided, however, that -------- ------- nothing herein shall prohibit such Shareholder and his affiliates from owning as passive investors, in the Employee aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged; and (b) For a period of two (2) years after the Closing Date, in any manner contact, induce, solicit or influence any client of the Business or of the Buyer or any of its affiliates to cause such client to terminate its relationship with the Business and/or Buyer. In the event that the provisions of this Section 9.2 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 maximum permitted by applicable law. Shareholders and Seller specifically acknowledge and agree that the foregoing restrictions are reasonable and necessary to protect the legitimate interests of Buyer, that Buyer would not have entered into this Agreement in the absence of such restrictions, that any violation of such restrictions will result in irreparable injury to the Buyer, that the remedy at law for any breach of the foregoing restrictions will be inadequate, and that, in the event of any such breach, the Buyer, in addition to any other relief available to it, shall be entitled to temporary injunctive relief before trial from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements as a matter of law, but course and to permanent injunctive relief without the Employee will give Pacer reasonably timely notice necessity of the receipt of any such order or decree or legal requirement, and the foregoing provision shall not apply to (i) any information which is or becomes generally available to the public through no breach of this Agreement or (ii) is or becomes available to the Employee on a non-confidential basis from a source who is not, to the Employee's knowledge, prohibited from disclosing the same by any legal or contractual obligationquantifying actual damages. (c) As used hereinIf Buyer shall fail to pay any Seller any amount required to be paid by Buyer hereunder or under the Note, and such failure shall be continuing for 30 days after written notice from such Seller to Buyer, Seller and the term "Competing Business" Shareholders shall mean be released from the non-competition provision set forth in this Section 9.2; provided, however, that the exercise by Buyer of any ------------------ transportation or other business that Pacer right of set-off as provided in Section 10.6 hereof shall not release the Seller or any of its affiliates has engaged Shareholder from the non-competition provision set forth in at any time during the Employment Period in any city or county in any state, province or other political subdivision of the United States, Canada, Mexico, Japan or China including, without limitation, any business engaged in (i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less- then-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management and (ix) railroad signal project managementthis Section 9.2.