Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. During Employee's employment with the Company, and for a period of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreement.

Restrictive Covenant. During Employee's employment with the Company, and for a period of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as to the extent the Company is conducting operating or planning to operate its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as to the extent the Company is conducting operating or planning to operate its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team person who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans)employment; or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way way, or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, customers, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this AgreementAgreement and the Confirmation Retention Plan, and Employee shall not be entitled to any compensation contemplated by this AgreementAgreement or the Confirmation Retention Plan, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreement.

Restrictive Covenant. During (a) The Employee acknowledges and agrees that -------------------- he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, until the termination of the Employee's employment with (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for twelve (12) months (the Company"Restricted Period"), and for a period the Employee shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of two any corporation or other business entity: (2i) years following termination engage, in any state or territory of the United States of America or other country where the Company is actively doing business (determined as of the date the Employee's employment with the Company for any reasonterminates), as long as in direct or indirect competition with the business conducted by the Company meets its obligations under this Agreement, Employee shall not,or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (aii) directly request or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or otherwise attempt to recruit induce or hireinfluence, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)present customer or supplier, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any prospective customer or supplier, of the Company's incentive compensation plans), or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (diii) hire or solicit for employment, directly or indirectly, orally or induce or actively attempt to influence, any Employee of the Company or any Affiliate, as such term is defined in writingthe Securities Act of 1933, disparage as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (b) If the Employee violates any of the restrictions contained in Section 8(a) above, the Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to the satisfaction of the Company, its products and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee under this Agreement. (c) In the event that either the geographical area or employees the Restrictive Period set forth in Section 8(a) of this Agreement is deemed to be unreasonably restrictive in any way or interfere court proceeding, the court may reduce such geographical area and Restrictive Period to the detriment extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company; provided, however, that during the term of this Agreement, and with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with any existing business relationship the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the Company and any votes eligible to be cast generally by holders of its employees, agents or representatives; orsecurities of such company for the election of directors. (e) directly or indirectly divert or attempt The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to divert from be bound by all of the Company any business provisions set forth in Exhibit A attached hereto, which is incorporated herein --------- by reference and made a part hereof as though fully set forth herein, during the Company is engaged. Any breach term of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall not be entitled entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation contemplated by being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, whether and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or not earned or vested as threatened breach of the date covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of termination of damages from the Company's obligations under this AgreementEmployee.

Restrictive Covenant. During (a) The Employee acknowledges and agrees that -------------------- he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, until the termination of the Employee's employment with (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for twenty-four (24) months (the Company"Restricted Period"), and for a period the Employee shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of two any corporation or other business entity: (2i) years following termination engage, in any state or territory of the United States of America or other country where the Company is doing business (determined as of the date the Employee's employment with the Company for any reasonterminates), as long as in direct or indirect competition with the business conducted by the Company meets its obligations under this Agreement, Employee shall not,or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (aii) directly request or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or otherwise attempt to recruit induce or hireinfluence, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)present customer or supplier, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any prospective customer or supplier, of the Company's incentive compensation plans), or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (diii) hire or solicit for employment, directly or indirectly, orally or induce or actively attempt to influence, any Employee of the Company or any Affiliate, as such term is defined in writingthe Securities Act of 1933, disparage as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (b) If the Employee violates any of the restrictions contained in Section 8(a) above, the Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to the satisfaction of the Company, its products and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee under this Agreement. (c) In the event that either the geographical area or employees the Restrictive Period set forth in Section 8(a) of this Agreement is deemed to be unreasonably restrictive in any way or interfere court proceeding, the court may reduce such geographical area and Restrictive Period to the detriment extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Company with any existing business relationship Securities Exchange Act of 1934, as amended; provided, however, that the Employee holds of record and beneficially less than two percent (2%) of the Company and any votes eligible to be cast generally by holders of its employees, agents or representatives; orsecurities of such company for the election of directors. (e) directly or indirectly divert or attempt The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to divert from be bound by all of the Company any business provisions set forth in Exhibit A attached hereto, which is --------- incorporated herein by reference and made a part hereof as though fully set forth herein, during the Company is engaged. Any breach term of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall not be entitled entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation contemplated by being, or to be, paid or provided to him pursuant to Sections 3, except accrued salary, or 6 of this Agreement, whether and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or not earned or vested as threatened breach of the date covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of termination of damages from the Company's obligations under this AgreementEmployee.

Restrictive Covenant. During (a) The Employee acknowledges and agrees that he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, until the termination of the Employee's employment with (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for twelve (12) months (the Company"Restricted Period"), and for a period the Employee shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of two any corporation or other business entity: (2i) years following termination engage, in any state or territory of the United States of America or other country where the Company is actively doing business (determined as of the date the Employee's employment with the Company for any reasonterminates), as long as in direct or indirect competition with the business conducted by the Company meets its obligations under this Agreement, Employee shall not,or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (aii) directly request or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or otherwise attempt to recruit induce or hireinfluence, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)present customer or supplier, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any prospective customer or supplier, of the Company's incentive compensation plans), or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (diii) hire or solicit for employment, directly or indirectly, orally or induce or actively attempt to influence, any Employee of the Company or any Affiliate, as such term is defined in writingthe Securities Act of 1933, disparage as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (b) If the Employee violates any of the restrictions contained in Section 8(a) above, the Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to the satisfaction of the Company, its products and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee under this Agreement. (c) In the event that either the geographical area or employees the Restrictive Period set forth in Section 8(a) of this Agreement is deemed to be unreasonably restrictive in any way or interfere court proceeding, the court may reduce such geographical area and Restrictive Period to the detriment extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company; provided, however, that during the term of this Agreement, and with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with any existing business relationship the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the Company and any votes eligible to be cast generally by holders of its employees, agents or representatives; orsecurities of such company for the election of directors. (e) directly or indirectly divert or attempt The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and signed and will continue to divert from be bound by all of the Company any business provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made a part hereof as though fully set forth herein, during the Company is engaged. Any breach term of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and any time hereafter. (f) The Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall not be entitled entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation contemplated by being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, whether and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or not earned or vested as threatened breach of the date covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of termination of damages from the Company's obligations under this AgreementEmployee.

Restrictive Covenant. During Employee's Upon any cessation of employment with hereunder --------------------- other than one pursuant to Sections 6(d) or 6(f), the Company, Executive agrees that for the period commencing on the Consummation Date and for a period of ending on the date which is two (2) years following termination of Employee's employment with from the Company for any reasondate the Executive is no longer employed by the Company, as long as the Company meets its obligations under this Agreement, Employee shall Executive will not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly: (i) engage in any trade or business directly competitive with that of any of the Company or any of its subsidiaries, with anywhere in the CompanyUnited States or such other country or countries in which the Company actively engages in its trade or business as of the Date of Termination (the "Territory"); (ii) become associated as a manager, supervisor, employee, consultant, advisor, control shareholder (either individually or as part of an affiliated group), or otherwise of any person, corporation or entity engaging in any trade or business directly competitive with those of the Company, as Company or any of its subsidiaries anywhere in the Territory; (iii) call upon any client or clients of the Company is conducting or any of its business at subsidiaries for the time purpose of termination selling or soliciting for any person, corporation or entity, other than any of his employmentthe Company or its subsidiaries, sales of any products, processes, or services directly competitive with those of the Company within the Territory; (iv) divert, solicit or take away any such client or clients of the Company or any of its subsidiaries for the purpose of selling any products or services directly competitive with those of the Company or any of its subsidiaries; and service any contracts or accounts relating to any products or services directly competitive with those of the Company or any its subsidiaries for any person, corporation or entity other than the Company or any of its subsidiaries; or (bv) assist financially induce, influence, combine or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hireconspire with, or attempt to recruit induce, influence, combine or hire, directly or indirectlyconspire with, any member of the key management team who is employed by officers or employees of the Company at the time of termination of Employee's to terminate his or her employment (for purposes of this Section 6(c), with or to directly compete against the Company's key management team shall include those employees eligible to receive either stock option grants , any of its present or awards of stock appreciation rights under future subsidiaries, or any of the Company's incentive compensation planspresent or future affiliates about which the Executive obtained any knowledge of the business or operation of such affiliate during the Term of this Agreement. The provisions of this Section 9 shall not apply to Employee in the event of a termination of employment hereunder pursuant to Sections 6(d) or 6(f); or (d) directly . Should any of the time periods or indirectlythe geographic area set forth in this Section 9 be held to be unreasonable by any court of competent subject matter jurisdiction, orally the parties hereto agree to petition such court to reduce the time period or in writing, disparage the Company, its products or employees in any way or interfere geographic area to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant maximum permitted by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementgoverning law.

Restrictive Covenant. During Employee's employment with the Company, and for a period of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as to the extent the Company is conducting operating or planning to operate its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as to the extent the Company is conducting operating or planning to operate its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team person who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans)employment; or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way way, or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, customers, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreement.

