Common use of Restrictive Covenants Clause in Contracts

Restrictive Covenants. (a) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 5.1 Executive acknowledges that (ai) During he has a major responsibility for the Employment Term andoperation, administration, development and growth of the Company's business, (ii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Section 5 are essential to protect the event business interest of the Company and that the Employee's employment is terminated Company will not enter into this Agreement but for any reason (including such agreements and covenants. Accordingly, the non-renewal Executive covenants and agrees as follows: 5.1.1 Except as otherwise provided for in this Agreement, during the Term of this Agreement in accordance with Section 2(band for a period of twelve (12) abovemonths following the termination of this Agreement (the "Termination Period"), during the 18-month period following such terminationExecutive shall not, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company; or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerexecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withwith any individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning of Section 8(d), Company; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America. 5.1.2 During the Term of this Agreement and during the Termination Period, Executive shall not, directly or indirectly, (bi) induce or attempt to influence any employee of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who shall have been employed by the Company within the twelve (12) month period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was a customer or supplier of the Company during any portion of said period to transact business with a competitor of the Company in Company's business. 5.1.3 During the Term of this Agreement, the Termination Period, if applicable, and thereafter, Executive shall not other than in the performance of his duties disclose to anyone any information about the affairs of the Company, including, without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for his own benefit. Any technique, method, process or technology used by the Company shall be considered a "trade secret" for the purposes of this Agreement. 5.1.4 Executive hereby agrees that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, client files and materials made by him or by the Company are the property of the Company and shall not be used by him in any way adverse to the Company's interests. Executive shall not deliver, reproduce or in any way allow such documents or things to be delivered or used by any third party without specific direction or consent of the Board of Directors of the Company. Executive hereby assigns to the Company any rights that he may have in any such trade secret or proprietary information. 5.2 If Executive breaches, or threatens to commit a breach of Section 5.1 (the "Restrictive Covenants"), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. 5.2.1 Executive shall account for and pay over to the Company all compensation, profits, and other benefits, after taxes, which inure to Executive's benefit which are derived or received by Executive or any person or business entity controlled by Executive resulting from any action or transactions constituting a breach of any of the Restrictive Covenants. 5.2.2 Notwithstanding the provisions of subsection 5.2.1 above, Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Section 5, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 5.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such termination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 5.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companies at any time during breadth of such scope or otherwise, it is the six months prior to the Employee's termination, to leave the employ intention of the FIRSTPLUS Companies, parties hereto that such determination not bar or in any way interfere with affect the relationship between any of Company's right to the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, relief provided above in the event that courts of any other jurisdictions within the Employee's employment is terminated for any reason (including the non-renewal geographical scope of this Agreement such Restrictive Covenants, as to breaches of such covenants in accordance with Section 2(b) above), during the 18-month period following such terminationother respective jurisdictions, the Employee will not directly or indirectly hireabove covenants as they relate to each jurisdiction being, engagefor this purpose, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity severable into diverse and any of the FIRSTPLUS Companiesindependent covenants. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 5.1 Executive acknowledges that (i) he has a major responsibility for the operation, administration, development and growth of the Company's business, (ii) the Company's business is or may become national or international in scope, (iii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iv) the agreements and covenants contained in this Section 5.1 are essential to protect the business interest of the Company and that the Company will not enter into this Agreement but for such agreements and covenants. Accordingly, the Executive covenants and agrees as follows: (a) During Except as otherwise provided for in this Agreement, during the Employment Term of this Agreement and, in the event that the Employee's employment if this Agreement is terminated for any reason during the Term, for two (including 2) years following such date of termination (the non-renewal of this Agreement in accordance with Section 2(b) above"Termination Period"), during the 18-month period following such terminationExecutive shall not, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of the date of termination; or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withany individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning Company as of Section 8(d), the data of termination; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America, and may retain his ownership interest in those entities referred to in Section 4.1 above. (b) In During the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement in accordance with Section 2(b) above)and, if applicable, during the 18-month period following such terminationTermination Period, the Employee will not Executive shall not, directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any executive of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who is and/or shall have been employed by the Company within the one (1) year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was an employee of any a customer or supplier of the FIRSTPLUS Companies at Company during any time during the six months prior portion of said period to the Employee's termination, to leave the employ transact business with a competitor of the FIRSTPLUS Companies, or Company in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany's business. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationAgreement, the Employee will not directly or indirectly hireTermination Period, engageif applicable, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitationthereafter, the Employee) Executive shall be deemed not disclose to be a competitor anyone any information about the affairs of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitationstrade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall the Executive make use of any such information for his own benefit. 5.2 If the Executive breaches, or threatens to commit a breach of Section 5.1 (the "Restrictive Covenants"), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. (a) The Executive shall account for and pay over to the Company all compensation, profits, and other benefits, after taxes, which inure to Executive's benefit which are reasonable and properly required for derived or received by the adequate protection Executive or any person or business entity controlled by the Executive resulting from any action or transactions constituting a breach of any of the current Restrictive Covenants. (b) Notwithstanding the provisions of subsection 5.2(a) above, the Executive acknowledges and future businesses agrees that in the event of a violation or threatened violation of any of the FIRSTPLUS Companiesprovisions of Section 5.1, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 5.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. It Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is understood held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such termination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 5.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other jurisdictions within the geographical scope of such Restrictive Covenants, as to breaches of such covenants made by in such other respective jurisdictions, the Employee in above covenants as they relate to each jurisdiction being, for this Section 8 (purpose, severable into diverse and in Section 6 hereof) shall survive the expiration or termination of this Agreementindependent covenants.

Restrictive Covenants. (a) During Executive acknowledges and agrees that the Employment Term and, restrictive covenants and other post-termination obligations set forth in the event RCA, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of Confidential Information (as defined in the RCA), non-solicitation, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, except that the Employee's employment is terminated parties expressly agree to modify the RCA by removing Section 6, and each subpart thereto, of the RCA, which shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and warrants that Executive has complied with all provisions of the RCA at all times through the Effective Date. (b) In consideration for any reason (including the non-renewal severance payments and benefits set forth in Section 1 of this Agreement in accordance with Section 2(bAgreement, Executive agrees for a period of 12 months after the Effective Date (the “Noncompetition Restricted Period”) above), during the 18-month period following such termination, the Employee will to not directly or indirectly indirectly, on Executive’s own behalf or for the benefit of any other individual or entity: (i) operate, conduct, engage in, or own (except as a directorholder of not more than three percent (3%) of the stock of a publicly held company), officeror prepare to operate, executive conduct, engage in, or own any business that develops, markets, distributes, plans, sells or otherwise provides, or is preparing to develop, market, distribute, plan, sell or otherwise provide, any product or service that is in competition with any of the products or services being developed, marketed, distributed, planned, sold or otherwise provided by the Company or its affiliates at the time of, or during the 12 months preceding, Executive’s termination from the Company (a “Competing Business”) or (ii) participate in, render services to, or assist any individual or entity that engages in a Competing Business in any capacity (whether as an employee, manager, consultant, independent director, officer, contractor, advisor or otherwise) engage in competition with, (A) which involve the same or own any interest in, perform any similar types of services for, participate in or be connected with any business or organization that engages in competition with any of Executive performed for the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies Company at any time during the six months prior last two years of Executive’s employment with the Company or (B) in which Executive could reasonably be expected to use or disclose Confidential Information, in each case (i) and (ii) limited to each city, county, state, territory and country in which (x) Executive provided services or had a material presence or influence at any time during Executive’s last two years of employment with the Company or (y) the Company is engaged in or has plans to engage in the Competing Business as of the Effective Date. Without limiting the Company’s ability to seek other remedies available in law or equity, if Executive violates this Section 4(b), the Noncompetition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the Employee's termination, to leave the employ length of the FIRSTPLUS CompaniesNoncompetition Restricted Period, or in any way interfere with so as to give the relationship between any Company the full benefit of the FIRSTPLUS Companies and any employee thereofbargained-for length of forbearance. (c) During Executive’s continued compliance with the Employment Term andterms of the RCA (as modified in Section 4(a) above) and the noncompetition obligations set forth in Section 4(b) above (collectively, the “Restrictive Covenants”) is a material condition to receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the event that RCA and this Agreement and any other remedies available to the Employee's employment is terminated for any reason Company (including the non-renewal of this Agreement in accordance with Section 2(b) aboveequitable and injunctive remedies), during Executive shall forfeit any additional consideration owing and shall be obligated to promptly return to the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other Company (within two (2) business relation days of any breach) the full gross amount of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity all severance payments and any of the FIRSTPLUS Companiesbenefits provided. (d) For all purposes in this Section 8, a person or entity (including without limitation, If any provision of the Employee) Restrictive Covenants shall be deemed determined to be unenforceable by any court of competent jurisdiction or arbitrator by reason of its extending for too great a competitor period of time or engaging in competition with one over too large a geographic area or more over too great a range of activities, it shall be interpreted to extend only over the FIRSTPLUS Companiesmaximum period of time, if such person geographic area or entity engages in any business competing with, or substantially similar to, the businesses range of one or more of the FIRSTPLUS Companies, activities as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in to which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to it may be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateenforceable. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. Employee acknowledges that, as a result of Employee’s service with the Company, a special relationship of trust and confidence will develop between Employee, the Company and its clients and customers, and that this relationship will generate a substantial amount of good will between the Company and its clients and customers. Employee further acknowledges and agrees that it is fair and reasonable for the Company to take steps to protect it from the loss of its Confidential Information or its customer goodwill. Employee further acknowledges that throughout his service with the Company, Employee will be provided with access to and informed of confidential, proprietary and highly sensitive information relating to the Company’s clients and customers, which is a competitive asset of the Company, and which enables Employee to benefit from the goodwill and know-how of the Company. Therefore, as a material condition to the Company’s willingness to perform its obligations hereunder, Employee agrees that, for a period of twelve (a12) During months following the Employment Term and, in date of the event that termination of employment by the Employee's employment is terminated Company for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) aboveexcept as specifically set forth below), Employee will not, either for himself or in conjunction with others: (i) compete or engage anywhere in the geographic area comprised of any Metropolitan Statistical Area, as defined by the US Office of Management & Budget, in which Employee has performed duties on behalf of the Company during the 18-month period following preceding twelve (12) months, whether such terminationduties were performed in person, telephonically, electronically or otherwise (“Market Area”), in any business that is the same or similar, or offers competing products and services as those offered by the Company; (ii) take any action to invest in, own, manage, operate, control, participate in, be employed or engaged by, or be connected in any manner with any partnership, corporation or other business or entity engaging in a business the same or similar, or which offers competing products and services as those offered by the Company anywhere within the Market Area; notwithstanding the foregoing, Employee will not is permitted hereunder to own, directly or indirectly indirectly, up to five percent (as a director5%) of the issued and outstanding securities of any publicly traded financial institution conducting business within the Market Area; (iii) solicit, officerdivert, executive employeetake away, manager, consultant, independent contractor, advisor or otherwise) engage in competition do business with, or own provide information about, or attempt to solicit, divert, take away or do business with in any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with fashion any of the FIRSTPLUS Companies within the meaning of Section 8(d)Company’s customers, providedclients, howeverbusiness or patrons about whom Employee has Confidential Information, that the provisions of this Section 8(a) shall not be deemed or with whom Employee has done business or attempted to prohibit the Employee's ownership of not more than 2% do business on behalf of the total shares of all classes of stock outstanding of any publicly held company.Company; (bi) In offer employment to, enter into a contract for the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)of, during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce entice away from the Company, any person individual who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such terminationoffer or attempt, or has been during the twelve months prior to such offer or attempt, an employee of the Company, (ii) interfere with the material business relationships of the Company, or entice away any material suppliers or contractors, (iii) procure or facilitate the making of any such offer or attempt by any other person, or (iv) solicit, directly or through any other person, any investor of the Company for purposes of facilitating any investment, partnership or business opportunity unrelated to the Company. The provisions of this Section 8 restriction in subsection (iv) above shall cease to be applicable not apply to any state in investor with which the FIRSTPLUS Companies are actively investigating Employee had a preexisting relationship prior to becoming employed by the possibility Company. (v) (i) enter into employment, consultancy, association or affiliation with any entity that provides Conflicting Services (as defined below) if any former employee of conducting their businesses at the time Company with whom Employee had contact as part of his or her duties with the Company (a “Covered Person”) has become employed by, associated or affiliated with, or a consultant of such entity during the twelve (12) month period preceding Employee’s termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) continue employment, consultancy, association or affiliation with any entity that provides Conflicting Services if any Covered Person becomes employed by, associated or affiliated with, or a consultant to such entity during the hiring twelve (12) month period subsequent to Employee’s termination of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection employment with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS CompaniesCompany. It is understood the intention of the parties to prevent the irreparable harm to the Company that would occur from the covenants made pooling of information that two or more former Covered Persons can provide to a competing entity or the misuse of Confidential Information. As used herein, “Conflicting Services” is defined as services that are the same or substantially similar to those services of Company or its affiliates and subsidiaries (x) which were provided by Employee (directly or indirectly) during the twelve (12) months preceding Employee’s termination from employment by Company or (y) about which Employee acquired Confidential Information during Employee’s employment by Company. Notwithstanding anything to the contrary contained herein, the foregoing restrictions in Section (b) this Restrictive Covenants Agreement shall not apply in the event Employee is terminated by the Employee Company without Cause (as defined in this Section 8 the Award Agreements) during the first twelve (and in Section 6 hereof12) shall survive months following Employee’s execution of the expiration or termination of this AgreementAward Agreements.

Restrictive Covenants. (a) During For a period of three years from and after the Employment Term andClosing Date, in without the event prior written consent of Buyer, Parent and the Company covenant and agree that the Employee's employment is terminated for any reason (including the non-renewal none of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationParent, the Employee will not Company, any Affiliate of any thereof or any Person now or hereafter controlled by Parent, the Company or any Affiliate of any thereof, excluding any Person who becomes an employee of Buyer on or after the Closing Date, will, directly or indirectly (as on its, his or her own behalf or in the service or on behalf of others or jointly with any other Person): (i) enter into, control, engage in, be employed by, provide managerial, supervisory, administrative or consulting services to, represent, have or acquire more than a director2% ownership or beneficial interest in or otherwise participate in, officeranywhere in the world, executive employeeany business with operations engaged, managerdirectly or indirectly, consultantin research, independent contractordevelopment, advisor design, engineering, sale, distribution, installation, modification, service or otherwisesupport of (i) engage in competition wireless asset and GPS tracking and monitoring products and services related to mobile refrigeration, heavy equipment or trucking applications, or activities related thereto or (ii) any products or services of the type or that are competitive with, products or own services manufactured, sold or provided by the Company on the date hereof or on the Closing Date or during the three year period ending on the Closing Date or any interest inderivatives of or improvements to such products or services, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company.activities related thereto; and (bii) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)recruit, during the 18-month period following such termination, the Employee will not directly or indirectly hireinduce, solicit, retainhire or retain as an employee, compensate independent contractor or otherwise consultant any Person who is an employee to whom Buyer offers employment pursuant to Section 10.1(a) and, during such period, induce or attempt to induce any person who such employee to terminate his or her employment with Buyer by resignation, retirement or otherwise; provided, however, that nothing in this Section 8.7 prohibit publications by Parent or any Affiliate thereof of general advertisements offering employment so long as no such employee is and/or was an employee hired. (b) Parent and the Company recognize the importance of the covenants contained in this Section 8.7 and acknowledges that, based on their past experience, the restrictions imposed herein are (i) reasonable as to scope, time and area; (ii) necessary for the protection of Buyer's legitimate business interests, including the trade secrets, goodwill and relationships with customers, suppliers and employees of the Business; and (iii) not unduly restrictive of any rights of Parent, the Company or their Affiliates. Parent and the Company acknowledge and agree that the covenants contained in this Section 8.7 are essential elements of this Agreement and that but for these covenants Buyer would not have agreed to purchase the Assets. The existence of any claim or cause of action against Buyer or any of its Affiliates by Parent, the Company or any of their Affiliates, whether predicated on breach of this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or covenants contained in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofthis Section 8.7. (c) During the Employment Term and, in the event that the Employee's employment is terminated for If any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes covenant contained in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies8.7, or any part thereof, is hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of them, have commenced soliciting prospective customers the covenants in such statejurisdiction or this Section 8.7 in any other jurisdiction, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have effectuated either the power to reduce the duration, scope and/or area of the following: (i) the opening of an office such covenant so that, in such state; or (ii) the hiring of one or more employees to its reduced form, said covenant shall then be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateenforceable. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) During the Employment Term andEmployee’s employment with the Employer and thereafter for the longer of but in no case to exceed 24 months, in (i) the event that Severance Period (if severance is payable pursuant to Section 5(b)) or (ii) 12 months after the Employee's employment is terminated Employee ceases, for any reason (including reason, to be an employee of the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationEmployer, the Employee will not shall not, directly or indirectly (indirectly, as a owner, partner, director, officer, executive employee, manageragent, consultant, independent contractoradvisor, advisor contractor or otherwise, whether for consideration or without consideration, for the benefit of any individual, group corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization of any other form of entity not specifically listed herein (a “Person”) engage in competition withother than for a member of the Employer Group, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with take any of the FIRSTPLUS Companies within following actions: (i) compete with or otherwise engage in the meaning sale of Section 8(d)any products or the performance of any services which are comparable to, providedor which are intended to substitute for, the products or services offered by the Employer and/or any of its Affiliates (the “Non-Compete Group”) in any county of any jurisdiction in which any member of the Non-Compete Group maintains a branch or other office, or in any county of any jurisdiction that is contiguous to such county; (ii) solicit any Business Relation (as hereinafter defined) to purchase, or sell or otherwise provide to any Business Relation, any products or services which are comparable to, or which are intended to substitute for, products or services offered by any member of the Non-Compete Group during the Employee’s employment with the Employer; (iii) accept employment with or provide services as an independent contractor to any Business Relation if the employment or services involve the Employee rendering services which are the same as or substantially similar to, or which are intended to substitute for, services provided by any member of the Non-Compete Group during the Employee’s employment with the Employer; (iv) employ, engage or solicit for employment or for engagement as an independent contractor or consultant, any person who was employed by or any Person who was engaged as an independent contractor by any member of the Non-Compete Group during the preceding 24 months; (v) employ, engage or solicit for employment any employee of the Employer, whether or not such employee is a full-time employee or a temporary employee of the Employer and whether or not such employment is pursuant to written agreement and whether or not such employment is for a determined period or is at will; or (vi) encourage any Person to reduce its business with any member of the Non-Compete Group or to reduce its employment with or provision of services to any member of the Non-Compete Group. Provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes nothing in this Section 8, a person or entity (including without limitation, the Employee6(a) shall be deemed to be a competitor of prevent or engaging in competition with one or more limit the right of the FIRSTPLUS Companies, if such person or entity engages Employee to own up to a five percent (5%) interest in any business competing with, or substantially similar to, the businesses securities of one or more a Person that are registered under Section 12 of the FIRSTPLUS CompaniesSecurities Exchange Act of 1934, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateamended. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. ▇▇▇▇▇▇ acknowledges and agrees that (a) During through his past and continuing services to the Employment Company, he will learn valuable trade secrets and other proprietary information relating to the Company's business; (b) ▇▇▇▇▇▇'▇ services to the Company are unique in nature; (c) the Company's business is international in scope; and (d) the Company would be irreparably damaged if ▇▇▇▇▇▇ was to provide services to any person or entity in violation of the restrictions contained in this Agreement. Accordingly, as an inducement to the Company to enter into this Agreement, ▇▇▇▇▇▇ agrees that during the Term andand for two years thereafter (such period being referred to herein as the "Restricted Period"), ▇▇▇▇▇▇ shall not, directly or indirectly, either for himself or for any other person or entity, without the prior written consent of the Company: (a) anywhere in the event that the Employee's employment is terminated for any reason United States or Canada, engage or participate in, or assist, advise or be connected with (including as an employee, owner, partner, shareholder, officer, director, advisor, consultant, agent or (without limitation by the non-renewal specific enumeration of this Agreement in accordance with Section 2(bthe foregoing) aboveotherwise), or permit his name to be used by or render services for, any person or entity engaged in, or making plans to engage in, a business that competes with the business conducted by, or proposed to be conducted by, the Company or Total Control Products, Inc. ("TCP"), the majority shareholder of the Company (a "Competing Business"); (b) solicit, attempt to solicit, aid in the solicitation of or accept any orders from any person or entity who is or has been a customer of the Company or its Affiliates, at any time during the 18-month period following such terminationbeginning one year prior to the expiration of the Term through the Restricted Period, to purchase products or services from any person or entity which products or services could have been supplied or performed, as the Employee will not directly case may be, by the Company or indirectly its Affiliates (as other than from the Company or its Affiliates); (c) solicit, attempt to solicit or aid in the solicitation of any person or entity who is or has been a customer, supplier, licensor, licensee or person or entity having any other business relationship with the Company or any of its Affiliates, at any time during the period beginning one year prior to the expiration of the Term through the Restrictive Period, to cease doing business with or alter its business relationship with the Company or its Affiliates; or (d) solicit or hire any person or entity who is a director, officer, executive employee, manager, consultant, independent contractor, advisor contractor or otherwise) engage in competition with, agent of the Company or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed its Affiliates to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated perform services for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of other than the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person Company or entity (including without limitation, the Employee) shall be deemed its Affiliates or to be a competitor of terminate his or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's her employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateits Affiliates. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) During the Employment Term andRestricted Period, each Class B Member shall not, and shall cause its Principals and Affiliates to not, directly or indirectly, without in each instance the prior written consent of the Managing Member: (i) invest in, own, manage, operate, finance, control, be employed by, or participate in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)ownership, during the 18-month period following such terminationmanagement, the Employee will not directly operations, financing or indirectly (as control of, lend its name or a directorsimilar name to, officerlend its credit to, executive employee, manager, consultant, independent contractor, advisor render services or otherwise) engage in competition withadvice to, or own otherwise assist, any interest Person (other than to the Company or a Subsidiary of the Company) that engages in, perform owns, invests in, operates, manages or controls, any services forventure, participate business, or enterprise engaged in providing Competitive Investment Services in North America, Europe or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), Asia; provided, however, that a Class B Member may (A) own no more than 3% of any class of securities of any Person traded on any national securities exchange and no more than 5% of any class of securities of any Person whose securities are not traded on any national securities exchange (so long as such securities do not constitute more than 5% of the overall equity or voting power of such Person) and (B) may provide investment advice for managing the assets of himself or members of his Immediate Family; provided, further, that in the event a Class B Member’s employment is terminated by the Company or any of its Subsidiaries thereof other than a termination For Cause (as such term is defined in the Amended and Restated Operating Agreement of Z▇▇▇ Group, LLC, as such is in effect from time to time), the provisions of this Section 8(a8.8(b)(i) shall automatically terminate with respect to, and no longer be applicable to, such Class B Member; (ii) solicit, hire or employ, or otherwise engage (or assist any other Person in soliciting, hiring, employing or otherwise engaging) as an employee, independent contractor or otherwise, any employee of the Company or any of its Subsidiaries who was employed or engaged by the Company or any of its Subsidiaries, or in any way interferes with any such person’s contractual arrangements or relationship with any of the Company or its Subsidiaries; (iii) solicit (or assist any other Person in soliciting) the business of any current, former or prospective Client of any of the Company or any of its Subsidiaries (excluding any Person that has not been a Client or prospective Client of the Company or any of its Subsidiaries within one year prior to such solicitation); provided, however, that a Class B Member shall not be deemed to prohibit the Employee's ownership be in violation of this Section 8.8(b)(iii) solely by virtue of such Class B Member’s employment by or association with a Person that such Class B Member does not more than 2% control (even if such Person solicits any such current former, or prospective Client of the total shares Company or any of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) aboveits Subsidiaries), during so long as the 18-month period following such terminationClass B Member is not engaged in, the Employee will does not participate in or encourage and is not directly or indirectly hire, solicit, retain, compensate in any way responsible for such solicitation or persuasion efforts; (iv) otherwise induce or attempt to induce (or assist any person who is and/or was an employee of other Person in inducing) any current, former or prospective Client to cease doing business with a the Company or any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companiesits Subsidiaries, or in any way interfere with the relationship between any of the FIRSTPLUS Companies current, former or prospective Client and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of themits Subsidiaries; (v) issue, have commenced soliciting prospective customers in such state, and have effectuated either disseminate or otherwise make public any written or oral statements likely to disparage or harm the business or reputation of the following: (i) the opening Company or any of an office in such state; or (ii) the hiring of one or more employees to be employed in such state its Subsidiaries or the assignment reputation of one any executive or more incumbent employees to solicit business in such state.employee of the Company or its Subsidiaries; or (evi) In connection with the foregoing provisions of this breach its covenants under Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement13.1.

Restrictive Covenants. Employee acknowledges and agrees that (ai) During as an employee of the Employment Term andCompany he shall possess and learn valuable trade secrets and other proprietary information relating to the Company’s business, (ii) Employee’s services to the Company are unique in nature, (iii) the event that Company’s business is national in scope and (iv) the Employee's employment is terminated Company may be irreparably damaged if the Employee were to provide services to any person or entity in violation of the restrictions contained in this Agreement. Accordingly, as an inducement for any reason (including the non-renewal of Company to enter into this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationAgreement, the Employee will not agrees that during the period that he is employed by the Company and for a period of one (1) year thereafter (such period being referred to herein as the “Restricted Period”), Employee shall not, directly or indirectly (indirectly, whether as a directorprincipal, agent, officer, executive director, employee, manager, consultant, independent contractor, advisor contractor or otherwise) engage , alone, in competition withassociation with or on behalf of any other person, firm, corporation, or own any interest other business organization: (a) anywhere in the Northeast United States of America (i.e., the District of Columbia, the States of Virginia, West Virginia, Maryland, Delaware, Pennsylvania, New Jersey, New York, Connecticut, Massachusetts, New Hampshire, Rhode Island, Vermont and Maine), engage or participate in, perform any services foror assist, participate in advise or be connected with any business (including as an employee, owner, partner, shareholder, member, officer, director, advisor, consultant, agent or organization that engages in competition with any (without limitation by the specific enumeration of the FIRSTPLUS Companies within the meaning of Section 8(dforegoing) otherwise), providedor permit his name to be used by or render services for, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company.person or entity engaged in a Competing Business (as herein defined); (b) In take any action in connection with a Competing Business which might divert from the event that Company or any of its affiliates any opportunity which would be (at the Employee's employment is terminated for time of such action) within the scope of the Company’s or any reason such affiliate’s business; (including the non-renewal of this Agreement in accordance with Section 2(bc) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce solicit or attempt to induce any person or entity (including referral sources, agents and brokers) who is and/or was an employee of any or has been a customer or business relation of the FIRSTPLUS Companies Company at any time during (i) the six months prior to Employment Period or (ii) the Employee's terminationRestricted Period, to leave purchase Competing Products or services (as herein defined) from any person or entity (other than the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof.Company); (cd) During the Employment Term and, in the event that the Employee's employment solicit or attempt to induce any person or entity who is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor has been a client or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in at any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: during (i) the opening of an office in such state; Employment Period or (ii) during the hiring of one or more employees Restricted Period, to be employed in such state or cease doing business with the assignment of one or more incumbent employees to solicit business in such state.Company; (e) In connection take any actions which are calculated to persuade any person or entity who is a director, manager, officer, employee, representative or agent of the Company or any of its affiliates to terminate their association with the Company or such affiliates; or (f) solicit or hire any person or entity who is or was a director, manager, officer, employee, representative or agent of the Company or any of its affiliates to perform services for any entity other than the Company and its affiliates. As used throughout this Agreement, a “Competing Business” shall mean a business which engages, in whole or in part, in the business of or the rendering of services which are directly competitive with products and services marketed and provided by the Company during the Restricted Period. As used herein, the services, subject to the foregoing provisions of this Section 85.1, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreementcollectively referred to herein as “Competing Services”.

