Common use of Non-Competition/Solicitation Clause in Contracts

Non-Competition/Solicitation. A. The Executive agrees that during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's employ for any reason, he shall not, without the written consent of the Corporation, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A). The foregoing provisions of this Section 11(A) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or on the NASDAQ System. B. The Executive will not at any time during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. If any of the covenants contained in this Section 11 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. (a) The Executive Employee agrees that during his employment with the Corporation Company and for a period of two years 18 months after Executive the Employee leaves the Corporation's Company’s employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A)Section. The foregoing provisions of this Section 11(A) shall not prohibit the ownership by the Executive Employee (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly public traded on a any national securities exchange or on the NASDAQ Systemexchange. B. (b) The Executive Employee will not at any time during his employment with the Corporation Company and for a period of two years 18 months after Executive the Employee leaves the Corporation's Company’s employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive the Employee or for any business, firm, corporation or other entity in which the ExecutiveEmployee, directly or indirectly, in any capacity described in Section 11(A) hereofthis Section, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) If any of the covenants contained in this Section 11 or any part thereofSection, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. The (a) Executive agrees that during his employment with the Corporation Company and for a period of two years after Executive leaves the Corporation's Company’s employ for any reasonreason (or two years after the end of the Expanded Period in the event Executive resigns without the occurrence of a Company breach), he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employeeExecutive, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates Affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A). The foregoing provisions of this Section 11(A) shall not prohibit at the ownership by time Executive’s employment with the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which Company is regularly traded on a national securities exchange or on the NASDAQ Systemterminated. B. The (b) In addition to the limitations contained in (a) above, during such two year restricted period, Executive will not engage in any form of commercial enterprise with any of the Company’s suppliers or vendors without written consent , other than the retail purchase of food as a normal consumer. (c) Executive will not at any time during his employment with the Corporation Company and for a period of two years after Executive leaves the Corporation's Company’s employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates Affiliates to work for Executive or for any business, firm, corporation or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A18(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (d) If any of the covenants contained in this Section 11 18 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law. (e) If Executive is terminated without Cause (including resignation pursuant to Section 15) the provisions of this Section 18 shall be null and void. (f) For purposes of this Section 16, (i) the term “Company” shall mean the Company and any Affiliates (ii) any act which Executive is prohibited from engaging in pursuant to this Section 18, he is also prohibited from soliciting, hiring, encouraging or retaining any other person to engage in any such activity; and (iii) participation by Executive in the operation of any business other than in connection with the operation of a business which is in competition with the Company or any of its Affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 18 and the foregoing provisions of this Section 18 shall not prohibit the ownership by Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange, on the NASDAQ System or on an over-the-counter system.

Non-Competition/Solicitation. A. (a) The Executive agrees that during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's ’s employ for any reasonreason (other than by termination without cause), he shall not, without the written consent of the Corporation, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of thereof at the foregoing activities. Participation in time the management of any business operation other than in connection with the management of a business operation which is in direct competition Executive’s employment with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A). The foregoing provisions of this Section 11(A) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or on the NASDAQ Systemterminated. B. (b) The Executive will not at any time during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's ’s employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A9(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) If any of the covenants contained in this Section 11 9 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law. (d) If the Executive is terminated without cause the provisions of this Section 9 shall be null and void. (e) For purposes of this Section 9, (i) the term “Corporation” shall mean IVFH and any of its subsidiaries; (ii) any act which Executive is prohibited from engaging in pursuant to this Section 9, he is also prohibited from soliciting, hiring, encouraging or retaining any other person to engage in any such activity; and (iii) participation by Executive in the operation of any business other than in connection with the operation of a business which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 9 and the foregoing provisions of this Section 9 shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange, on the NASDAQ System or on an over-the-counter system.