Restrictive Covenant. During Employee's employment with For purposes hereof, the Company, "Noncompetition Period" will begin on the Effective Date and for a period of two end eighteen (218) years following termination of months after the date Employee's employment with the Company is terminated for any reason. In consideration of the Company's agreement to employ Employee and the receipt by the Employee of Confidential Information, as long as Employee hereby agrees that, during the Noncompetition Period, he will not (except in the course of performing his authorized duties for the Company meets its obligations under this Agreement), Employee shall not, (a) directly or indirectly be employed indirectly, on his own behalf or retained by, serve as an officer officer, director, employee, consultant or director other agent of, act or as a consultant stockholder, partner or advisor to, engage in, or be financially interested other investor in, any person or persons, firm, association, venture, entity, partnership, corporation entity (other than the Company or sole proprietorship that competes, directly or indirectly, with its affiliates): (a) engage in any business conducted by the Company, its subsidiaries or affiliates and any business competitive with the business conducted by the Company, its subsidiaries or affiliates (collectively a "Competing Business") within any geographic area in which the Company, its subsidiaries or affiliates conducts any business, or in which businesses competitive with the businesses of the Company, as its subsidiaries or affiliates are conducted (the Company is conducting its business at "Territory"), or give advice or lend credit, money or Employee's reputation to any natural person or entity engaged in or establishing a Competing Business in the time of termination of his employment; Territory or; (b) assist financially or in any other manner, directly or through indirectly influence or attempt to influence any other person customer, potential customer, supplier or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business accounts of the Company, as its subsidiaries or affiliates located within the Company is conducting its business at Territory to purchase, sell or lease goods or services related to a Competing Business other than from or to the time of termination of his employmentCompany; or (c) recruit or hiresolicit, encourage, or attempt to recruit or hiretake any other action which is intended, directly or indirectly, to induce any member other employee of the key management team who is employed by the Company at the time of termination of Employee's to terminate his or her employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage with the Company, its products or employees interfere in any way manner with the contractual or interfere to the detriment of the Company with any existing business employment relationship of between the Company and any other employees of its employeesthe Company, agents or representatives; or (e) directly or indirectly divert hire or attempt to divert from hire any former employee of the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether whose termination from employment has been effective for ninety (90) days or not earned or vested as of the date of termination of the Company's obligations under this Agreement.less;

Restrictive Covenant. During Employee's employment with the Company, and for a period of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his her employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his her employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreement.

Restrictive Covenant. During Employee's (a) The parties acknowledge that the Company’s and its Affiliates’ business is highly competitive and that in the course of your employment you will be privy to Confidential Information and other proprietary information concerning the Company’s and its Affiliates’ business and that the Company’s and its Affiliates’ business would be vulnerable to competition from you. (b) Accordingly, you will not during the term of your employment with the Company and following the date that your employment with the Company ceases (regardless of who initiated the termination and whether the termination was with or without cause), either individually or in partnership, or in conjunction in any way with any other persons, whether as principal, agent, consultant, shareholder, guarantor, creditor, or in any other manner whatsoever: (i) other than in the performance of your duties and responsibilities, use any of the Company’s and its Affiliates’ trade secrets for any reason without the express written permission of the Company, including to: (1) engage in, carry on or otherwise be concerned with or have any interest in, or advise, lend money to, guarantee the debts or obligations of, permit your name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with a business competitive with that of the Company or its Affiliates; or (2) solicit, interfere with or endeavor to entice away from the Company or its Affiliates, accept any business from or the patronage of or enter into the employment of or render any service to, sell to or contract or attempt to contract with, any person, firm, or corporation who was, during the term of your employment, a client, customer or supplier of the Company or its Affiliates, or a prospective client, customer or supplier of the Company or its Affiliates; or (ii) for a one (1) year period following the termination of your employment with the Company, and for a period directly solicit or induce or attempt to solicit or induce any person who was employed by the Company or its Affiliates on the date of two (2) years following the termination of Employee's your employment, to terminate his or her employment with the Company for any reason, as long as the Company meets or its obligations under this Agreement, Employee shall not, (a) directly Affiliates or indirectly be employed to commence an employment or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, other business relationship with another entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or. (c) recruit or hire, or attempt The parties agree that the foregoing provisions are reasonable and necessary in order to recruit or hire, directly or indirectly, any member protect the interests of the key management team who Company and its Affiliates. (d) You agree and acknowledge that this covenant is employed given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of your unique knowledge of and association with the business of the Company at and its Affiliates, the scope of this covenant as to both time and area is reasonable and commensurate with the protection of the legitimate interests of the Company and its Affiliates. Section 6 of this Agreement applies regardless of the reason for your cessation of employment from the Company, and is severable from the other provisions of this Agreement. [D-Wave Commercial Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇] ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ (e) The parties agree that if a court of competent jurisdiction will limit, restrict or otherwise change the time period or the types of termination business referred to in this Section, then the limited, restricted or changed time period or types of Employee's employment (business determined by such a court will, for the purposes of this Section 6(c)6, be deemed to be the Company's key management team shall include those employees eligible original time period and/or types of business referred to receive either stock option grants or awards of stock appreciation rights under any of in such Sections as if they were the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing original time period and business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementset out herein.

Restrictive Covenant. During Employee's employment with the Noncompete Period (as defined below), Consultant shall not, without the prior written consent of the Company, and for a period of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with for himself or for any other person or entity, individually, jointly or as a partner, stockholder (except as a holder of not more than five percent (5%) of the Companyoutstanding shares of a publicly-held corporation), employee, agent, consultant or otherwise: (a) work or perform any service for Dun & Bradstreet Corporation, ACNielsen Corporation, Efficient Market Services, Inc., Paragren Technologies, Inc., IMS International, Inc., Spectra Marketing (or any business of the Companyother market research businesses of VNU) or any parent, as subsidiary, affiliate or successor of any of the Company is conducting its business at the time of termination of his employment; orforegoing; (b) assist financially induce, attempt to induce, or participate in or facilitate the inducing of or attempting to induce, any other manneremployee, directly officer, director, consultant, sales representative or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% agent of the issued and outstanding shares, agent, owner, advisor Company to terminate or material financial backer, any person alter his or entity to enter into, develop, or carry on any her business that competes relationship with the Company, Company or to breach any business agreement or obligation he or she has with or to the Company or to perform work or services for the Consultant or for a competitor of the CompanyCompany described in Section 6(a), as or, without the prior written consent of the Company (which shall not be unreasonably withheld) hire any such person within 12 months of the termination of such business relationship (unless the Company has previously terminated such employee). Notwithstanding the foregoing, Consultant shall be free to hire any former employee of the Company within 12 months of the termination of his/her employment with the Company if (i) such employee terminated his/her employment with the Company prior to November 23, 1998; and (ii) the Company is conducting its business at the time of termination of his employmentnot also involved in good faith negotiations to re-hire such former employee; or (c) recruit except with the Company's prior written consent (which consent shall not be unreasonably withheld), attempt in any manner to persuade any customer or hire, or attempt to recruit or hire, directly or indirectly, any member supplier of the key management team who is employed by Company to cease or reduce the amount of business which such customer or supplier engages in or contemplates engaging in with the Company, regardless of whether the relationship between such customer or supplier and the Company at was originally established in whole or in part through Consultant's efforts. Consultant acknowledges that the time restrictions set forth in this Agreement are (x) reasonable and necessary for the protection of termination of Employee's employment the Company' interests and (y) are entered into by Consultant in exchange for purposes adequate consideration granted to him in connection with this Agreement. In the event that any provision of this Section 6(c)6 is found by a court of competent jurisdiction to be unreasonable or unenforceable, the Company's key management team parties agree that such provision shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere be enforceable against Consultant to the detriment of the Company with any existing business relationship of the Company greatest extent that would be found to be reasonable and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementenforceable.

Restrictive Covenant. During Employee hereby acknowledges and -------------------- recognizes Employee's employment with possession of confidential or proprietary information and the Company, and for a period highly competitive nature of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the CompanyCompany and its affiliates and accordingly agrees that, as in consideration of the Company is conducting its business at causing the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity Purchase to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)be consummated, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under entering into this Agreement, and the premises contained herein, Employee shall not be entitled to any compensation contemplated by will not, from and after the Commencement Date and for the period ending on the later of (a) five years after the date of this Agreement, whether or not earned or vested as of Agreement and (b) three years after the date of termination of the Employment Period, either individually or as an officer, director, employee, partner, agent or principal of another business firm (i) directly or indirectly engage in the United States in any competitive business (including seeking or accepting employment with a Client Account), (ii) assist others in engaging in any competitive business in the manner described in the foregoing clause (i), (iii) solicit, professionally contract or provide medical billing, accounts receivable, accounting, financial or consulting services to any Client Account or (iv) induce employees of the Company's obligations under this Agreement, or any of its affiliates to terminate their employment with the Company or such affiliates or hire any employees of the Company or any of its respective affiliates to work with Employee or any business firm affiliated with Employee. After the termination of the Employment Period, the determination of what businesses are competitive with the Company or its affiliates shall be based upon the business of the Company and its affiliates on the date of termination of the Employment Period.

Restrictive Covenant. During Employee's employment with the CompanyIn consideration of this Agreement, and for a period of two (2) years following from and after the Closing Date and for any renewal period or extension of the term hereof, and notwithstanding any earlier termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee except upon the express written consent of DIANON (which consent may be unreasonably withheld), ▇▇▇▇▇▇▇▇ shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director for her own account, on behalf of, act as a consultant or advisor to, engage in, or be financially interested injointly with, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competesother person, directly or indirectly, own, manage, operate, join, control, finance, invest in, perform services for, advise (or advise others with the Companyrespect to), or otherwise participate in, or be connected with, or become or act as a partner, manager, member, director, officer, employee, consultant, representative or agent of any business (other than DIANON), individual, partnership, firm, proprietorship, professional practice, corporation, limited liability company or other entity that provides clinical laboratory or anatomic or surgical pathology services within a one hundred and fifty mile radius of New York City; provided however, that ▇▇▇▇▇▇▇▇ may purchase or own, solely as an inactive investor, the securities of any entity that are publicly traded on a national securities exchange where ▇▇▇▇▇▇▇▇'▇ aggregate holdings of such securities do not exceed two percent of the Companyvoting power or of any class of stock of such entity. In addition to the foregoing, as during the Company is conducting its business at same two-year period and for any renewal period or extension of the time term hereof, ▇▇▇▇▇▇▇▇ shall not, on her own behalf, or on behalf of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or personsentity: (i) solicit the customers, firm, association, venture, entity, partnership, corporation suppliers or sole proprietorship, whether as a partner, shareholder in excess employees of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, DIANON or any business affiliated entity; (ii) solicit or seek to hire any employee of the Company, as the Company is conducting its business at the time of termination of his employmentDIANON or any affiliated entity; or or (ciii) recruit or hire, or attempt to recruit or hirein any manner, directly or indirectly, to influence, induce or encourage any member such employee to leave the employment of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)DIANON or any affiliated entity. ▇▇▇▇▇▇▇▇ shall not take any action intended, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) which may reasonably be expected, directly or indirectly, orally to impair the goodwill, reputation or in writinggood name of DIANON or Kyto Meridien, disparage the Company, its products or employees in any way or interfere otherwise to be detrimental to the detriment interests of the Company with DIANON, including any existing business relationship of the Company and any of its employeesaction intended, agents or representatives; or (e) which may reasonably be expected, directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach benefit a competitor of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this AgreementDIANON.