Restrictive Covenants. (a) During The Parties agree that the Employment Term andCompany is engaged in a highly competitive industry and would suffer irreparable harm and incur substantial damage if Employee were to enter into competition with the Company. Therefore, in order for the event that the Employee's employment is terminated for any reason (including the non-renewal Company to protect its legitimate business interests, Employee covenants and agrees as follows: a. Except as set forth in Section 1(c) of this Agreement in accordance with Section 2(b) above)Agreement, during the 18-month period following such terminationEmployee shall not, the Employee will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's his employment with the Company, unless within three either directly or indirectly, accept employment with or render services to, whether as an employee, independent contractor, consultant, or otherwise, any person or entity other than the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld by the Company but may nevertheless be determined in the sole discretion of the Company; b. Employee shall not, for a period of six (6) months after such terminationhis employment with the Company ceases, anywhere in the FIRSTPLUS CompaniesStates of New York or New Jersey, either directly or indirectly: (i) accept employment with or render services to any person or entity that is a business competitor of the Company, or has at any time during Employee’s employment with the Company engaged or attempted to engage in business competition with the Company, in a position, capacity, or function that is similar, in title or substance, whether in whole or in part, to any position, capacity, or function that Employee held with or in which Employee served the Company; or (ii) invest in any person or entity that is a business competitor of the Company, or has at any time during Employee’s employment with the Company engaged or attempted to engage in business competition with the Company, except that Employee may own up to one percent (1%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; c. Employee shall not, at any time during his employment with the Company and for a period of twelve (12) months thereafter, for any reason, on his own behalf or on behalf of any other person or entity: (i) solicit, invite, induce, cause, or encourage to alter or terminate his, her, or its business relationship with the Company any client, customer, supplier, vendor, licensee, licensor, or other person or entity that, at any time during Employee’s employment with the Company, had a business relationship with the Company, or any person or entity whose business the Company was soliciting or attempting to solicit at the time of themEmployee’s termination, have commenced soliciting prospective customers in such state(a) with whom Employee had contact, or for whom Employee performed services, to any extent, during his employment with the Company, and (b) with whom Employee did not have effectuated either a business relationship prior to his employment with the Company; (ii) solicit, entice, attempt to solicit or entice, or accept business from any such client, customer, supplier, vendor, licensee, licensor, person, or entity; or (iii) interfere or attempt to interfere with any aspect of the followingbusiness relationship between the Company and any such client, customer, supplier, vendor, licensee, licensor, person, or entity; and d. Employee shall not, at any time during his employment with the Company and for a period of twelve (12) months thereafter, either directly or indirectly, on his own behalf or on behalf of any other person or entity: (i) solicit, invite, induce, cause, or encourage any director, officer, employee, agent, representative, consultant, or contractor of the Company to alter or terminate his, her, or its employment, relationship, or affiliation with the Company; (ii) interfere or attempt to interfere with any aspect of the relationship between the Company and any such director, officer, employee, agent, representative, consultant, or contractor; or (iii) engage, hire, or employ, or cause to be engaged, hired, or employed, in any capacity whatsoever, any such director, officer, employee, agent, representative, consultant, or contractor. Employee represents, warrants, agrees, and understands that: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities covenants and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations agreements set forth in this Section 8 (including, without limitation, time limitations) 4 of the Agreement are reasonable in their geographic scope, temporal duration, and properly required for content; (ii) the adequate protection Company’s agreement to employ Employee, and a portion of the current compensation to be paid to Employee hereunder, are in consideration for such covenants and future businesses Employee’s continued compliance therewith; (iii) Employee shall not raise any issue of, nor contest or dispute, the reasonableness of the FIRSTPLUS Companies. It is understood geographic scope, temporal duration, or content of such covenants and agreements in any proceeding to enforce such covenants and agreements; (iv) the enforcement of any remedy under this Agreement will not prevent Employee from earning a livelihood, because Employee’s past work history and abilities are such that Employee can reasonably expect to find work in other areas and lines of business; (v) the covenants made by the Employee and agreements set forth in this Section 8 4 of the Agreement are essential for the Company’s reasonable protection, are designed to protect the Company’s legitimate business interests, and are necessary and implemented for legitimate business reasons; and (and vi) in Section 6 hereof) shall survive the expiration or termination of entering into this Agreement, the Company has relied upon Employee’s representation that he will comply in full with the covenants and agreements set forth in this Section 4 of the Agreement.

Restrictive Covenants. (a) During the Employment Term andThe Optionee shall not, in the event that the Employee's employment is terminated for at any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), time during the 18-Term or during the eighteen month period immediately following such termination, Termination of Employment (the Employee will not “Restricted Period”) directly or indirectly engage in, have any equity interest in, or manage or operate any person, firm, corporation, partnership or business (whether as a director, officer, executive employee, manageragent, consultantrepresentative, independent contractorpartner, advisor security holder, consultant or otherwiseotherwise (each, a “Position”)) engage that engages in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition activity (a “Competitive Activity”) which competes with any product line that, as of Termination of Employment, the FIRSTPLUS Companies within Company or any entity owned by the meaning of Section 8(d), provided, however, that Company anywhere in the provisions of this Section 8(aworld (i) manufactures or provides; or (ii) has taken affirmative steps to commence manufacturing or providing. Notwithstanding the foregoing (x) the Optionee shall not be deemed permitted to prohibit acquire a passive stock or equity interest in such a business provided the Employee's ownership of stock or other equity interest acquired is not more than 2% five percent (5%) of the total shares outstanding interest in such business, and (y) the Optionee shall, with the prior written consent of the Company, be permitted to hold a Position with a such a business so long as the Optionee and all classes of stock outstanding of persons who directly or indirectly report to the Optionee do not directly engage in any publicly held companyCompetitive Activity. (b) In During the event that Restricted Period, the Employee's Optionee will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment is terminated or arrangement with the Company, otherwise change its relationship with the Company, or establish any relationship with the Optionee or any of his affiliates for any reason (including the non-renewal business purpose deemed competitive with any product line or service that, as of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationTermination of Employment, the Employee will not directly Company or indirectly hire, solicit, retain, compensate any entity owned by the Company anywhere in North American (i) manufactures or otherwise induce provides; or attempt (ii) has taken affirmative steps to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, commence manufacturing or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofproviding. (c) During Except as required in the Employment Term andfaithful performance of the Optionee’s duties and responsibilities of employment or pursuant to Section 4.7(d) the Optionee shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the event benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the Employee's foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Upon termination of the Optionee’s employment is terminated with the Company for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationreason, the Employee Optionee will not directly or indirectly hirepromptly deliver to the Company all correspondence, engagedrawings, send any work tomanuals, place orders withletters, notes, notebooks, reports, programs, plans, proposals, financial documents, or in any manner be associated with any supplierother documents concerning the Company’s customers, contractorbusiness plans, subcontractor marketing strategies, products or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companiesprocesses. (d) For all purposes The Optionee may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more advance of the FIRSTPLUS Companiesreturn date as possible, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with make available to the Company and its counsel the documents and other information sought and shall assist such counsel in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, resisting or are actively investigating the possibility of conducting, their businesses at the time of otherwise responding to such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateprocess. (e) The Optionee agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, stockholders or affiliates, either orally or in writing, at any time. (f) In connection with the foregoing provisions event the terms of this Section 84.7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the Employee represents that his experiencemaximum period of time for which it may be enforceable, capabilities and circumstances are over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such that court in such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth action. (g) As used in this Section 8 4.7, the term “Company” shall include the Company, its parent, related entities, and any of its direct or indirect Subsidiaries. (includingh) Notwithstanding the foregoing, without limitation, time limitationsin any case in which the subject matter of any of subsections (a) are reasonable through (c) and properly required for (e) above is covered in a written employment agreement between the adequate protection Company or any Subsidiary of the current Company and future businesses the Optionee, the terms of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreementemployment agreement will govern with respect to that subject matter.