Non-Competition/Solicitation. A. (a) The Executive Employee agrees that during his employment with the Corporation Company and for a period of two years 18 months after Executive the Employee leaves the CorporationCompany's employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation Company or its Parent or any of their subsidiaries or other affiliates or any successor or assign thereof, as such business operations may be altered or expanded during the Employee's period of employment or service with the Company or Parent, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company, Parent or its any of their subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A)Section. The foregoing provisions of this Section 11(A) shall not prohibit the ownership by the Executive Employee (as the result of open market purchase) of 1% or less of any class of capital stock of a publicly held corporation which is regularly traded on a any national securities exchange or on the NASDAQ Systemexchange. B. (b) The Executive Employee will not at any time during his employment with the Corporation Company and for a period of two years 18 months after Executive the Employee leaves the CorporationCompany's employ for any reason, solicit for hire (or assist or encourage the solicitation of) or hire any employee of the Corporation Company or Parent or any of its their subsidiaries or other affiliates to work for Executive the Employee or for any business, firm, corporation or other entity in which the ExecutiveEmployee, directly or indirectly, in any capacity described in Section 11(A) hereofthis Section, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) Each covenant contained in this Section 6 is separate and distinct from, shall be in addition to and may be enforced separately from, any similar restriction contained in any other agreement between the Employee, Parent and/or the Company and/or any of their respective subsidiaries or other affiliates. (d) If any of the covenants contained in this Section 11 or any part thereof6, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law. (e) The Parties hereto acknowledge that the undertakings set forth in this Section 6 are reasonable in light of the Employee's position and duties within the Company, the nature of the Company's business, and the compensation to which the Employee shall be entitled.

Non-Competition/Solicitation. A. (a) The Executive acknowledges and recognizes that the highly competitive nature of the Company's business and that the goodwill and patronage of the Company's customers and network of attorneys constitute a substantial asset of the Company, having been acquired through considerable time, effort and money. Accordingly, the Executive agrees that during his employment with the Corporation Company and for a period of two years to run concurrent with the Payout Period (as previously referred to) after Executive leaves the CorporationCompany's employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacitycapacity other than passive investor, participate in, engage in or have a an active financial interest or management position or other interest in any business, firm, corporation company or other entity if it competes directly with any material business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities, in each case within the United States of America, its possessions and territories. The Executive acknowledges that the Company's business includes a nationwide network of attorneys and a national customer base, and therefore agrees that such the scope of this restriction is appropriate and necessary to protect the Company's legitimate business interests. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A10(a). The foregoing provisions of this Section 11(A10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation Company which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. B. (b) The Executive will not at any time during his employment with the Corporation Company and for a period of two years after Executive leaves to run concurrent with the Corporation's employ for any reasonPayout Period, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation Company or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A10(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) The Executive shall not at any time during his employment and for a period to run concurrent with the Payout Period, directly or indirectly compete with the Company by soliciting, inducing or influencing any of the customers or attorneys of the Company or its attorney network to discontinue or reduce the extent of such relationship with the Company, or commence or expand any such relationship with any competitor of the Company. (d) If any of the covenants contained in this Section 11 10 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. The Executive (a) ▇▇▇▇▇▇▇ agrees that during his employment with the Corporation Company and for a period of two years one year after Executive ▇▇▇▇▇▇▇ leaves the CorporationCompany's employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity within the State of Florida if it competes directly with any business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A10(a). The foregoing provisions of this Section 11(A13(a) shall not prohibit the ownership by the Executive ▇▇▇▇▇▇▇ (as the result of open market purchase) of 15% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. B. The Executive (b) ▇▇▇▇▇▇▇ will not not, without the Company's written consent, at any time during his employment with the Corporation Company and for a period of two years one year after Executive ▇▇▇▇▇▇▇ leaves the CorporationCompany's employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive ▇▇▇▇▇▇▇ or for any business, firm, corporation or other entity in which