Restrictive Covenant. During Employee's (a) The parties acknowledge that the Company’s and its Affiliates’ business is highly competitive and that in the course of your employment you will be privy to Confidential Information and other proprietary information concerning the Company’s and its Affiliates’ business and that the Company’s and its Affiliates’ business would be vulnerable to competition from you. (b) Accordingly, you will not during the term of your employment with the Company and following the date that your employment with the Company ceases (regardless of who initiated the termination and whether the termination was with or without Cause), either individually or in partnership, or in conjunction in any way with any other persons, whether as principal, agent, consultant, shareholder, guarantor, creditor, or in any other manner whatsoever: (i) other than in the performance of your duties and responsibilities, use any of the Company’s and its Affiliates’ trade secrets for any reason without the express written permission of the Company, including to: (1) engage in, carry on or otherwise be concerned with or have any interest in, or advise, lend money to, guarantee the debts or obligations of, permit your name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with a business competitive with that of the Company or its Affiliates; or (2) solicit, interfere with or endeavor to entice away from the Company or its Affiliates, accept any business from or the patronage of or enter into the employment of or render any service to, sell to or contract or attempt to contract with, any person, firm, or corporation who was, during the term of your employment, a customer or supplier of the Company or its Affiliates, or a prospective customer or supplier of the Company or its Affiliates; or (ii) for a one (1) year period following the termination of your employment with the Company, and for a period directly solicit or induce or attempt to solicit or induce any person who was employed by the Company or its Affiliates on the date of two (2) years following the termination of Employee's your employment, to terminate his or her employment with the Company for any reason, as long as the Company meets or its obligations under this Agreement, Employee shall not, (a) directly Affiliates or indirectly be employed to commence an employment or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, other business relationship with another entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or. (c) recruit or hire, or attempt The parties agree that the foregoing provisions are reasonable and necessary in order to recruit or hire, directly or indirectly, any member protect the interests of the key management team who Company and its Affiliates. (d) You agree and acknowledge that this covenant is employed given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of your unique knowledge of and association with the business of the Company at and its Affiliates, the scope of this covenant as to both time and area is reasonable and commensurate with the protection of the legitimate interests of the Company and its Affiliates. Section 6 of this Agreement applies regardless of the reason for your cessation of employment from the Company, and is severable from the other provisions of this Agreement. (e) The parties agree that if a court of competent jurisdiction will limit, restrict or otherwise change the time period or the types of termination business referred to in this Section, then the limited, restricted or changed time period or types of Employee's employment (business determined by such a court will, for the purposes of this Section 6(c)6, be deemed to be the Company's key management team shall include those employees eligible original time period and/or types of business referred to receive either stock option grants or awards of stock appreciation rights under any of in such Sections as if they were the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing original time period and business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementset out herein.

Restrictive Covenant. During (a) The Employee acknowledges and agrees that -------------------- he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, until the termination of the Employee's employment with (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for the Company, and for a period of two time, not to exceed twenty four (224) years following termination months, for which the Employee is being compensated at an annual rate of at least 50% of the last annual base salary received by the Employee under Section 3(a) hereof (the "Restricted Period"), the Employee shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of any corporation or other business entity: (i) engage, in any state or territory of the United States of America or other country where the Company is doing business (determined as of the date the Employee's employment with the Company for any reasonterminates), as long as in direct or indirect competition with the business conducted by the Company meets its obligations under this Agreement, Employee shall not,or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (aii) directly request or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or otherwise attempt to recruit induce or hireinfluence, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)present customer or supplier, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any prospective customer or supplier, of the Company's incentive compensation plans), or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (diii) hire or solicit for employment, directly or indirectly, orally or induce or actively attempt to influence, any Employee of the Company or any Affiliate, as such term is defined in writingthe Securities Act of 1933, disparage as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (b) If the Employee violates any of the restrictions contained in Section 8(a) above, the Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to the satisfaction of the Company, its products and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee under this Agreement. (c) In the event that either the geographical area or employees the Restrictive Period set forth in Section 8(a) of this Agreement is deemed to be unreasonably restrictive in any way or interfere court proceeding, the court may reduce such geographical area and Restrictive Period to the detriment extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Company with any existing business relationship Securities Exchange Act of 1934, as amended; provided, however, that the Employee holds of record and beneficially less than two percent (2%) of the Company and any votes eligible to be cast generally by holders of its employees, agents or representatives; orsecurities of such company for the election of directors. (e) directly or indirectly divert or attempt The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to divert from be bound by all of the Company any business provisions set forth in Exhibit A attached hereto, which is --------- incorporated herein by reference and made a part hereof as though fully set forth herein, during the Company is engaged. Any breach term of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall not be entitled entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation contemplated by being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, whether and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or not earned or vested as threatened breach of the date covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of termination of damages from the Company's obligations under this AgreementEmployee.

Restrictive Covenant. During Employee's employment with the CompanyIn consideration of Employer s grant -------------------- of options to Executive, and its covenant to pay a Severance Benefit, each as contained herein, without prior written consent of the Board of Directors of Employer, Executive agrees that he will not for a period of two (2) years following the termination of Employee's Executive s employment with the Company Employer for any reasonreason whatsoever, (or to such lesser extent and for such lesser period as long as may be deemed enforceable by a court of competent jurisdiction, it being the Company meets its obligations under intention of the parties that this Agreement, Employee Section 10 shall not, be so enforced): (a) directly or indirectly engage in the same state or territory of the United States in any business in direct competition with the primary business conducted by Employer at the time of termination, either as employee, independent contractor, 5% or greater owner, partner, lender or stockholder; and further provided, that the foregoing shall not be employed or retained byconstrued to prohibit ownership of less than 2% of the outstanding shares of any public corporation); (b) solicit, serve as an officer or director of, act as a consultant or advisor to, engage incanvass, or be financially interested in, accept any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Companybusiness for any other company, or business similar to any business of the CompanyEmployer, from any past, present or future (as defined below) customer of Employer; (c) directly or indirectly induce or attempt to influence any employee of Employer to terminate his employment; or (d) directly or indirectly request any present or future ( future , as the Company is conducting its business used herein, shall mean at or prior to the time of termination of employment) entities with whom Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the foregoing, upon the termination of the Executive s employment by the Employer for any reason, whether before or after the expiration of the term of his employment; or (b) assist financially or in , Executive shall not at any other manner, time directly or through indirectly disclose to any other person person, firm or personscorporation any trade, firm, association, venture, entity, partnership, corporation technical or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backertechnological secrets, any person details of organization or entity to enter into, develop, or carry on any business that competes with the Companyaffairs, or any business names of past or present customers of Employer. For the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)10, the Company's key management team term Employer shall be deemed to include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company Employer and any all of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementsubsidiaries.

Restrictive Covenant. During Employee's (A) In the event of the voluntary termination of employment with the CompanyCompany or Employee's discharge in accordance with Article VIII or XI paragraph (A), and Employee agrees that he will not, for a period of two (2) years following termination of Employee's employment with the Company for any reasonsuch termination, as long as the Company meets its obligations under this Agreement, Employee shall not, (a) directly or indirectly be employed enter into or retained by, serve as an officer become associated with or director of, act engage in any other business (whether as a consultant or advisor topartner, engage inofficer, director, shareholder, employee, consultant, or otherwise), which business is in direct competition with that of the Company The term direct competition shall mean any company which is developing, selling or operating wireless location systems, the purpose of which is to establish the geographic location of a wireless phone or signal for a service or application. (B) If any court shall hold that the duration of non-competition or any other restriction contained in this paragraph is unenforceable, it is our intention that this agreement shall not thereby be financially interested interminated but shall be deemed amended to delete there from such provision or portion adjudicated to be invalid or unenforceable or in the alternative such judicially substituted term may be substituted therefore. (C) Employee agrees that during the term of this Restrictive Covenant, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competeshe will not, directly or indirectly, (a) contact, induce, or influence any customers or clients, joint venture partners, employee, consultant, associate or affiliate of the Company or its or their successors with respect to the Company's proposed business or for any reason whatsoever, or any business without the written consent of the Company, as the Company is conducting its business at the time of termination of his employmentsigned by two executive officers; or (b) assist financially request or in advise any customers, clients, joint venture partners, suppliers, manufacturers, employees, consultants, associates or affiliates of the Company or its or their successors, who may contact or attempt to contact the Employee to withdraw, curtail, or cancel such parties' business with the Company or its successors; (c) disclose to any other manner, directly persons or through corporations the names or addresses of any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding sharescustomers, agentclients, ownerjoint venture partners, advisor or material financial backersuppliers, any person or entity to enter intomanufacturers, developwireless services providers, employees, consultants, associates, or carry on affiliates of the Company or its or their successors; or (d) induce or encourage any business that competes employee to terminate his relationship with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreement.