Restrictive Covenants. 6.1 Consultant acknowledges that (i) the Company's business is or may become national or international in scope, (ii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Section 6.1 are essential to protect the business interest of the Company and that the Company will not enter into this Agreement but for such agreements and covenants. Accordingly, the Consultant covenants and agrees as follows: (a) During Except as otherwise provided for in this Agreement, during the Employment Term of this Agreement and, in the event that the Employee's employment if this Agreement is terminated for any reason during the Term, for two (including 2) years following such date of termination (the non-renewal of this Agreement in accordance with Section 2(b) above"Termination Period"), during the 18-month period following such terminationConsultant shall not, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of the date of termination; or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerConsultant, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withany individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning Company as of Section 8(d), the date of termination; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Consultant may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America, and may retain his ownership interest in those entities referred to in Section 4.1 above. (b) In During the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationand, the Employee will not Consultant shall not, directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any executive of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who is and/or shall have been employed by the Company, or (iii) induce or attempt to influence any person or business entity who was an employee of any a customer or supplier of the FIRSTPLUS Companies at Company during any time during the six months prior portion of said period to the Employee's termination, to leave the employ transact business with a competitor of the FIRSTPLUS Companies, or Company in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany's business. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationand thereafter, the Employee will Consultant shall not directly or indirectly hire, engage, send disclose to anyone any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation information about the affairs of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitationstrade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall the Consultant make use of any such information for his own benefit. 6.2 If the Consultant breaches, or threatens to commit a breach of Section 6.1 (the "Restrictive Covenants"), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. (a) The Consultant shall account for and pay over to the Company all compensation, profits, and other benefits, after taxes, which inure to Consultant's benefit which are reasonable and properly required for derived or received by the adequate protection Consultant or any person or business entity controlled by the Consultant resulting from any action or transactions constituting a breach of any of the current Restrictive Covenants. (b) Notwithstanding the provisions of subsection 6.2(a) above, the Consultant acknowledges and future businesses agrees that in the event of a violation or threatened violation of any of the FIRSTPLUS Companiesprovisions of Section 6.1, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 6.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. It Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is understood held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such termination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 6.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other jurisdictions within the geographical scope of such Restrictive Covenants, as to breaches of such covenants made by in such other respective jurisdictions, the Employee in above covenants as they relate to each jurisdiction being, for this Section 8 (purpose, severable into diverse and in Section 6 hereof) shall survive the expiration or termination of this Agreementindependent covenants.

Restrictive Covenants. (a) During the Employment Term and, Executive acknowledges that in the event course of his employment with the Company he has become familiar with the trade secrets of, and other confidential information concerning, the Company, and that the Employee's employment is terminated Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depended substantially on the skills and expertise of the Executive. Therefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that for any reason no less than one (including 1) year from the non-renewal of this Agreement Separation Date, so long as the payments are made or have been made in accordance with Section 2(b) abovethis Agreement (the “Noncompete Period”), during the 18-month period following such termination, the Employee will he shall not (i) directly or indirectly (as a directorown, officermanage, executive employeecontrol, managerparticipate in, consultant, independent contractor, advisor or otherwise) engage in competition consult with, or own any interest in, perform any render services for, participate or in or be connected with any manner engage in, any business or organization that engages in competition competing with any the Business of the FIRSTPLUS Companies within Company in any country where the meaning of Section 8(dCompany conducts business, or plans to conduct business, provided such plans have been communicated to Executive (a “Competing Business”), provided, however, that the provisions where for purposes of this Section 8(a), the “Business” shall mean all commercial or therapeutic use that involves mesenchymal stem cells (MSCs) shall not be deemed or cells substantially similar to prohibit the Employee's ownership mesenchymal stem cells, that is, a homogeneous population of not cells that can differentiate along more than 2% one connective tissue lineage, regardless of the total shares source; all commercial efforts to deliver or improve the delivery of MSCs for therapeutic purposes; all classes commercial efforts that would seek to enhance the endogenous in vivo population of stock outstanding of MSCs in the body by pharmaceutical or chemical means; any publicly held companyother effort to commercially compete with the Company to which the Executive has confidential knowledge. (to cover hiring, business partnerships, vendor relationships, etc. ); (bii) In assist others in engaging in any Competing Business in the event that the Employee's employment is terminated for any reason manner described in clause (including the non-renewal of this Agreement in accordance with Section 2(bi) above), during ; or (iii) induce any employee or independent contractor of the 18-month period following such termination, Company or any subsidiary thereof to terminate his or her employment or relationship with the Employee will not directly Company or indirectly hire, solicit, retain, compensate any subsidiary thereof or otherwise engage in any Competing Business or in any way willfully interfere with the relationship between the Company and any employee or independent contractor thereof or (iv) induce or attempt to induce any person who is and/or was an employee of any customer, supplier, licensee or other business relation of the FIRSTPLUS Companies at any time during Company to cease doing business with the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS CompaniesCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company. The ownership of not more than 5% of the FIRSTPLUS Companies stock of any entity having a class of equity securities actively traded on a national securities exchange or on the NASDAQ Stock Market or any minority interest in any private entity shall not be deemed, in and of itself, to violate the prohibitions of this Section 9(a). (b) For a period of five (5) years after the Execution Date, the Executive shall not disparage, deprecate, or make any employee thereofcomments or take any other actions, directly or indirectly, that will reflect adversely on the Company or its officers, directors, employees or agents or adversely affect their business reputation or goodwill. (c) During For a period of five (5) years after the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationExecution Date, the Employee will officers and directors of the Company shall not disparage, deprecate or make any comments or take any other actions, directly or indirectly hireindirectly, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect that will reflect adversely on the business, assets Executive or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companiesadversely affect his business reputation. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more If any portion of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations restrictions set forth in this Section 8 (includingshould, without limitationfor any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. The Executive declares that the territorial, time limitations) limitations and scope of activities restricted as set forth in this Section 8 are reasonable and properly required for the adequate protection of the current and future businesses business of the FIRSTPLUS CompaniesCompany. It In the event that any such territorial, time limitation and scope of activities restricted is understood deemed to be unreasonable by a court of competent jurisdiction, the Company and the Executive agree to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable. Executive acknowledges that the covenants made covenant included in Section 8(a) above has unique, very substantial and immeasurable value to Company, and that Executive has sufficient assets and skills to provide a livelihood for himself while such covenant remains in force. The existence of any claim or cause of action by the Employee in this Section 8 (and in Section 6 hereof) Executive against the Company shall survive not constitute a defense to the expiration enforcement by the Company of the foregoing restrictive covenants, but such claim or termination cause of this Agreementaction shall be litigated separately.

Restrictive Covenants. (i) The Buyer and the Aligned Parties acknowledge that (a) During the Employment Term and, Aligned Parties are and will continue to be engaged in the event that Call Center Business in the Employee's employment is terminated Aligned Territory; (b) the agreements and covenants contained in this Section 6.1 are essential to protect the goodwill of the Call Center Business being conducted by the Aligned Parties in the Aligned Territory; and (c) but for any reason (including the non-renewal agreement of the Buyer to the provisions of this Section 6.1, the Aligned Parties would not have agreed to enter into this Agreement in accordance with Section 2(band the Transactions to which they are a party. (ii) above)The Buyer covenants and agrees that, during the 18-month period following such terminationRestricted Period, the Employee will not Buyer, the Company and their respective affiliates (but excluding any non-management shareholder of the Buyer) shall not, anywhere in the Aligned Territory, directly or indirectly indirectly, acting individually or as the owner, shareholder, partner, member, employee or consultant of any entity other than Aligned LLC, Aligned Corp. or one of its subsidiaries, directly or indirectly, (A) engage in or own or operate a business competitive with or similar to the Call Center Business; (B) whether or not for compensation, enter the employ of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of salary, commissions or otherwise from, any business competitive with or similar to the Call Center Business; (C) as owner or lessor of real estate or personal property, rent to or lease any facility, equipment or other assets to any business engaged in activities competitive with or similar to the Call Center Business; or (D) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any capacity, including as a directorsole proprietor, partner, shareholder, member, officer, executive employeedirector, managerprincipal, consultantagent, independent contractor, advisor trustee or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), lender; provided, however, that the provisions Buyer, the Company or an affiliate may own, directly or indirectly, solely as an investment, securities of any business traded on any national securities exchange or NASDAQ, provided that such Aligned Party or such affiliate is not a controlling person of, or a member of a group that controls, such business and further provided that such Aligned Party or such affiliates does not, in the aggregate, directly or indirectly, own two percent (2%) or more of any class of securities of such business. The Restricted Period shall be extended by the number of days in any period in which the Buyer, the Company or any of their respective affiliates (but excluding any non-management shareholder of the Buyer) is determined by a court of competent jurisdiction to be in default or breach of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company6.1(a). (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) During the Employment Term and, in the event that the Employee's employment is terminated for any reason Applicable Restricted Period (including the non-renewal of this Agreement in accordance with Section 2(b) aboveas defined below), during the 18-month period following such terminationExecutive will not, the Employee and will cause Executive’s affiliates not to, directly or indirectly indirectly, engage or participate in, or render services to (whether as a directorowner, officeroperator, executive employeemember, stockholder, manager, consultant, independent contractorstrategic partner, advisor employee or otherwise) engage any company, business, product or service engaged in competition withthe development, manufacturing, marketing, distribution, sale or own license, in each case, in the United States, of (i) any interest inproduct included in the Novitium Portfolio (as defined in the Merger Agreement), perform (ii) any services for, participate 505(b)(2) Product (as defined in the Merger Agreement) or be connected with (iii) any business or organization that engages Parent Product (as defined in competition with any the Merger Agreement) (“Competing Business”). For the purposes of the FIRSTPLUS Companies within the meaning of Section 8(d)foregoing, provided, however, that the provisions Executive will not be in breach of this Section 8(a4(a) shall solely by reason of (i) Executive’s ownership, together with that of Executive’s affiliates, of five (5%) percent or less of a Competing Business’ voting capital stock if (A) such Competing Business is publicly-traded and (B) Executive and Executive’s affiliates do not be deemed control the operation or management of such Competing Business or (ii) engaging in any activity consented to prohibit in advance in writing by the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held companyCompany. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal Without limitations of Executive’s obligations under Section 6 of this Agreement in accordance with Section 2(b) above)Agreement, Executive agrees that at all times, both during and after the 18-month period following such terminationTerm, the Employee Executive will not, and will cause Executive’s affiliates not to, directly or indirectly hireindirectly, solicitutilize any Confidential Information (as defined below) to develop, retainmanufacture, compensate market, distribute, sell or otherwise induce license, in each case, (i) any product included in the Novitium Portfolio, (ii) any 505(b)(2) Product or attempt (iii) any Parent Product, other than as is required by Executive to induce any person who is and/or was an employee of any perform his duties under this Agreement for the benefit of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany. (c) During the Employment Term andApplicable Restricted Period, in Executive will not, and will cause Executive’s affiliates not to, directly or indirectly, solicit for employment, recruit, engage or hire, either as an employee or a consultant, any employee, consultant or independent contractor of the event Company or any of its subsidiaries; provided that the Employee's foregoing restrictions shall not restrict (i) placing general advertisements or listings for employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)openings not specifically targeted at such employees, during the 18-month period following such termination, the Employee will not directly consultants or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any independent contractors of the FIRSTPLUS Companies if Company or its Subsidiaries (“General Advertisement”) or (ii) hiring or offering to hire any person as a result of such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS CompaniesGeneral Advertisement. (d) For all purposes During the Applicable Restricted Period, Executive will not, and will cause Executive’s affiliates not to, directly or indirectly: (i) interfere or attempt to interfere, in any material respect, with any transaction, agreement, prospective agreement, business opportunity or business relationship in which the Company or its subsidiaries is involved at any time during the Applicable Restricted Period; or (ii) otherwise engage or participate in any effort or act to induce any person to discontinue a relationship with the Company or its subsidiaries; provided, however that notwithstanding the foregoing, nothing in this Section 8, a person or entity (including without limitation, the Employee4(d) shall be deemed prohibit Executive (x) from placing General Advertisements, (y) hiring or offering to be hire any individual as a competitor result of such General Advertisement or engaging in competition with one (z) hiring or more of the FIRSTPLUS Companies, if such person or entity engages in offering to hire any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with individual who was terminated by the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of and its subsidiaries no less than 180 days prior to such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such statehiring. (e) In connection with For so long as he holds any equity securities of the foregoing provisions Company or is a director, officer or employee of this Section 8the Company or any of its subsidiaries, Executive will not, and will cause Executive’s affiliates not to, make or cause to be made any statement, comment or other communication, written or otherwise, that would reasonably be expected to constitute disparagement or criticism of, the Employee represents that his experienceCompany or any of its subsidiaries or any of the products or services of the Company or any of its subsidiaries. Notwithstanding the foregoing, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth nothing in this Section 8 4(e) shall preclude Executive or Executive’s affiliates from (a) making truthful and accurate statements or disclosures that are required or permitted by applicable law or legal process, including, without limitationbut not limited to, time limitationsresponding truthfully to any false or misleading comments made about Executive or Executive’s affiliates; (b) are reasonable and properly required for disclosing information about unlawful acts in the adequate protection workplace, including, but not limited to, sexual harassment; (c) exercising Executive’s rights under the National Labor Relations Act, including but not limited to the right to make good faith reports to government agencies about suspected violations of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made law, or (d) providing feedback or performance reviews requested by the Employee Company or its subsidiaries in this Section 8 (and in Section 6 hereof) shall survive connection with Executive’s employment with the expiration or termination of this AgreementCompany.

Restrictive Covenants. 5.1 Executive acknowledges that (ai) During he has a major responsibility for the Employment Term andoperation, administration, development and growth of the Company's business, (ii) the Company's business has become international in scope, (iii) his work for the event Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iv) the agreements and covenants contained in this Subsection 5.1 are essential to protect the business interests of the Company and that the Employee's employment is terminated Company will not enter into this Agreement but for any reason (including such agreements and covenants. Accordingly, Executive covenants and agrees as follows: 5.1.1 Except as otherwise provided for in this Agreement, during the non-renewal Term of this Agreement in accordance with Section 2(b) above)and for a period of two years thereafter Executive shall not, during the 18-month period following such termination, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of the date of termination; or, without limiting the generality of the foregoing, by or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withany individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning Company as of Section 8(d), the date of termination; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any securities exchange. 5.1.2 During the Term of this Agreement and, for a period of two years thereafter (bthe "Termination Period"), Executive shall not, directly or indirectly, (i) induce or attempt to influence any employee of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who shall have been employed by the Company within the one (1) year period preceding such requested aid, (iii) induce or attempt to influence any person or business entity who was a customer or supplier of the Company during any portion of said period to transact business with a competitor of the Company in Company's business, or (iv) induce or attempt to influence any of the research partners and contract researchers of the Company, which had a contractual relationship with the Company during the term of this Agreement, to terminate or otherwise adversely affect their relationship with the Company or any affiliate of the Company. 5.1.3 During the Term of this Agreement, the Termination Period and any time thereafter, Executive shall not disclose to anyone any information about the confidential or proprietary affairs of the Company, including, without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for his own benefit. 5.2 If Executive breaches Subsection 5.1 (the "Restrictive Covenants"), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. 5.2.1 Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Subsection 5.1.1, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity or proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 5.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 5.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companies at any time during breadth of such scope or otherwise, it is the six months prior to the Employee's termination, to leave the employ intention of the FIRSTPLUS Companies, parties hereto that such determination not bar or in any way interfere with affect the relationship between any Company's right of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, relief provided above in the event that courts of any other jurisdictions within the Employee's employment is terminated for any reason (including the non-renewal geographical scope of this Agreement such Restrictive Covenants, as to breaches of such covenants in accordance with Section 2(b) above), during the 18-month period following such terminationother respective jurisdictions, the Employee will not directly or indirectly hireabove covenants as they relate to each jurisdiction being, engagefor this purpose, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity severable into diverse and any of the FIRSTPLUS Companiesindependent covenants. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (aA) During the Employment Term and, in In the event that of the Employee's employment is terminated termination with the Company, whether voluntarily or for any reason (including the non-renewal cause, Employee agrees that he will not, for a period of this Agreement in accordance with Section 2(b) above), during the 18-month period four years following such termination, the Employee will not directly enter into or indirectly become associated with or engage in any other business (whether as a directorpartner, officer, executive director, shareholder, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with), which business is a direct or indirect competitor of the Company, or own any interest incurrent or future subsidiary, perform any services forassociate, participate in affiliate or be connected with any business joint venture partner, which is a direct or organization that engages in competition with any indirect competitor of the FIRSTPLUS Companies within the meaning of Section 8(d)Company, provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of or any publicly held subsidiary or Parent company. (bB) In the event If any court shall hold that the Employee's employment duration of non-competition or any other restriction contained in this paragraph is unenforceable, it is our intention that same shall not thereby be terminated but shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, or in the alternative, such judicially substituted term may be substituted therefor. (C) Employee agrees that during the term of this Restrictive Covenant, he 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 as described in (A) above or for any reason whatsoever, without the written consent of the Company, signed by two executive officers; (including b) request or advise any customers, clients, joint venture partners, suppliers, manufacturers, employees, consultants, associates or affiliates of the non-renewal of this Agreement in accordance with Section 2(b) above)Company or its or their successors, during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce who may contact or attempt to induce contact the Employee to withdraw, curtail, or cancel such parties' business with the Company or its successors; (c) disclose to any person who is and/or was an employee other persons or corporations the names or addresses of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's terminationcustomers, to leave the employ clients, joint venture partners, suppliers, manufacturers, wireless services providers, employees, consultants, associates, or affiliates of the FIRSTPLUS Companies, Company or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly its or indirectly hire, engage, send any work to, place orders with, their successors; or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person induce or entity (including without limitation, the Employee) shall be deemed encourage any employee to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment terminate his relationship with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 6.1 I hereby acknowledge and agree that during the period in which I am employed by, or providing service to, any member of the Company Group and for the twelve (a12) During the Employment Term and, in the event that the Employee's month-period following my termination of employment is terminated or service for any reason (including my resignation) (the non-renewal of this Agreement in accordance with Section 2(b) above“Restrictions Period”), during I shall comply with the 18-month period following such terminationrestrictive covenants set forth herein applicable to the Company Group. 6.1.1 During the Restrictions Period, I shall not anywhere in the Territory for myself, or through or on behalf of any other person or entity (other than the Company), whether as an officer, director, employee, equityholder, consultant or otherwise, as applicable: directly or indirectly, engage, participate, make any financial investment in, own any financial or beneficial interest in, operate, or become employed by or provide services to any business, corporation, firm, person, or other entity (together with its affiliates and subsidiaries, the Employee will not “Competing Enterprise”) which is engaged, directly or indirectly indirectly, during my employment in competition with the Company Group in the Business anywhere in the Territory; provided, in each case, that the aggregated gross revenue of the potentially Competing Enterprise for the last 12 months derived from all products, parts or services that are directly competitive to those products, parts or services offered by the Company Group (or proposed to be offered in the next 12 months) is greater than 5% of the consolidated net sales of the Company Group as a reported in the audited financial statements of the Company Group for the then most recent fiscal year. Notwithstanding the foregoing, I shall not be prohibited from owning or acquiring securities in any publicly traded company as long as my ownership does not exceed 1% of such publicly traded company’s outstanding securities; 6.1.1.1 encourage, induce, attempt to induce, solicit or attempt to solicit, any employee, director, officer, executive employee, managerassociate, consultant, agent or independent contractorcontractor to terminate his or her employment with or engagement by the Company Group in order to become employed or engaged by any person, advisor firm, corporation or otherwise) engage other business enterprise other than a member of the Company Group, except in competition withthe furtherance of my responsibility while I am employed by the Company Group, or own any interest in, perform any services for, participate in hire or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce hire or retain, any person employee, director, officer, associate, consultant, agent or independent contractor of the Company Group; provided, that nothing in this Non-Disclosure Agreement prohibits me from hiring an individual who is and/or was an employee responds to a job posting made available to the general public so long as I do not solicit or otherwise initiate such contact during the one year following termination of my employment or service; or 6.1.1.2 encourage, induce, attempt to induce, solicit or attempt to solicit, any customer, distributor, supplier, vendor, marketer or sponsor of the Company Group to cease its customer, distributor, supplier, vendor, marketer or sponsor relationship with the Company Group. 