the Executive▇▇▇▇▇▇▇, directly or indirectly, in any capacity described in Section 11(A13(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position, except that this provision shall not affect ▇▇▇▇▇▇▇'▇ right, after the termination of his employment for any reason, to solicit those employees of the Company or its subsidiaries or affiliates with whom ▇▇▇▇▇▇▇ has had a business or personal association prior to the original commencement of ▇▇▇▇▇▇▇'▇ employment by the Company, to become associated with or work for an entity with which ▇▇▇▇▇▇▇ is then EXECUTION COPY associated or working with, in compliance with the non-compete provisions of Section 13 (a) (e.g., for an employer not within the State of Florida). C. (c) If any of the covenants contained in this Section 11 13 or any part thereof, thereof is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. The Executive agrees that during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's employ for any reason, he shall not, without the written consent of the Corporation, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of or money, guarantor or in any other capacity, participate in, engage in or have a financial interest or -14- management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A). The foregoing provisions of this Section 11(A) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or on the NASDAQ System. B. The Executive will not at any time during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's employ for any reason, solicit (or assist or encourage the solicitation ofof ) any employee of the Corporation or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. If any of the covenants contained in this Section 11 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. The Executive (a) ▇▇▇▇▇▇▇▇ agrees that during his employment with the Corporation Company and for a period of two years one year after Executive ▇▇▇▇▇▇▇▇ leaves the CorporationCompany's employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity within the State of Florida if it competes directly with any business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A13(a). The foregoing provisions of this Section 11(A13(a) shall not prohibit the ownership by the Executive ▇▇▇▇▇▇▇▇ (as the result of open market purchase) of 15% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. B. The Executive (b) ▇▇▇▇▇▇▇▇ will not not, without the written consent of the Company, at any time during his employment with the Corporation Company and for a period of two years one year after Executive ▇▇▇▇▇▇▇▇ leaves the CorporationCompany's employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive ▇▇▇▇▇▇▇▇ or for any business, firm, corporation or other entity in which the Executive▇▇▇▇▇▇▇▇, directly or indirectly, in any capacity described in Section 11(A13(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position, except that this provision shall not affect ▇▇▇▇▇▇▇▇'▇ right, after the termination of his employment for any reason, to solicit those employees EXECUTION COPY of the Company or its subsidiaries or affiliates with whom ▇▇▇▇▇▇▇▇ has had a business or personal association prior to the original commencement of ▇▇▇▇▇▇▇▇'▇ employment by the Company, to become associated with or work for an entity with which ▇▇▇▇▇▇▇▇ is then associated or working with, in compliance with the non-compete provisions of Section 13 (a) (e.g., for an employer not within the State of Florida). C. (c) If any of the covenants contained in this Section 11 13 or any part thereof, thereof is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. (a) The Executive acknowledges and recognizes that the highly competitive nature of the Company's business and that the goodwill and patronage of the Company's customers and network of attorneys constitute a substantial asset of the Company, having been acquired through considerable time, effort and money. Accordingly, the Executive agrees that during his employment with the Corporation Company and for a period of two years to run concurrent with the Payout Period (as previously referred to) after Executive leaves the CorporationCompany's employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacitycapacity other than passive investor, participate in, engage in or have a an active financial interest or management position or other interest in any business, firm, corporation company or other entity if it competes directly with any material business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities, in each case within the United States of America, its possessions and territories. The Executive acknowledges that the Company's business includes a nationwide network of attorneys and a national customer base, and therefore agrees that such the scope of this restriction is appropriate and necessary to protect the Company's legitimate business interests. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A10(a). The foregoing provisions of this Section 11(A10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation Company which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. B. (b) The Executive will not at any time during his employment with the Corporation Company and for a period of two years after Executive leaves to run concurrent with the Corporation's employ for any reasonPayout Period, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation Company or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A10(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) The Executive shall not at any time during his employment and for a period to run concurrent with the payout period, directly or indirectly compete with the Company by soliciting, inducing or influencing any of the customers or attorneys of the Company or its attorney network to discontinue or reduce