Restrictive Covenant. During Employee's Upon any cessation of employment with hereunder -------------------- other than one pursuant to Sections 6(d) or 6(f), the Company, Executive agrees that for the period commencing on the Consummation Date and for a period of ending on the date which is two (2) years following termination of Employee's employment with from the Company for any reasondate the Executive is no longer employed by the Company, as long as the Company meets its obligations under this Agreement, Employee shall Executive will not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly: (i) engage in any trade or business directly competitive with that of any of the Company or any of its subsidiaries, with anywhere in the CompanyUnited States or such other country or countries in which the Company actively engages in its trade or business as of the Date of Termination (the "Territory"); (ii) become associated as a manager, supervisor, employee, consultant, advisor, control shareholder (either individually or as part of an affiliated group), or otherwise of any person, corporation or entity engaging in any trade or business directly competitive with those of the Company, as Company or any of its subsidiaries anywhere in the Territory; (iii) call upon any client or clients of the Company is conducting or any of its business at subsidiaries for the time purpose of termination selling or soliciting for any person, corporation or entity, other than any of his employmentthe Company or its subsidiaries, sales of any products, processes, or services directly competitive with those of the Company within the Territory; (iv) divert, solicit or take away any such client or clients of the Company or any of its subsidiaries for the purpose of selling any products or services directly competitive with those of the Company or any of its subsidiaries; and service any contracts or accounts relating to any products or services directly competitive with those of the Company or any of its subsidiaries for any person, corporation or entity other than the Company or any of its subsidiaries; or (bv) assist financially induce, influence, combine or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hireconspire with, or attempt to recruit induce, influence, combine or hire, directly or indirectlyconspire with, any member of the key management team who is employed by officers or employees of the Company at the time of termination of Employee's to terminate his or her employment (for purposes of this Section 6(c), with or to directly compete against the Company's key management team shall include those employees eligible to receive either stock option grants , any of its present or awards of stock appreciation rights under future subsidiaries, or any of the Company's incentive compensation planspresent or future affiliates about which the Executive obtained any knowledge of the business or operation of such affiliate during the Term of this Agreement. The provisions of this Section 9 shall not apply to Employee in the event of a termination of employment hereunder pursuant to Sections 6(d) or 6(f); or (d) directly . Should any of the time periods or indirectlythe geographic area set forth in this Section 9 be held to be unreasonable by any court of competent subject matter jurisdiction, orally the parties hereto agree to petition such court to reduce the time period or in writing, disparage the Company, its products or employees in any way or interfere geographic area to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant maximum permitted by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementgoverning law.

Restrictive Covenant. During For purposes hereof, the "Noncompetition -------------------- Period" will begin on the Effective Date and end six (6) months after the date Employee's employment with the Company is terminated for any reason. In consideration of the Company's agreement to employ Employee and the receipt by the Employee of Confidential Information, Employee hereby agrees that, during the Noncompetition Period, Employee will not (except in the course of performing Employee's authorized duties for the Company under this Agreement), directly or indirectly, on Employee's own behalf or as an officer, director, employee, consultant or other agent of, or as a stockholder, partner or other investor in, any person or entity (other than the Company or its affiliates): (a) engage in any business conducted by the Company, its subsidiaries or affiliates and any business competitive with the business conducted by the Company, its subsidiaries or affiliates (collectively a "Competing Business") within any geographic area in which the Company, its subsidiaries or affiliates conducts any business, or in which businesses competitive with the businesses of the Company, its subsidiaries or affiliates are conducted (the "Territory"), or; (b) directly or indirectly influence or attempt to influence any customer, potential customer, supplier or accounts of the Company, its subsidiaries or affiliates located within the Territory to purchase, sell or lease goods or services related to a Competing Business other than from or to the Company; or (c) solicit, encourage, or take any other action which is intended, directly or indirectly, to induce any other employee of the Company to terminate such employee's employment with the Company, and for a period of two (2) years following termination of Employee's employment or interfere in any manner with the Company for any reason, as long as contractual or employment relationship between the Company meets its obligations under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, and any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with other employees of the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, hire or attempt to recruit or hire, directly or indirectly, hire any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment former employee of the Company with any existing business relationship of the Company and any of its employees, agents whose termination from employment has been effective for ninety (90) days or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreement.less;

Restrictive Covenant. During (a) The Employee acknowledges and agrees that he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, until the termination of the Employee's employment with (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for twenty-four (24) months (the Company"Restricted Period"), and for a period the Employee shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of two any corporation or other business entity: (2i) years following termination engage, in any state or territory of the United States of America or other country where the Company is doing business (determined as of the date the Employee's employment with the Company for any reasonterminates), as long as in direct or indirect competition with the business conducted by the Company meets its obligations under this Agreement, or activities which the Company plans to conduct within one (1) year of termination (determined as of the date the Employee's employment with the Company terminates) of which Employee shall not,has knowledge; (aii) directly request or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or otherwise attempt to recruit induce or hireinfluence, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)present customer, the Company's key management team shall include those employees eligible to receive either stock option grants supplier or awards of stock appreciation rights under any licensor, or prospective customer, supplier or licensor, of the Company's incentive compensation plans), or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (diii) hire or solicit for employment, directly or indirectly, orally or in writinginduce or actively attempt to influence, disparage the Company, its products or employees in any way or interfere to the detriment Employee of the Company or any Affiliate, as such term is defined in the Securities Act of 1933, as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (b) In the event that either the geographical area or the Restrictive Period set forth in Section 8(a) of this Agreement is deemed to be unreasonably restrictive in any existing business relationship court proceeding, the court may reduce such geographical area and Restrictive Period to the extent which it deems reasonable under the circumstances. (c) Nothing in this Section 8, whether express or implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Company Securities Exchange Act of 1934, as amended; provided, however, that the Employee holds of record and beneficially less than five percent (5%) of the votes eligible to be cast generally by holders of securities of such company for the election of directors. (d) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to be bound by all of the provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made a part hereof as though fully set forth herein, during the Term of this Agreement, and any of its employees, agents or representatives; ortime hereafter. (e) directly Employee acknowledges and agrees that in the event of a breach or indirectly divert threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall be entitled, to the extent permissible by law, to obtain immediate injunctive relief restraining the Employee from conduct in breach or attempt threatened breach of the covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to divert it for such breach or threatened breach, including the recovery of damages from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreement.

Restrictive Covenant. During Employee's employment Executive acknowledges that his services are of -------------------- a special and unusual character with a unique value to the Company, the loss of which cannot be adequately compensated by damages in an action at law. The Company acknowledges that the restrictions on Executive's employment set forth below may restrict Executive from earning a livelihood and, therefore, the Company shall compensate Executive as set forth in Section 4 for the twelve (12) month period following termination of employment. In lieu of compensating Executive as set forth in Section 4 for said twelve (12) month period, the Company may elect in writing delivered to Executive at any time prior to termination to waive the provisions of this Section 5. The Executive covenants and agrees that upon the termination of employment hereunder and for a period of two twelve (212) years following termination of Employee's employment with the Company for any reasonmonths thereafter, as long as the Company meets its obligations under this Agreement, Employee Executive shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business county in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested conducts its business as of the date of termination of employment, directly or indirectly, either as an individual or on his own account, or as an employee, agent, salesman, or member of any person, corporation, firm or otherwise, provide services, call upon, solicit, enter into, or engage in the business conducted by the Company on the date of termination of employment. Executive shall not during the twelve (12) month period provided above, directly or indirectly, (a) accept any order tendered to him by any account or prospective account of the Company's obligations under this Agreement, or (b) solicit, direct, or take away, directly or indirectly, any of the customers, business or patronage of the business of the Company, (c) directly or indirectly induce or attempt to influence an employee of the Company to terminate his employment herewith, or (d) own any equity securities in any business which competes with the Company, except that Executive may own an equity interest of up to three percent (3%) in a competing business, if such equity securities are publicly traded.