6.1.2 The restrictions contained in this Section are necessary for the protection of the business and goodwill of the Company Group and are considered by me to be reasonable for such purpose. I acknowledge that a breach of any of the FIRSTPLUS Companies at any time during the six months prior covenants contained in this Non-Disclosure Agreement may cause irreparable damage to the Employee's terminationCompany, the exact amount of which would be difficult to leave ascertain, and that the employ of the FIRSTPLUS Companiesremedies at law for any such breach or threatened breach would be inadequate. Accordingly, I agree that if I breach or in any way interfere with the relationship between threaten to breach any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term andcovenants contained in this Non-Disclosure Agreement, in addition to any other remedy which may be available to the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement Company at law or in accordance with Section 2(b) above), during the 18-month period following such terminationequity, the Employee will not directly Company shall be entitled (i) to the extent permitted by applicable law, to cease or indirectly hirewithhold any payments or equity rights owed to me, engagewhether in connection with my employment or otherwise, send any work toincluding, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, any equity rights I am otherwise entitled to receive under the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such stateStock Plan; or and/or (ii) to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive relief to prevent the hiring of one breach or more employees to be employed in such state any threatened breach thereof without bond or the assignment of one other security or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents a showing that his experience, capabilities and circumstances are such that such provisions monetary damages will not prevent him from earning a livelihoodprovide an adequate remedy. The Employee I further agrees acknowledge that the restrictions and limitations set forth in this Section 8 (including, Non-Disclosure Agreement will not materially interfere with my ability to earn a living following the termination of my employment with the Company and that my ability to earn a livelihood without limitation, time limitations) are reasonable violating such restrictions is a material condition to my employment with the Company. I agree to disclose in advance the existence and properly required for the adequate protection terms of the current restrictions and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee contained in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination Non-Disclosure 6.1.3 For purposes of this Agreement.Section:

Restrictive Covenants. (a) During Notwithstanding the Employment Term andrestrictions set forth in Section 6 of this Agreement, for a period of six (6) months from the Termination Date: ▇. ▇▇▇▇ will not, and will not permit any person subject to his direction or control to, directly or indirectly, whether alone or in association with others, as principal, officer, agent, consultant, employee, director or owner of any corporation, partnership, association or other entity, or through the event investment of capital, lending of money or property, rendering of services or otherwise, engage in, influence, control, have an interest in or otherwise become actively involved with any business that competes with the Company. ▇▇▇▇ acknowledges that the Employee's employment business of the Company is terminated for national and international in scope, as its current and anticipated customers and suppliers are located throughout the United States and abroad, and that it is therefore reasonable that the restrictions set forth in this Section 7(a)(i) not be limited to any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee specified geographic area. ii. ▇▇▇▇ will not directly or indirectly (as a directorattempt to encourage, officerinduce or otherwise solicit, executive employeedirectly or indirectly, manager, consultant, independent contractor, advisor or otherwise) engage in competition withany employee of the Company, or own any interest inof its affiliates or subsidiaries, perform any services forto breach his or her employment agreement or to leave their employment; iii. ▇▇▇▇ will not directly or indirectly attempt to encourage, participate in induce or be connected with otherwise solicit, directly or indirectly, any business from, or organization that engages in competition with attempt to sell, license, or provide the same or similar products or services as provided by the Company or any subsidiary of the Company to any customer of the Company; and iv. ▇▇▇▇ will not call upon any prospective acquisition candidate, on ▇▇▇▇’▇ own behalf or on behalf of any person, which candidate was, to ▇▇▇▇’▇ knowledge after due inquiry, either called upon by the Company, or any of its affiliates or subsidiaries, or for which the FIRSTPLUS Companies within Company made an acquisition analysis, for the meaning purpose of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held companyacquiring such candidate. (b) In The parties acknowledge that covenants and restrictions set forth in Sections 6 and 7 are necessary to protect the event that legitimate business interests of the Employee's employment is terminated for Company. The parties agree that, if the scope of enforceability of any reason (including or all the non-renewal of restrictive covenants set forth in this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with disputed at any time, a court may modify and enforce the relationship between any of covenants to the FIRSTPLUS Companies and any employee thereofextent it believes to be reasonable under the circumstances existing at that time. (c) During the Employment Term and, in the event ▇▇▇▇ agrees that the Employee's employment is terminated for any reason (including breach by him of Sections 6 and 7 could not reasonably or adequately be compensated in damages in an action at law, and that the non-renewal of this Agreement in accordance with Section 2(b) above)Company shall be entitled to injunctive relief which may include, during the 18-month period following such termination, the Employee will but shall not directly or indirectly hire, engage, send any work be limited to, place orders with, or restraining ▇▇▇▇ from engaging in any manner be associated with any supplieractivity that would breach this Agreement. However, contractor, subcontractor or other business relation of no remedy conferred by any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition specific provisions of Sections 6 and 7 (including this paragraph) is intended to be exclusive of any of the FIRSTPLUS Companiesother remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, or materially interfere with the relationship between now or hereafter existing in law or in equity, or by statute or otherwise. The election of any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more remedies by the Company shall not constitute a waiver of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease right to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such statepursue other available remedies. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) During The Executive agrees that during the Employment Term Non-Competition Period (and, as to paragraphs (3) and (4) of this Section 5(a), at any time thereafter) he will not, directly or indirectly, do or suffer any of the following: (1) Own, manage, control or participate in the event that the Employee's employment is terminated for any reason ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated (including the non-renewal of this Agreement in accordance with Section 2(bcollectively, "Employed") above), during the 18-month period following such termination, the Employee will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractorcontractor or otherwise with, advisor any other corporation, partnership, proprietorship, firm, association, or otherwiseother business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of the Company or any of its affiliates (a "Prohibited Business") engage in the United States of America or any of the countries in Europe or Israel in which the Company or any of its affiliates is doing business (a "Competing Business") for so long as this Section 5(a)(1) shall remain in effect, nor solicit any person or business that was at the time of the Executive's termination of employment, or within one year prior thereto, a customer or supplier of the Company or any of its affiliates; provided, however, that, notwithstanding the foregoing, the Executive shall not be deemed to be Employed by a Competing Business (i) by reason of his activities with respect to the Dana ▇▇▇▇▇▇▇▇ ▇▇▇iness, based on such activities and such business as each exists as of the date of this Agreement, or (ii) if the Board or a committee of the Board determines that the Executive has established by clear and convincing evidence all of the following: (A) such entity (including its affiliates in aggregate) does not derive Material Revenues (as defined below) from the aggregate of all Prohibited Businesses, (B) such entity (including its affiliates in aggregate) is not a Competitor (as defined below) of the Company and its affiliates and (C) Executive has no direct responsibility for or otherwise with respect to any Prohibited Business. For purposes of this paragraph (1), Material Revenues shall mean that 5% or more of the revenues of the entity (including its affiliates in aggregate) are derived from the aggregate of all Prohibited Businesses; an entity shall be deemed a Competitor of the Company and its affiliates if the combined gross receipts of the entity (including its affiliates in aggregate) from any Prohibited Business is more than 25% of the gross receipts of the Company and its affiliates in such Prohibited Business; and an "affiliate" of an entity is any entity controlled by, controlling or under common control with the entity; (2) Employ, assist in employing, or otherwise associate in business with any present employee, officer or agent of the Company or its affiliates; (3) Induce any person who is an employee, officer or agent of the Company, or any member of the Company or its affiliates, to terminate said relationship; and (4) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or own contrary to the interests of, the Company, or any interest inmember of the Company or its affiliates, perform the customer lists, manufacturing and marketing methods, product research or engineering data, vendors, contractors, financial information, business plans and methods or other trade secrets of the Company, or any services formember of the Company or its affiliates, participate it being acknowledged by the Executive that all such information regarding the business of the Company or its affiliates compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Company's exclusive property (it being understood, however, that information publicly disclosed by the Company shall not be subject to this Section 5(a)(4), provided that such information may not be used in or be connected with any business or organization that engages in competition connection with any of the FIRSTPLUS Companies within activities prohibited under paragraphs (1) and (2) of this Section 5(a) for so long as such clauses remain in effect). For purposes hereof, the meaning of Section 8(d)Non-Competition Period shall mean the Employment Period and the period thereafter during which Termination Payments are being made, provided, however, if this Agreement is terminated following a Change in Control under circumstances described in Section 4(f), then the Non-Competition Period shall end immediately upon such termination. (b) The Executive expressly agrees and understands that the remedy at law for any breach by him of any of the provisions of this Section 8(a) 5 will be inadequate and that damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon adequate proof of the Executive's violation of any legally enforceable provision of this Section 5, the Company shall not be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 5 shall be deemed to prohibit limit the EmployeeCompany's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated remedies at law or in equity for any reason (including breach by the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee Executive of any of the FIRSTPLUS Companies at any time during provisions of this Section 5 which may be pursued or availed of by the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany. (c) During the Employment Term and, in In the event that the Employee's employment is terminated for Executive shall violate any reason (including the non-renewal legally enforceable provision of this Agreement Section 5 as to which there is a specific time period during which he is prohibited from taking certain actions or from engaging in accordance with Section 2(b) above)certain activities, during as set forth in such provision, then, such violation shall toll the 18-month running of such time period following from the date of such terminationviolation until such violation shall cease; provided, however, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or Company shall seek appropriate remedies in any a reasonably prompt manner be associated with any supplier, contractor, subcontractor or other business relation after discovery of any of the FIRSTPLUS Companies if such action a violation by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS CompaniesExecutive. (d) For all purposes in The Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 85, a person or entity (including without limitationand hereby acknowledges and agrees that the same are reasonable in time and territory, the Employee) shall are designed to eliminate competition which otherwise would be deemed unfair to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, are designed to not stifle the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, inherent skill and have effectuated either experience of the following: (i) Executive, would not operate as a bar to the opening Executive's sole means of an office in such state; or (ii) support, are fully required to protect the hiring legitimate interests of one or more employees the Company and do not confer a benefit upon the Company disproportionate to be employed in such state or the assignment of one or more incumbent employees detriment to solicit business in such statethe Executive. (e) In connection with If any decision maker determines that any of the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth covenants contained in this Section 8 5 (includingthe "Restrictive Covenants"), without limitationor any part thereof, time limitations) are reasonable and properly required for the adequate protection is unenforceable because of the current duration or geographical scope of such provision, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and future businesses shall be enforced. (f) The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of the FIRSTPLUS CompaniesRestrictive Covenants. It If the courts of any one or more or such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise, it is understood the intention of the Company and the Executive that such determination not bar or in any way affect the covenants made by Company's right to the Employee relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdictions being, for this Section 8 (purpose, severable, diverse and in Section 6 hereof) shall survive independent covenants, subject, where appropriate, to the expiration or termination doctrine of this AgreementRES JUDICATA.