the extent of such relationship with the Company, or commence or expand any such relationship with any competitor of the Company. (d) If any of the covenants contained in this Section 11 10 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. (a) The Executive Employee agrees that during his employment with the Corporation Company and for a period of two years 18 months after Executive the Employee leaves the Corporation's Company’s employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A)Section. The foregoing provisions of this Section 11(A) shall not prohibit the ownership by the Executive Employee (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly public traded on a any national securities exchange or on the NASDAQ Systemexchange. B. (b) The Executive Employee will not at any time during his employment with the Corporation Company and for a period of two years 18 months after Executive the Employee leaves the Corporation's Company’s employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive the Employee or for any business, firm, corporation or other entity in which the ExecutiveEmployee, directly or indirectly, in any capacity described in Section 11(A) hereofthis Section, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) If any of the covenants contained in this Section 11 or any part thereofSection, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. The Executive (a) Giussani agrees that during his employment with the Corporation Company and for a period of two years one year after Executive Giussani leaves the CorporationCompany's employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity within the State of Florida if it competes directly with any business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A10(a). The foregoing provisions of this Section 11(A13(a) shall not prohibit the ownership by the Executive Giussani (as the result of open market purchase) of 15% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. B. The Executive (b) Giussani will not not, without the written consent of the Company, at any time during his employment with the Corporation Company and for a period of two years one year after Executive Giussani leaves the CorporationCompany's employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive Giussani or for any business, firm, corporation or other entity in which the ExecutiveGiussani, directly or indirectly, in any capacity described in Section 11(A13(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position, except that this provision shall not affect Giussani's right, after the termination of his employment for any reason, to solicit those employees of the Company or its subsidiaries or affiliates with whom Giussani has had a business or personal association prior to the original commencement of Giussani's employment by the Company, to become associated with or work for an entity with which Giussani is then associated or working with, in compliance with the non-compete provisions of Section 13 (a) (e.g., for an employer not within the State of Florida). C. (c) If any of the covenants contained in this Section 11 13 or any part thereof, thereof is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. The Executive (a) Employee agrees that during his employment with the Corporation Company and for a period of two years after Executive Employee leaves the Corporation's Company’s employ for any reason (other than by termination by the Company without cause or by Employee for good reason), he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall at the time Employee’s employment with the Company is terminated. (b) In addition to the limitations contained in (a) above, during such two year restricted period, Employee will not be deemed to be engage in any form of commercial enterprise with any of the Company’s suppliers that may or would have a breach of this Section 11(A). The foregoing provisions of this Section 11(A) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or negative effect on the NASDAQ SystemCompany’s business. B. The Executive (c) Employee will not at any time during his employment with the Corporation Company and for a period of two years after Executive Employee leaves the Corporation's Company’s employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates Affiliates to work for Executive Employee or for any business, firm, corporation or other entity in which the ExecutiveEmployee, directly or indirectly, in any capacity described in Section 11(A16(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (d) If any of the covenants contained in this Section 11 16 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law. (e) If Employee is terminated without cause or the Employee terminates for good reason, the provisions of this Section 16 shall be null and void. (f) For purposes of this Section 16, (i) the term “Company” shall also mean IVFH and any of its subsidiaries, whether or not now existing; (ii) any act which Employee is prohibited from engaging in pursuant to this Section 16, he is also prohibited from soliciting, hiring, encouraging or retaining any other person to engage in any such activity; and (iii) participation by Employee in the operation of any business other than in connection with the operation of a business which is in direct competition with the Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 16 and the foregoing provisions of this Section 16 shall not prohibit the ownership by Employee (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange, on the NASDAQ System or on an over-the-counter system. The non-competition provisions of this Section 16 shall be inapplicable to WAI, provided WAI’s business activities and Employee’s involvement with WAI are limited as described in Section 1 of this Agreement.