Restrictive Covenant. During EmployeeIn consideration of the Corporation's employment with the Company, and for a period of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under entering into this Agreement, Employee shall not, Executive agrees that during the Restricted Period (aas hereinafter defined) she will not (i) directly or indirectly own, manage, operate, join, advise, control, participate in, invest in, finance, lend money to, guarantee the debts or obligations of or otherwise be employed or retained byconnected with, serve in any manner, whether as an officer officer, director, employee, stockholder, partner, venturer, investor, agent, broker, lender, guarantor or director of, act as a consultant or advisor to, engage in, or be financially interested inotherwise, any person business entity that is engaged (a) in the design, development, construction or personsoperation of alternate access or other telecommunications networks within or without the United States of America (1) in all locations in which any of the GST Companies are doing business at the time of such termination, firmand (2) in all locations in respect of which any of the GST Companies are actively planning for and/or pursuing a business opportunity at the time of such termination, associationwhether or not the Corporation theretofore has submitted any bids (the locations referred to in clauses (1) and (2) above being hereinafter referred to as the "Restricted Locations"), venture(b) in the business of providing long distance or other telecommunications services, entityincluding, without limitation, reseller services, in any Restricted Locations or (c) in any other business engaged in by any of the GST Companies in any Restricted Locations on the date of termination of Executive's employment; (ii) for herself or on behalf of any other person, partnership, corporation or sole proprietorship that competesentity, directly or indirectly, indirectly or by action together with the Company, or others call on any business customer of the CompanyCorporation in the Restricted Locations for the purpose of soliciting, as diverting or taking away any customer from the Company is conducting its business at the time of termination of his employmentCorporation; or or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (eiii) directly or indirectly divert induce, influence or attempt seek to divert induce or influence any person engaged as an employee, representative, agent, consultant, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation or retain such person. Nothing contained herein shall be deemed to prohibit Executive from investing her funds, solely on a passive basis, in securities of an issuer if the Company any business securities of such issuer are listed for trading on a national securities exchange or are traded in which the Company is engagedover-the-counter market and Executive's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding. Any breach For the purposes of this restrictive covenant by Employee Paragraph 8, the term Restricted Period shall effect a forfeiture mean the period commencing on the date hereof and ending on the earlier of Employee's rights hereunder and terminate the Company's obligations under this AgreementSeptember 30, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether 1998 or not earned or vested as of the date of termination of Executive's employment hereunder; provided, however, that if Executive's employment hereunder is terminated prior to September 30, 1998 by the Company's obligations under Corporation for Cause (as hereinafter defined) or by Executive otherwise than for Employer Breach, and (x) such termination occurs on or before March 31, 1998, then the Restricted Period shall end one year after such termination, or (y) if such termination occurs on or after April 1, 1998, then the Restricted Period shall end six months after such termination. Executive acknowledges that the provisions of this AgreementParagraph 8 are reasonable and necessary for the protection of the Corporation and are essential to the willingness of the Corporation to employ Executive, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 8, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. Employee acknowledges and recognizes the highly competitive nature of the businesses of Employer, Parent and their respective affiliates and accordingly agrees as follows: (i) During the term of Employee's ’s employment with the Companyand, and for a period of two one (2) years 1)-year following the date Employee ceases to be employed by Employer, irrespective of the reason for termination of Employee's such employment with (the Company for any reason, as long as the Company meets its obligations under this Agreement“Restricted Period”), Employee shall not, (a) , whether on Employee’s own behalf or on behalf of or in conjunction with any other Person, directly or indirectly be employed solicit or retained byassist in soliciting in competition with Employer, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of any client or prospective client: A. with whom Employee had personal contact or dealings on behalf of Employer at any time during the Company, as the Company is conducting its business at the time of one (1)-year period preceding Employee’s termination of his employment; B. with whom employees reporting to Employee had had personal contact or dealings on behalf of Employer at any time during the one year immediately preceding Employee’s termination of employment; or C. for whom Employee had direct or indirect responsibility at any time during the one (b1)-year immediately period preceding Employee’s termination of employment. (ii) assist financially or in any other mannerDuring the Restricted Period, Employee will not directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder indirectly: A. engage in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Companybusiness of Employer, Parent or their respective affiliates (including, without limitation, businesses which Employer, Parent or their respective affiliates have specific plans to conduct in the future and as to which Employee is aware of such planning) in any county of any state of the United States or a comparable jurisdiction of Israel where Employer, Parent or their respective affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (“Competitive Business”); B. enter the employ of, or render any business services to, any Person (or any division or controlled or controlling affiliate of the Company, as the Company is conducting its business at the time of termination of his employment; orany Person) who or which engages in a Competitive Business; (c) recruit or hireC. acquire a financial interest in, or attempt to recruit or hireotherwise become actively involved with, any Competitive Business, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)as an individual, the Company's key management team shall include those employees eligible to receive either stock option grants partner, shareholder, officer, director, principal, agent, trustee or awards of stock appreciation rights under any of the Company's incentive compensation plans)consultant; or D. interfere with, or attempt to interfere with, any business relationships (dwhether formed before, on or after the date of this Agreement) between Employer, Parent or any of their respective affiliates and customers, clients, suppliers or investors. (iii) Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business, which securities are publicly traded on a national or regional stock exchange or on the over-the-counter market if Employee (A) is not a controlling person of, or a member of a group which controls, such Person and (B) does not, directly or indirectly, orally own two percent (2%) or more of any class of securities of such Person. (iv) During the Restricted Period, Employee will not, whether on Employee’s own behalf or on behalf of or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company conjunction with any existing business relationship Person, directly or indirectly: A. Solicit or encourage any employee of Employer or Parent or their respective affiliates to leave the Company and any employment of its employeesEmployer, agents Parent or representativestheir respective affiliates; or (e) directly B. hire any such employee who was employed by Employer, Parent or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested their respective affiliates as of the date of Employee’s termination of employment with Employer, or who left the Company's obligations under this Agreementemployment of Employer, Parent or their respective affiliates coincident with, or within one year prior to or after, the termination of Employee’s employment with Employer, unless such employee has not been employed by Employer, Parent or any of their respective affiliates for a period of six (6) months.

Restrictive Covenant. During Employee's (a) The Employee recognizes that the Company is relying on his extensive experience, knowledge, ability and contacts in the Business engaged in by the Company in entering into this Agreement. For this reason, Employee covenants and agrees that during the period of his employment by the Company, and for a period of one year immediately following such employment, (except in the event the Company elects to terminated this Agreement or any extension thereof pursuant to the Section 2(b) in which case Section 6(b) shall be in effect) he shall not have any direct or indirect ownership or other financial interest in and will not directly or indirectly, engage in, or in any manner become interested in (as principal, agent, consultant, advisor, officer, director, employee or otherwise) any business which competes with the Business of the Company in the geographic territory in which the Employee is then operating nor will he solicit business directly or indirectly on behalf of such competing business. In addition, as part of the consideration required of him under this Agreement, Employee shall not, while in the employment of the Company, and for a period of two (2) years following termination thereafter either: (1) hire or otherwise induce any employee or employees of Employee's employment with the Company for or any reasonof its subsidiaries, to leave or terminate such employment, or (2) employ, assist in employing or otherwise associate in business with any such employee of the Company or any of its subsidiaries. Further, as long as part of the Company meets its obligations consideration required of him under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained byagrees that he will not at any time, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, either during his employment with the CompanyCompany of after cessation thereof divulge to any person, firm or company any information received by him during the course of his employment relating to or affecting the business of the Company, as including, but not specifically limited to, information relating to any contracts, statistics, methods, costs or revenues, and all of such information shall be kept confidential and not in any way be revealed to anyone without the express written consent of the Company. Employee understands that the breach or the threatened breach of any of the covenants contained herein to which Employee has agreed will result in irreparable injury to the Company is conducting and agrees that the Company may, in addition to its business remedies at law in any such event, seek and obtain a court injunction restraining the time breach of termination said covenants or any of his employment; orthem. (b) assist financially In the event that the Company elects to terminate this Agreement, or any extension thereof under Section 2(b) hereof, the Company shall have the right to require Employee to abide by the covenant described herein for a period of up to one year immediately following such termination date. In such event, Employee covenants and agrees that for the non-competitive period described above, he shall not have any direct or indirect ownership or other financial interest in and will not directly or indirectly engage in, or in any other mannermanner become interested in (as principal, agent, consultant, advisor, officer, director, employee or otherwise) any business which competes with the Business of the Company in the geographic territory in which the Employee is then operating nor will he solicit business, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess indirectly on behalf of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementsuch competing business.

Restrictive Covenant. Executive acknowledges and recognizes the highly competitive nature of the businesses of Employer and its affiliates and accordingly agrees as follows: (i) During Employee's the term of Executive’s employment with the Companyand, and for a period of two (2) years one year following termination of Employee's employment with the Company date Executive ceases to be employed by Employer for any reasonreason (the “Restricted Period”), as long as the Company meets its obligations under this AgreementExecutive will not, Employee shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (a) “Person”), directly or indirectly be employed solicit or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, assist in soliciting in competition with Employer; the Company, or any business of any client or prospective client: A. with whom Executive had personal contact or dealings on behalf of Employer during the Company, as the Company is conducting its business at the time of one year period preceding Executive’s termination of his employment; B. with whom employees reporting to Executive had had personal contact or dealings on behalf of Employer during the one year immediately preceding Executive’s termination of employment; or C. for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (bii) assist financially or in any other mannerDuring the Restricted Period, Executive will not directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder indirectly: A. engage in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Companybusiness of Employer or its affiliates (including, without limitation, businesses which Employer or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in any county of any state of the United States or a comparable jurisdiction of Israel where Employer or its affiliates researches, develops, manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (“Competitive Business”); B. enter the employ of, or render any business services to, any Person (or any division or controlled or controlling affiliate of the Company, as the Company is conducting its business at the time of termination of his employment; orany Person) who or which engages in a Competitive Business; (c) recruit or hireC. acquire a financial interest in, or attempt to recruit or hireotherwise become actively involved with, any Competitive Business, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)as an individual, the Company's key management team shall include those employees eligible to receive either stock option grants partner, shareholder, officer, director, principal, agent, trustee or awards of stock appreciation rights under any of the Company's incentive compensation plans)consultant; or D. interfere with, or attempt to interfere with, business relationships (dwhether formed before, on or after the date of this Agreement) between Employer or any of its affiliates and customers, clients, suppliers or investors of Employer or its affiliates. (iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of Employer or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such Person and (B) does not, directly or indirectly, orally own five percent (5%) or more of any class of securities of such Person. (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company conjunction with any existing business relationship Person, directly or indirectly: A. solicit or encourage any employee of Employer or its affiliates to leave the Company and any employment of Employer or its employees, agents or representativesaffiliates; or (e) directly B. hire any such employee who was employed by Employer or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested its affiliates as of the date of Executive’s termination of employment with Employer, or who left the Company's obligations under this Agreementemployment of Employer or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with Employer, unless such employee has not been employed by Employer for a period of six months.

Restrictive Covenant. During Employee's employment with Without prior written consent of the CompanyBoard of Directors of Employer, and such consent not to be unreasonably withheld, Executive agrees that he will not for a period of two (2) years one year following the termination by Executive of Employee's his employment with Employer whether before or after the Company expiration of the Employment Term (or to such lesser extent and for any reasonsuch lesser period as may be deemed enforceable by a court of competent jurisdiction, as long as it being the Company meets its obligations under intention of the parties that this Agreement, Employee Section 10 shall not, be so enforced): (ai) directly or indirectly be employed or retained byengage, serve as an officer or director ofin the United States, act as a consultant or advisor to, engage in, or be financially interested in, in any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, business in competition with the Companyprimary business conducted by Employer, either as employee, independent contractor, owner, partner, lender or any business of the Companystockholder, as the Company is conducting its business at the time of termination of his employment; or the Executive (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess provided that the foregoing shall not be construed to prohibit ownership of less than 5% of the issued and outstanding sharesshares of any public corporation); (ii) solicit, agent, owner, advisor or material financial backer, any person or entity to enter into, developcanvass, or carry on accept any business that competes with the Companyfor any other competing company, or business similar to any business of the CompanyEmployer, from any past, present or future ("future," as the Company is conducting its business used herein, shall mean at or prior to the time of termination of employment) customer of Employer; (iii) directly or indirectly induce or attempt to influence any employee of Employer to terminate his employment; or or (civ) recruit directly or hireindirectly request any present or future (as defined above) entities with whom Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the foregoing, upon the termination of the Executive's employment by the Employer for any reason, whether before or after the expiration of the Employment Term, Executive shall not (x) at any time directly or indirectly disclose to any person, firm or corporation any trade, technical or technological secrets, or attempt to recruit (y) for a period of one year following termination disclose any details of organization or hirebusiness affairs, directly or indirectlyany names of past, any member present or future (as defined above) customers of the key management team who is employed by the Company at the time of termination of Employee's employment (for Employer. For purposes of this Section 6(c)10, the Company's key management team term "Employer" shall be deemed to include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company Employer and any all of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementsubsidiary corporations.