Non-Competition/Solicitation. A. (a) The Executive agrees that during his employment with the Corporation and for any period following his termination which period is greater than 12 months and for which the Executive has been paid a period of two years after Executive leaves lump sum by the Corporation's employ for any reasonCorporation in accordance with this Agreement, he shall not, without the written consent of the CorporationCorporation and except as otherwise provided herein, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacityguarantor, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation or its subsidiaries or affiliates or any successor or assign assignor thereof, nor will he solicit any other person to engage in any during the employment period or at the time of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A)termination. The foregoing provisions of this Section 11(A10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 110% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. B. (b) The Executive will not further agrees that at any time during his employment with the Corporation and for any period following his resignation or termination which period is greater than 12 months and for which the Executive has been paid a period of two years after Executive leaves lump sum by the Corporation's employ for any reasonCorporation in accordance with this Agreement, he shall not solicit (or assist or encourage the solicitation ofof ) any employee of the Corporation or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A10(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) If any of the covenants covenant contained in this Section 11 10, or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by such provision, or the subject of such provision and/or the area covered therebyby such provision, then the court making such determination shall construe such restriction so as to thereafter be limited limit or reduced reduce the scope or duration of such provision or part thereof to be valid and enforceable to the greatest extent permissible by under applicable law.. 7

Non-Competition/Solicitation. A. (a) The Executive Employee agrees that during his her employment with the Corporation Company and for a period of two years 12 months after Executive the Employee leaves the CorporationCompany's employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A)Section. The foregoing provisions of this Section 11(A) shall not prohibit the ownership by the Executive Employee (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly public traded on a any national securities exchange or on the NASDAQ Systemexchange. B. (b) The Executive Employee will not at any time during his her employment with the Corporation Company and for a period of two years 12 months after Executive the Employee leaves the CorporationCompany's employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive the Employee or for any business, firm, corporation or other entity in which the ExecutiveEmployee, directly or indirectly, in any capacity described in Section 11(A) hereofthis Section, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) If any of the covenants contained in this Section 11 or any part thereofSection, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. (a) The Executive acknowledges and recognizes that the highly competitive nature of the Company's business and that the goodwill and patronage of the Company's customers and network of attorneys constitute a substantial asset of the Company, having been acquired through considerable time, effort and money. Accordingly, the Executive agrees that during his employment with the Corporation Company and for a period of two years 12 months after Executive leaves the CorporationCompany's employ for any reason, he shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacitycapacity other than passive investor of less than 5% of the equity, participate in, engage in or have a an active financial interest or management position or other interest in any business, firm, corporation company or other entity if it competes directly with any material business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities, in each case within the United States of America, its possessions and territories. The Executive acknowledges that the Company's business includes a nationwide network of attorneys and a national customer base, and therefore agrees that such the scope of this restriction is appropriate and necessary to protect the Company's legitimate business interests. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A10(a). The foregoing provisions of this Section 11(A10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 12% or less of any class of capital stock of a corporation company which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. B. (b) The Executive will not at any time during his employment with the Corporation Company and for a period of two years after Executive leaves the Corporation's employ for any reason12 months thereafter, solicit (or assist or encourage the solicitation of) of any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation Company or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A10(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) The Executive shall not at any time during his employment and for a period of 12 months thereafter, directly or indirectly compete with the Company by soliciting, inducing or influencing any of the customers or attorneys of the Company or its attorney network to discontinue or reduce the extent of such relationship with the Company, or commence or expand any such relationship with any competitor of the Company. (d) If any of the covenants contained in this Section 11 10 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. The Executive agrees (a) Mr. ▇▇▇▇▇▇▇▇ ▇▇▇ees that during his continued employment with the Corporation Company and for a period the four years following his termination of two years after Executive leaves employment (the Corporation's employ for any reasonNon-Competition Period"), he shall will not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A). The foregoing provisions of this Section 11(A7(a) shall will not prohibit the ownership by the Executive (as the result of open market purchase) of Mr. ▇▇▇▇▇▇▇▇ ▇▇ 1% or less of any class of capital stock outstanding securities of a corporation company, the securities of which is regularly traded are listed on a national securities exchange or on the NASDAQ Systemwhich has 1,000 or more shareholders. B. The Executive will not (b) Mr. ▇▇▇▇▇▇▇▇ ▇▇▇l not, at any time during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's employ for any reasonNon-Competition Period, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive or Mr. ▇▇▇▇▇▇▇▇ ▇▇ for any business, firm, corporation or other entity in which the ExecutiveMr. ▇▇▇▇▇▇▇▇, directly ▇▇rectly or indirectly, in any capacity described in Section 11(A7(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) If any of the covenants contained in subsection (a) or (b) of this Section 11 or any part thereof, 7 is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall will construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.restriction

Non-Competition/Solicitation. A. (a) The Executive agrees that during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's ’s employ for any reason, he shall not, without the written consent of the Corporation, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation or its subsidiaries or affiliates or any successor or assign thereofthereof at the time the Executive’s employment with the Corporation is terminated, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management operation of any business operation other than in connection with the management operation of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A10(a). The foregoing provisions of this Section 11(A10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or exchange, on the NASDAQ SystemSystem or on an over-the-counter system. B. (b) The Executive will not at any time during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's ’s employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A10(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) If any of the covenants contained in this Section 11 10 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law. (d) If the Executive is terminated without cause the Non-compete; Solicitation agreement will be null and void.

Non-Competition/Solicitation. A. (a) The Executive acknowledges and recognizes that the highly competitive nature of the Company's business and that the goodwill and patronage of the Company's customers and network of attorneys constitute a substantial asset of the Company, having been acquired through considerable time, effort and money. Accordingly, the Executive agrees that during his her employment with the Corporation Company and for a period of two years to run concurrent with the Payout Period (as previously referred to) after Executive leaves the CorporationCompany's employ for any reason, he she shall not, without the written consent of the CorporationCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacitycapacity other than passive investor, participate in, engage in or have a an active financial interest or management position or other interest in any business, firm, corporation company or other entity if it competes directly with any material business operation conducted by the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof, nor will he she solicit any other person to engage in any of the foregoing activities, in each case within the United States of America, its possessions and territories. The Executive acknowledges that the Company's business includes a nationwide network of attorneys and a national customer base, and therefore agrees that such the scope of this restriction is appropriate and necessary to protect the Company's legitimate business interests. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A10(a). The foregoing provisions of this Section 11(A10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation Company which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. B. (b) The Executive will not at any time during his her employment with the Corporation Company and for a period of two years after Executive leaves to run concurrent with the Corporation's employ for any reasonPayout Period, solicit (or assist or encourage the solicitation of) any employee of the Corporation Company or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation Company or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A10(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) The Executive shall not at any time during her employment and for a period to run concurrent with the Payout Period, directly or indirectly compete with the Company by soliciting, inducing or influencing any of the customers or attorneys of the Company or its attorney network to discontinue or reduce the extent of such relationship with the Company, or commence or expand any such relationship with any competitor of the Company. (d) If any of the covenants contained in this Section 11 10 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law.