Restrictive Covenant. During Employee's employment with 6.1 In consideration for the Company, Compensation to be received hereunder by the Representative and for a period in view of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee shall not, (a) the unique and valuable services it is expected that the Representative will render and (b) the knowledge of the Representative of the business, services, customers, trade secrets, and other proprietary information relating to the business of Compuflight, and its customers and suppliers, that it is expected the Representative will obtain, the Representative agrees that he will not, during the Engagement Period, without the prior written approval of Compuflight, directly or indirectly indirectly, anywhere in the world, whether individually or as a principal, officer, employee, partner, director, representative or agent of or consultant for any entity, do any of the following: (i) engage or participate in the ownership, management, operation or control of, or otherwise be connected with, a business which is similar to or competitive with, directly or indirectly, that engaged in by Compuflight at any time during the Engagement Period and shall not make any investments in any such similar or competitive entity (except that the foregoing shall not restrict the Representative from owning not more than five percent (5%) of the outstanding Common Stock of any corporation, the Common Stock of which is listed on a national securities exchange of NASDAQ); (ii) cause or seek to persuade any director, officer, employee, customer, subscriber, account, agent or supplier of Compuflight to discontinue the status, employment or relationship of such person or entity with Compuflight, or to become employed in any activity similar to or retained bycompetitive with the activities of Compuflight; (iii) cause or seek to persuade any prospective customer, serve as an subscriber or account of Compuflight to determine not to enter into a business relationship with Company; (iv) hire or retain any director, officer or director ofemployee of Compuflight; or (v) solicit or cause or authorize to be solicited, act as a consultant for or advisor to, engage in, on behalf of him or be financially interested inany third party, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competesbusiness which is competitive, directly or indirectly, with Compuflight from others who are, at any time during the CompanyEngagement Period, (a) customers, subscribers or accounts of Compuflight, or (b) prospective customers, subscribers or accounts of Compuflight who are actively being solicited by Compuflight. (a) The Representative represents that he has been informed that it is the policy of Compuflight to maintain as secret all confidential information relating to Compuflight, including, without limitation, any business and all knowledge or information with respect to secret or confidential methods, processes, plans, materials, customer lists or data, or with respect to any other confidential or secret aspect of the CompanyCompuflight's activities, as the Company and further acknowledges that such confidential information is conducting its business at the time of termination great value to Compuflight. The Representative recognizes that, by reason of his employment; orengagement by Compuflight, he has acquired and will acquire confidential information as aforesaid. The Representative confirms that it is reasonably necessary to protect Compuflight's goodwill, and, accordingly, hereby agrees that he will not, directly or indirectly (except where authorized by the Board of Directors of Compuflight for the benefit of Compuflight), at any time during the term of this Agreement or thereafter divulge to any person, firm or other entity, or use, or cause or authorize any person, firm or other entity to use, any such confidential information. (b) assist financially The Representative agrees that he will not, at any time, remove from Compuflight's premises any drawings, notebooks, data or other confidential information relating to the business and procedures heretofore or hereafter acquired, developed and/or used by Compuflight, except where necessary in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination fulfillment of his employment; orduties hereunder. (c) recruit The Representative agrees that, upon the expiration or hiretermination of this Agreement for any reason whatsoever, he shall promptly deliver to Compuflight any and all drawings, notebooks, data and other documents and material, including all copies thereof, in his possession or under his control relating to any confidential information or discoveries, or attempt which is otherwise the property of Compuflight. (d) For purposes hereof, the term "confidential information" shall mean all information given to recruit or hirethe Representative, directly or indirectly, any member of the key management team who is employed by Compuflight and all other information relating to Compuflight otherwise acquired by the Company Representative during the course of his engagement by Compuflight, other than information which (i) was in the public domain at the time of termination of Employee's employment (for purposes of this Section 6(c)furnished to, or acquired by, the Company's key management team shall include those employees eligible to receive either stock option grants Representative, or awards of stock appreciation rights under any of (ii) thereafter enters the Company's incentive compensation plans); or (d) public domain other than through disclosure, directly or indirectly, orally by the Representative or others in writing, disparage the Company, its products violation of an agreement of confidentiality or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementnondisclosure.

Restrictive Covenant. During Employee's employment with The Company, the Consultant and Employee have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Company, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Consultant hereby agrees that, except with the express prior written consent of the Company, for the term of this Agreement, as such may be extended, it will not, and will cause Employee not to, directly or indirectly compete with the business of the Company including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, consulting for, advising, brokering, acquiring, selling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Company to terminate employment with Company and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Company, or by soliciting or attempting to solicit for any reason whatsoever any person or entity from whom the Company, or any Affiliate, has bought property (the "Restrictive Covenant"). For purposes of this paragraph(s), a business shall be considered "similar" to that of the Company if it is engaged in the acquisition, development, ownership, operation, management or leasing of office, medical office, office flex and related commercial properties (or Excluded Activities or Other Property Types from time to time pursued by the Company) (i) in any geographic market or territory in which the Company owns properties during the term of this Agreement; (ii) in any "Target Market" publicly identified as an intended situs of acquisitions by the Company; or (iii) in any market in which an acquisition is proposed or pending during the term of this Agreement. An acquisition shall be deemed to be pending if it is the subject of a purchase (or lease or contribution or other acquisition or venture-related) agreement, or whose basic terms shall have been confirmed in writing under a binding or non-binding letter of intent or term sheet executed by the parties. In addition, for a period of two six (26) years months following the termination of Employee's employment with the Company this Agreement for any reasonreason whatsoever, with or without cause, whether precipitated by the Consultant or the Company, the Consultant shall and shall cause its Employee to abandon and refrain from contact with every person and entity in connection with or concerning any potential acquisition or Covered Transaction then in the Company's "Pipeline" (as long as defined below). Within ten (10) business days after the Company meets its obligations under termination of this Agreement, Employee the Consultant shall deliver to the CEO of the Company, and the CEO shall deliver to the Consultant, a written statement of all acquisitions or other Projects (as hereinafter defined) in the Pipeline (the "Pipeline Statement"). The Consultant's receipt of any amounts otherwise due under Sections 4(b) or (c) or otherwise hereunder shall be conditioned on and withheld pending its providing the Pipeline Statement to the CEO. The restrictions concerning any one individual Project in the Pipeline shall continue for such six (6) month period unless the Consultant receives from the Company written notice that the Company has abandoned such Project, and any such notice shall not diminish or otherwise affect the restrictions on any other Projects contained in the Pipeline Statement. A Project shall be considered in the "Pipeline" if, as of the date of the Consultant's termination, the acquisition of the Project is pending (for example, is the subject of a letter of intent), or is subject to a written proposal or a written broker submittal. Omission of a Project from the Pipeline Statement by the Consultant shall not affect the application of this Section 6(a) to any Project that is in fact in the Pipeline. For purposes of this Agreement, a "Project" includes any potential Covered Transaction, and may take the form of (w) an acquisition for cash, or an acquisition as part of an UPREIT transaction or otherwise; (x) a development project; (y) a joint venture partnership or other cooperative relationship, whether through a DOWNREIT relationship or otherwise; or (z) any other investment by the Company or an Affiliate. If the Consultant violates the Restrictive Covenant and the Company brings legal action for injunctive or other relief, the Company shall not, , as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant with respect to the Covered Transaction or Project which is the subject of the violation. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) directly computed from the date the relief is granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Consultant. In the event that a successor of the Company assumes and agrees to perform this Agreement or indirectly be employed otherwise acquires the Company, this Restrictive Covenant shall continue to apply only to the primary service area of the Company as it existed immediately before such assumption or retained byacquisition, serve as an officer and shall not apply to any of the successor's other offices or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competesmarkets. The foregoing Restrictive Covenant shall not prohibit the ownership, directly or indirectly, with of capital stock or similar securities which are listed on a securities exchange or quoted on the Company, or any business National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the Companyoutstanding capital stock of any corporation. Notwithstanding the foregoing, as the Restrictive Covenant shall no longer remain in force against the Consultant in the event the Company is conducting shall, within the meaning of the United States Bankruptcy Code, be insolvent so as to be unable to pay its business at the time of termination of his employment; or (b) assist financially debts as they become due or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether be subject to a pending proceeding as a partner, shareholder in excess debtor under the United States Bankruptcy Code or a state proceeding such an assignment for the benefit of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementcreditors.

Restrictive Covenant. During (a) The Employee acknowledges and agrees that he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, until the termination of the Employee's employment with (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for twelve (12) months (the Company"Restricted Period"), and for a period the Employee shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of two any corporation or other business entity: (2i) years following termination engage, in any state or territory of the United States of America or other country where the Company is actively doing business (determined as of the date the Employee's employment with the Company for any reasonterminates), as long as in direct or indirect competition with the business conducted by the Company meets its obligations under this Agreement, Employee shall not,or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (aii) directly request or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or otherwise attempt to recruit induce or hireinfluence, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)present customer or supplier, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any prospective customer or supplier, of the Company's incentive compensation plans), or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (diii) hire or solicit for employment, directly or indirectly, orally or induce or actively attempt to influence, any Employee of the Company or any Affiliate, as such term is defined in writingthe Securities Act of 1933, disparage as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (b) If the Employee violates any of the restrictions contained in Section 8(a) above, the Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to the satisfaction of the Company, its products and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee under this Agreement. (c) In the event that either the geographical area or employees the Restrictive Period set forth in Section 8(a) of this Agreement is deemed to be unreasonably restrictive in any way or interfere court proceeding, the court may reduce such geographical area and Restrictive Period to the detriment extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company; provided, however, that during the term of this agreement, and with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with any existing business relationship the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the Company and any votes eligible to be cast generally by holders of its employees, agents or representatives; orsecurities of such company for the election of directors. (e) directly or indirectly divert or attempt The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and signed and will continue to divert from be bound by all of the Company any business provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made a part hereof as though fully set forth herein, during the Company is engaged. Any breach term of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and any time hereafter. (f) The Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall not be entitled entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation contemplated by being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, whether and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or not earned or vested as threatened breach of the date covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of termination of damages from the Company's obligations under this AgreementEmployee.