Non-Competition/Solicitation. A. (a) The Executive agrees that during his employment with the Corporation so long as he is employed hereunder and for a period of two (2) years after Executive leaves the Corporation's employ for any reasonthereafter, he shall not, without the written consent of the Corporationnot serve, directly or indirectly, either individually or as an employeeoperator, agentowner, partner, shareholder, consultant, option holderofficer, lender director, or employee of moneyany firm or corporation which, guarantor as of the date of termination of employment, is or has plans to be substantially and directly in competition within the United States of America with the Company. It is agreed that the remedy at law for any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation or its subsidiaries or affiliates or any successor or assign thereof, nor will he solicit any other person to engage in any breach of the foregoing activities. Participation shall be inadequate and that the Company shall be entitled to injunctive relief in the management enforcement thereof in addition to any other remedy permitted by law. In the event that this section shall be determined by any court of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed competent jurisdiction to be unenforceable by reason of its extending for too great a breach period of this Section 11(A)time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend over the maximum period of time, geographic area or range of activities as to which it may be enforceable. The foregoing provisions of this Section 11(A) Nothing herein contained shall not prohibit the ownership by prevent the Executive from holding or investing in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate one (as 1%) percent of the result of open market purchase) of 1% or less of any class of issued and outstanding capital stock of a corporation which is regularly traded on a national securities exchange or on competitor within the NASDAQ Systemmeaning of this section. B. (b) The Executive will not at any time further agrees that during his employment with the Corporation term of this Agreement and for a period of two (2) years after Executive leaves the Corporation's employ for any reasonthereafter, solicit (or assist or encourage the solicitation of) any employee of the Corporation or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation or other entity in which the Executivehe shall not, directly or indirectly, in either solicit or induce any capacity described in Section 11(A) hereofcustomers of the Company or its affiliates to patronize any business which competes with that of the Company, participates or engages (solicit or expects induce any employees of the Company to participate or engage) or has (or expects to have) a financial interest or management positionleave employment with the Company. C. (c) If it should be established by any court of competent jurisdiction that the covenants contained Executive has breached the provisions of this Section 11, the Executive shall reimburse to the Company any Severance which he has received from the Company in addition to any other damages which may be awarded to the Company for any breach of this Section 11 or any part thereof, is held by a court other section of competent jurisdiction to this Agreement. (d) The provisions of subsection (a) above shall no longer apply if the Company shall be unenforceable because in default of the duration this Agreement after having received written notice of such provision, the activity limited by or the subject of default and having failed to cure such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable lawdefault within thirty (30) days.

Non-Competition/Solicitation. A. (a) The Executive agrees that during his employment with the Corporation and for any period following his resignation or termination which period is greater than 12 months and for which the Executive has been paid a period of two years after Executive leaves lump sum by the Corporation's employ for any reasonCorporation in accordance with this Agreement, he shall not, without the written consent of the CorporationCorporation and except as otherwise provided herein, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation or its subsidiaries or affiliates or any successor or assign thereof, nor will he be solicit any other person to engage in any of the foregoing activities. Participation in the management of any business operation other than in connection with the management of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A10(a). The foregoing provisions of this Section 11(A10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. B. (b) The Executive will not further agrees that at any time during his employment with the Corporation and for a any period of two years after following his resignation or termination which period is greater than 12 months and for which the Executive leaves has been paid by the Corporation's employ for any reasonCorporation in accordance with this Agreement, he shall not solicit (or assist or encourage the solicitation of) any employee of the Corporation or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A10(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) If any of the covenants covenant contained in this Section 11 10, or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by such provision, or the subject of such provision and/or the area covered therebyby such provision, then the court making such determination shall construe such restriction so as to thereafter be limited limit or reduced reduce the scope or duration of such provision or part thereof to be valid and enforceable to the greatest extent permissible by under applicable law.

Non-Competition/Solicitation. A. (a) The Executive agrees that during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's ’s employ for any reason, he shall not, without the written consent of the Corporation, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation or other entity if it competes directly with any business operation conducted by the Corporation or its subsidiaries or affiliates or any successor or assign thereofthereof at the time the Executive’s employment with the Corporation is terminated, nor will he solicit any other person to engage in any of the foregoing activities. Participation in the management operation of any business operation other than in connection with the management operation of a business operation which is in direct competition with the Corporation or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of this Section 11(A9(a). The foregoing provisions of this Section 11(A9(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 1% or less of any class of capital stock of a corporation which is regularly traded on a national securities exchange or exchange, on the NASDAQ SystemSystem or on an over-the-counter system. B. (b) The Executive will not at any time during his employment with the Corporation and for a period of two years after Executive leaves the Corporation's ’s employ for any reason, solicit (or assist or encourage the solicitation of) any employee of the Corporation or any of its subsidiaries or affiliates to work for Executive or for any business, firm, corporation or other entity in which the Executive, directly or indirectly, in any capacity described in Section 11(A9(a) hereof, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position. C. (c) If any of the covenants contained in this Section 11 9 or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law. (d) If the Executive is terminated without cause the Non-compete; Solicitation agreement will be null and void.