Restrictive Covenant. During Employee's By his employment with the Company, Executive will acquire additional and intimate knowledge about the customers, financial data, price and business negotiations and business techniques of the Company, as they may now exist or as they may be developed in the future. Executive acknowledges and agrees that he will utilize the Company's ideas, techniques and expertise in performing his duties hereunder. In order to avoid the inadvertent disclosure of the Company's confidential matters, and as consideration for all of the benefits provided to Executive hereunder, Executive hereby covenants and agrees that during his employment with the Company and for a period of two (2) years following from and after the effective date of the termination of Employee's his employment with the Company for any reasonCompany, as long as the Company meets its obligations under this Agreement, Employee Executive shall not,, directly, either by himself or through others, or as an individual, partner, employee, agent, officer, stockholder or otherwise: (a) directly solicit, divert, take away or indirectly be employed attempt to take away the business of the Company's present or retained by, serve as an officer or director of, act as a consultant or advisor to, engage inpast customers, or be financially interested inthe customers of any affiliated or related companies of the Company, in any person business or personsenterprise competing with the Company or any affiliated or related companies of the Company, firmor do anything to impair the prospects of sales or business retention of the Company or any affiliated or related companies of Company, associationincluding, venturewithout limitation, entityaccept any commission, partnership, corporation compensation or sole proprietorship that competesbenefit, directly or indirectly, with on any product written in replacement of any product produced or underwritten by the Company, Company or any business affiliated or related companies of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially solicit, hire, employ or in endeavor to employ any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as 's employees or employees of any affiliated or related companies of the Company is conducting its business at the time or agents or agency personnel of termination Company or any affiliated or related Companies of his employmentCompany; or (c) recruit be associated with or hireemployed in any sales or production capacity by or on behalf of any person, partnership, firm, corporation or attempt other business association engaged or seeking to recruit engage in any business or hire, enterprise competing directly or indirectly, indirectly with the Company or any member affiliated or related companies of the key management team who is Company. For purposes of this paragraph, the references to "employee" shall be any individual employed by the Company at the time of termination of Employee's employment such hiring, solicitation or other act, or any individual so employed at any time during the six (for purposes of this Section 6(c)6) month period preceding such hiring, the Company's key management team shall include those employees eligible to receive either stock option grants solicitation or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementother act.

Restrictive Covenant. During Employee's employment with Without the Companyprior written consent of the Board of Directors of Employer including the WP Designee, and such consent not to be unreasonably withheld, Executive agrees that he will not for a period of two (2) years one year following the termination by Executive of Employee's his employment with Employer whether before or after the Company expiration of the Employment Term (or to such lesser extent and for any reasonsuch lesser period as may be deemed enforceable by a court of competent jurisdiction, as long as it being the Company meets its obligations under intention of the parties that this Agreement, Employee Section 10 shall not, be so enforced): (ai) directly or indirectly be employed or retained byengage, serve as an officer or director ofin the United States, act as a consultant or advisor to, engage in, or be financially interested in, in any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, business in competition with the Companyprimary business conducted by Employer, either as employee, independent contractor, owner, partner, lender or any business of the Companystockholder, as the Company is conducting its business at the time of termination of his employment; or the Executive (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess provided that the foregoing shall not be construed to prohibit ownership of less than 5% of the issued and outstanding sharesshares of any public corporation); (ii) solicit, agent, owner, advisor or material financial backer, any person or entity to enter into, developcanvass, or carry on accept any business that competes with the Companyfor any other competing company, or business similar to any business of the CompanyEmployer, from any past, present or future ("future," as the Company is conducting its business used herein, shall mean at or prior to the time of termination of employment) customer of Employer; (iii) directly or indirectly induce or attempt to influence any employee of Employer to terminate his employment; or or (civ) recruit directly or hireindirectly request any present or future (as defined above) entities with whom Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the foregoing, upon the termination of the Executive's employment by the Employer for any reason, whether before or after the expiration of the Employment Term, Executive shall not (x) at any time directly or indirectly disclose to any person, firm or corporation any trade, technical or technological secrets, or attempt to recruit (y) for a period of one year following termination disclose any details of organization or hirebusiness affairs, directly or indirectlyany names of past, any member present or future (as defined above) customers of the key management team who is employed by the Company at the time of termination of Employee's employment (for Employer. For purposes of this Section 6(c)10, the Company's key management team term "Employer" shall be deemed to include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company Employer and any all of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementsubsidiary corporations.

Restrictive Covenant. During (a) The Employee acknowledges and agrees that he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, until the termination of the Employee's employment with (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for the Company, and for a period of two time, not to exceed eighteen (218) years following termination months, for which the Employee is being compensated at an annual rate of at least 50% of the last annual base salary received by the Employee under Section 3(a) hereof (the "Restricted Period"), the Employee shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of any corporation or other business entity: (i) engage, in any state or territory of the United States of America where the Company is doing business (determined as of the date the Employee's employment with the Company for any reasonterminates), as long as in direct or indirect competition with the business conducted by the Company meets its obligations under this Agreement, Employee shall not,or activities which the Company plans to conduct with one year (determined as of the date the Employee's employment with the Company terminates); (aii) directly request or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or otherwise attempt to recruit induce or hireinfluence, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)present customer or supplier, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any prospective customer or supplier, of the Company's incentive compensation plans), or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (diii) hire or solicit for employment, directly or indirectly, orally or induce or actively attempt to influence, any Employee of the Company or any Affiliate, as such term is defined in writingthe Securities Act of 1933, disparage as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (b) If the Employee violates any of the restrictions contained in Section 8(a) above, the Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to the satisfaction of the Company, its products and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee under this Agreement. (c) In the event that either the geographical area or employees the Restrictive Period set forth in Section 8(a) of this Agreement is deemed to be unreasonably restrictive in any way or interfere court proceeding, the court may reduce such geographical area and Restrictive Period to the detriment extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Company with any existing business relationship Securities Exchange Act of 1934, as amended; provided, however, that the Employee holds of record and beneficially less than two percent (2%) of the Company and any votes eligible to be cast generally by holders of its employees, agents or representatives; orsecurities of such company for the election of directors. (e) directly or indirectly divert or attempt The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to divert from be bound by all of the Company any business provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made a part hereof as though fully set forth herein, during the Company is engaged. Any breach term of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall not be entitled entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation contemplated by being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, whether and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or not earned or vested as threatened breach of the date covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of termination of damages from the Company's obligations under this AgreementEmployee.

Restrictive Covenant. During Employee's (a) The Employee recognizes that the Company is relying on his extensive experience, knowledge, ability and contacts in the Business engaged in by the Company in entering into this Agreement. For this reason, Employee covenants and agrees that during the period of his employment by the Company, and for a period of one year immediately following such employment, (except in the event the Company elects to terminate this Agreement or any extension thereof pursuant to the Section 2(b) in which case Section 6(b) shall be in effect) he shall not have any direct or indirect ownership or other financial interest in and will not directly or indirectly engage in, or in any manner become interested in (as principal, agent, consultant, advisor, officer, director, employee or otherwise) any business which competes with the Business of the Company in the geographic territory in which the Employee is then operating nor will he solicit business directly or indirectly on behalf of such competing business. In addition, as part of the consideration required of him under this Agreement, Employee shall not, while in the employment of the Company, and for a period of two (2) years following termination thereafter either: (1) hire or otherwise induce any employee or employees of Employee's employment with the Company for or any reasonof its subsidiaries, to leave or terminate such employment, or (2) employ, assist in employing or otherwise associate in business with any such employee of the Company or any of its subsidiaries. Further, as long as part of the Company meets its obligations consideration required of him under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained byagrees that he will not at any time, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, either during his employment with the CompanyCompany or after cessation thereof divulge to any person, firm or company any information received by him during the course of his employment relating to or affecting the business of the Company, as including, but not specifically limited to, information relating to any contracts, statistics, methods, costs or revenues, and all of such information shall be kept confidential and not in any way be revealed to anyone without the express written consent of the Company. Employee understands that the breach or the threatened breach of any of the covenants contained herein to which Employee has agreed will result in irreparable injury to the Company is conducting and agrees that the Company may, in addition to its business remedies at law in any such event, seek and obtain a court injunction restraining the time breach of termination said covenants or any of his employment; orthem. (b) assist financially In the event that the Company elects to terminate this Agreement, or any extension thereof under Section 2(b) hereof, the Company shall have the right to require Employee to abide by the covenant described herein for a period of up to one year immediately following such termination date. In such event, Employee covenants and agrees that for the non-competitive period described above, he shall not have any direct or indirect ownership or other financial interest in and will not directly or indirectly engage in, or in any other mannermanner become interested in (as principal, agent, consultant, advisor, officer, director, employee or otherwise) any business which competes with the Business of the Company in the geographic territory in which the Employee is then operating nor will he solicit business, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess indirectly on behalf of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementsuch competing business.

Restrictive Covenant. During (a) The Employee acknowledges and agrees that -------------------- he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, until the termination of the Employee's employment with (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for twelve (12) months (the Company"Restricted Period"), and for a period the Employee shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of two any corporation or other business entity: (2i) years following termination engage, in any state or territory of the United States of America or other country where the Company is actively doing business (determined as of the date the Employee's employment with the Company for any reasonterminates), as long as in direct or indirect competition with the business conducted by the Company meets its obligations under this Agreement, Employee shall not,or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (aii) directly request or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or otherwise attempt to recruit induce or hireinfluence, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)present customer or supplier, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any prospective customer or supplier, of the Company's incentive compensation plans), or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (diii) hire or solicit for employment, directly or indirectly, orally or induce or actively attempt to influence, any Employee of the Company or any Affiliate, as such term is defined in writingthe Securities Act of 1933, disparage as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (b) If the Employee violates any of the restrictions contained in Section 8(a) above, the Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to the satisfaction of the Company, its products and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee under this Agreement. (c) In the event that either the geographical area or employees the Restrictive Period set forth in Section 8(a) of this Agreement is deemed to be unreasonably restrictive in any way or interfere court proceeding, the court may reduce such geographical area and Restrictive Period to the detriment extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company; provided, however, that during the term of this agreement, and with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with any existing business relationship the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the Company and any votes eligible to be cast generally by holders of its employees, agents or representatives; orsecurities of such company for the election of directors. (e) directly or indirectly divert or attempt The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to divert from be bound by all of the Company any business provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made --------- a part hereof as though fully set forth herein, during the Company is engaged. Any breach term of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall not be entitled entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation contemplated by being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, whether and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or not earned or vested as threatened breach of the date covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of termination of damages from the Company's obligations under this AgreementEmployee.

Restrictive Covenant. During 5.1 In the event of the voluntary termination of employment with the Company prior to the expiration of the term hereof, or Employee's employment discharge in accordance with Article VIII, or the expiration of the term hereof without renewal, Employee agrees that she will not, for a period of one (1) year following such termination (or expiration, as the case may be) directly or indirectly enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), if such business is involved in the temporary or permanent medical staffing business, or is otherwise engaged in the same or similar business as the Company shall be engaged and is in direct competition with the Company, and for a period or which the Company is in the process of two (2) years following termination developing, during the tenure of Employee's employment with by the Company for Company. Notwithstanding the foregoing, the ownership by Employee of less than 2% percent of the shares of any reason, as long as publicly held corporation shall not violate the Company meets its obligations under provisions of this AgreementArticle V. 5.2 In furtherance of the foregoing, Employee shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competesnot during the aforesaid period of non-competition, directly or indirectly, in connection with the Companyany computerized payroll or voucher, professional employer organization, administrative service organization, employee leasing, or temporary or permanent staffing business, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere similar to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is was engaged. Any breach , or in the process of this restrictive covenant by Employee shall effect a forfeiture of developing, during Employee's rights hereunder and terminate tenure with the Company's obligations under , solicit any customer or employee of the Company who was a customer or employee of the Company during the tenure of her employment. 5.3 If any court shall hold that the duration of non-competition or any other restriction contained in this AgreementArticle is unenforceable, and Employee it is our intention that same shall not thereby be entitled terminated but shall be deemed amended to any compensation contemplated by this Agreementdelete therefrom such provision or portion adjudicated to be invalid or unenforceable or, whether or not earned or vested as of in the date of termination of the Company's obligations under this Agreementalternative, such judicially substituted term may be substituted therefor.

Restrictive Covenant. During Employee's employment with the Company, and for a period of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee shall not, (a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as to the extent the Company is conducting operating or planning to operate its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as to the extent the Company is conducting operating or planning to operate its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team person who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans)employment; or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way way, or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, customers, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreement.

Restrictive Covenant. During EmployeeIn consideration of Employer's employment with the Companygrant -------------------- of options to Executive, and its covenant to pay a Severance Benefit, each as contained herein, without prior written consent of the Board of Directors of Employer, Executive agrees that he will not for a period of two one (21) years year following the termination of Employee's Executives employment with the Company Employer for any reasonreason whatsoever, (or to such lesser extent and for such lesser period as long as may be deemed enforceable by a court of competent jurisdiction, it being the Company meets its obligations under intention of the parties that this Agreement, Employee Section 10 shall not, be so enforced): (a) directly or indirectly engage in the same state or territory of the United States in any business in direct competition with the primary business conducted by Employer at the time of termination, either as employee, independent contractor, 5% or greater owner, partner, lender or stockholder; and further provided, that the foregoing shall not be employed or retained byconstrued to prohibit ownership of less than 2% of the outstanding shares of any public corporation); (b) solicit, serve as an officer or director of, act as a consultant or advisor to, engage incanvass, or be financially interested in, accept any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Companybusiness for any other company, or business similar to any business of the CompanyEmployer, from any past, present or future (as defined below) customer of Employer; (c) directly or indirectly induce or attempt to influence any employee or Employer to terminate his employment; or (d) directly or indirectly request any present or future ( future , as the Company is conducting its business used herein, shall mean at or prior to the time of termination of employment) entities with who Employer has significant business relationships to curtail or cancel their business with Employer. In addition and without limiting the foregoing, upon the termination of the Executive s employment by the Employer for any reason, whether before or after the expiration of the term of his employment; or (b) assist financially or in , Executive shall not at any other manner, time directly or through indirectly disclose to any other person person, firm or personscorporation any trade, firm, association, venture, entity, partnership, corporation technical or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backertechnological secrets, any person details of organization or entity to enter into, develop, or carry on any business that competes with the Companyaffairs, or any business names of past or present customers of Employer. For the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)10, the Company's key management team term Employer shall be deemed to include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or (d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company Employer and any all of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreementsubsidiaries.

Restrictive Covenant. During Employee's employment with (A) Executive agrees that during the Companyperiod of time that Executive is employed by, and for a any period of two (2) years following termination of Employee's employment with respect to which Executive receives compensation from, the Company for any reason, as long as pursuant to the Company meets its obligations under terms of this Agreement, Employee shall not, Agreement (athe "Noncompete Period") he will not directly or indirectly be employed enter into or retained by, serve as an officer become associated with or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, business (whether as a partner, shareholder in excess of 5% of the issued and outstanding sharesofficer, director, shareholder, employee, consultant, representative, agent, ownerfranchisor, advisor franchisee or material financial backerotherwise), any person which business is directly or entity to enter intoindirectly involved in the investment in or management or operation of commercial or real property anywhere in California notwithstanding the foregoing, developExecutive may continue his involvement in Snell&Co, or carry on any so long as Snell&Co engages exclusively in the business that competes it currently conducts, and other related business matters to the extent that such activity is not in competition with the Company, or any 's business of the Company, as the Company is conducting its business at the time of termination of his employment; orand does not interfere with Executive's responsibilities under this Agreement. (cB) recruit During the Noncompete Period, the Executive shall not directly or hire, indirectly through another entity (i) induce or attempt to recruit induce any employee, consultant, independent contractor or hire, directly or indirectly, any member agent of the key management team who is employed by Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee, consultant, independent contractor or agent thereof, (ii) hire or otherwise retain any person who was an employee, consultant, independent contractor or agent of the Company or any of its subsidiaries at any time during the time six-month period immediately prior to the date on which such hiring or engagement would take place or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of termination the Company or any of Employee's employment its subsidiaries to cease doing business with the Company or such subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisee or business relation and the Company or any of its subsidiaries (for purposes including making any negative statements or communications about the Company or any of this Section 6(cits subsidiaries). (C) The parties hereto agree that, based upon the Company's key management team shall include those employees eligible present business and plans for future expansion, the covenants and agreements contained in this Section 8 are reasonable in duration, scope and geographic area and are necessary to receive either stock option grants or awards of stock appreciation rights under any protect the goodwill of the Company's incentive compensation plans); orbusiness. The breach of the provisions of this Section 8 would irreparably harm the Company. If, however, any court shall hold that the duration of non-competition or any other restriction contained in this Section 8 is unenforceable, it is the intention of the parties hereto that this Section 8 shall not thereby be terminated but shall be deemed amended to delete therefrom or modify such provision or portion adjudicated to be invalid or unenforceable or in the alternative such judicially substituted term may be substituted therefor. (dD) directly or indirectly, orally or The covenants and restrictions contained in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or (e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee Section 8 shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of survive termination of the Company's obligations under this Agreement.

Restrictive Covenant. During (a) The Employee acknowledges and agrees -------------------- that he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, until the termination of the Employee's employment with (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for the Company, and for a period of two time, not to exceed twenty four (224) years following termination months, for which the Employee is being compensated at an annual rate of at least 50% of the last annual base salary received by the Employee under Section 3(a) hereof (the "Restricted Period"), the Employee shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of any corporation or other business entity: (i) engage, in any state or territory of the United States of America or other country where the Company is doing business (determined as of the date the Employee's employment with the Company for any reasonterminates), as long as in direct or indirect competition with the business conducted by the Company meets its obligations under this Agreement, Employee shall not,or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (aii) directly request or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or (c) recruit or hire, or otherwise attempt to recruit induce or hireinfluence, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c)present customer or supplier, the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any prospective customer or supplier, of the Company's incentive compensation plans), or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (diii) hire or solicit for employment, directly or indirectly, orally or induce or actively attempt to influence, any Employee of the Company or any Affiliate, as such term is defined in writingthe Securities Act of 1933, disparage as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (b) If the Employee violates any of the restrictions contained in Section 8(a) above, the Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to the satisfaction of the Company, its products and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee under this Agreement. (c) In the event that either the geographical area or employees the Restrictive Period set forth in Section 8(a) of this Agreement is deemed to be unreasonably restrictive in any way or interfere court proceeding, the court may reduce such geographical area and Restrictive Period to the detriment extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Company with any existing business relationship Securities Exchange Act of 1934, as amended; provided, however, that the Employee holds of record and beneficially less than two percent (2%) of the Company and any votes eligible to be cast generally by holders of its employees, agents or representatives; orsecurities of such company for the election of directors. (e) directly or indirectly divert or attempt The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to divert from be bound by all of the Company any business provisions set forth in Exhibit A attached hereto, which is --------- incorporated herein by reference and made a part hereof as though fully set forth herein, during the Company is engaged. Any breach term of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall not be entitled entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation contemplated by being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, whether and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or not earned or vested as threatened breach of the date covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of termination of damages from the Company's obligations under this AgreementEmployee.