Restrictive Covenants. 5.1 Executive acknowledges that (i) he or she has a major responsibility for the operation, administration, development and growth of the Company's business, (ii) his or her work for the Company has brought him or her and will continue to bring him or her into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Paragraph 5 are essential to protect the business interest of the Company and that the Company will not enter into this Agreement but for such agreements and covenants. Accordingly, the Executive covenants and agrees as follows: (a) During Except as otherwise provided for in this Agreement, during the Employment Term of this Agreement and, in the event that the Employee's employment if this Agreement is terminated for any reason during the Term, for eighteen (including 18) months following such date of termination (the non-renewal of this Agreement in accordance with Section 2(b) above"Termination Period"), during the 18-month period following such terminationExecutive shall not, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company; or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withwith any individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning of Section 8(d), Company; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% five percent (5%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America, and may retain his or her ownership interest in those entities referred to in Subparagraph 4.1. (b) In During the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement in accordance with Section 2(b) above)and, if applicable, during the 18-month period following such terminationTermination Period, the Employee will not Executive shall not, directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any employee of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who is and/or shall have been employed by the Company within the one (1) year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was an employee of any a customer or supplier of the FIRSTPLUS Companies at Company during any time during the six months prior portion of said period to the Employee's termination, to leave the employ transact business with a competitor of the FIRSTPLUS Companies, or Company in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany's business. (c) During the Employment Term andof this Agreement, the Termination Period, if applicable, and thereafter, the Executive shall not other than in the event that performance of his or her duties disclose to anyone any information about the Employee's employment affairs of the Company, including, without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is terminated confidential to the Company or is not generally known in the relevant trade, nor shall the Executive make use of any such information for any reason (including his own benefit. Any technique, method, process or technology used by the non-renewal Company shall be considered a "trade secret" for the purposes of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS CompaniesAgreement. (d) For Executive hereby agrees that all purposes know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, client files and materials made by him or her or by the Company are the property of the Company and shall not be used by him in this Section 8any way adverse to the Company's interests. Executive shall not deliver, a person reproduce or entity (including in any way allow such documents or things to be delivered or used by any third party without limitationspecific direction or consent of the Board of Directors of the Company. Executive hereby assigns to the Company any rights which he or she may have in any such trade secret or proprietary information. 5.2 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the Employee) same shall not affect the remainder of the covenant or covenants, which shall be deemed given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be a competitor unenforceable because of the duration of such provision or engaging the area covered thereby, the parties hereto agree that the court making such termination shall have the power to reduce the duration and/or area of such provision and, in competition with its reduced form, such provision shall then be enforceable. 5.3 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companiesbreadth of such scope or otherwise, if it is the intention of the parties hereto that such person determination not bar or entity engages in any business competing withway affect the Company's right to the relief provided above in the courts of any other jurisdictions within the geographical scope of such Restrictive Covenants, or substantially similar toas to breaches of such covenants in such other respective jurisdictions, the businesses of one or more of the FIRSTPLUS Companiesabove covenants as they relate to each jurisdiction being, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conductfor this purpose, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, severable into diverse and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateindependent covenants. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) During In consideration of the Employment Term and, payments and benefits set forth in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)Agreement, during the 18-month period following such terminationcommencing on the Termination Date and ending on December 31, 2003, the Employee will not Executive shall not, directly or indirectly (indirectly, alone, or as a director, officer, executive an employee, manageragent, consultantadvisor, salesman, independent contractor, advisor lender, consultant, owner, partner, joint venturer, officer, director or otherwise) stockholder or in any other capacity, enter into, engage in competition in, plan, organize, aid, assist, own, manage, operate, control, participate in, become employed by, consult with, perform services for, obtain a material financial or own any proprietary interest in, perform or otherwise become associated at any services for, participate in or be connected capacity with any business or organization person that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not might be deemed to prohibit compete with or be deemed to be setting up to compete with the Employee's ownership Company, GGC and/or any of not more than 2% of the total shares of all classes of stock outstanding their subsidiaries ("Owning Entity") (i) within one hundred fifty (150) miles of any publicly held companygolf course managed by the Company or GGC or owned by any Owning Entity, and (ii) in any line of business that is substantially the same as any line of business described in clause (i) and (ii) of Article III of GGC's Amended and Restated Certificate of Incorporation. (b) In consideration of the event that the Employee's employment is terminated for any reason (including the non-renewal of payments and benefits set forth in this Agreement in accordance with Section 2(b) above)Agreement, during the 18-month period following such terminationcommencing on the Termination Date and ending on December 31, 2003, the Employee will Executive shall not (i) solicit business on behalf of the Executive or any other person from any client or customer of the Company or GGC, or otherwise directly or indirectly divert or interfere with or attempt to divert or interfere with the business or the clients or customers of the Company or GGC or (ii) directly or indirectly hire, solicitrecruit, retainsolicit or induce, compensate or otherwise induce or attempt to induce any person who is and/or was induce, an employee of any or employees of the FIRSTPLUS Companies at any time during the six months prior Company or GGC to the Employee's termination, to leave the employ of the FIRSTPLUS Companiesterminate their employment with, or in any way interfere with otherwise cease their relationship with, the relationship between any of Company or GGC, as the FIRSTPLUS Companies and any employee thereofcase may be. (c) During The Executive acknowledges and agrees that the Employment Term andbreach of the provisions of this Section 5 will cause irreparable injury to the Company and GGC, inadequately compensable in damages. Accordingly, in addition to such other rights and remedies the event that the Employee's employment is terminated for Company and/or GGC may have under this Agreement, at law or in equity with respect to any reason (including the non-renewal breach or threatened breach of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationAgreement, the Employee will not directly Company and GGC shall be entitled to injunctive relief against the breach or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation threatened breach of any of the FIRSTPLUS Companies if provisions of this Section 5, it being acknowledged and agreed that any such action by breach or threatened breach will cause irreparable injury to the Employee would have Company and GGC and that money damages will not provide an adequate remedy to the Company and GGC. The Company, GGC and the Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 5 are fair and reasonable in light of all of the facts and circumstances of the relationship between the Company, GGC and the Executive and the Executive hereby expressly waives any objection to or defense in respect of the geographical scope and/or duration of the restriction on competition contained in this Section 5. The Executive acknowledges and agrees that the scope and duration of this restriction is reasonable and warranted in order to protect the Company's and GGC's legitimate business interests and rights and that the Executive's experience and capabilities are such that the Executive will not be prevented from earning a material adverse effect on livelihood in the businessExecutive's area of expertise as a result of the limited restrictions provided herein. In furtherance of and not in derogation of the provisions of this Section 5, assets or financial condition of the Company, GGC and the Executive agree that in the event that, notwithstanding the foregoing, a court should decline to enforce any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any provisions of the FIRSTPLUS Companies. (d) For all purposes in this Section 85, a person such provision or entity (including without limitation, the Employee) provisions shall be deemed to be a competitor of or engaging in modified to restrict the Executive's competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company and GGC to the maximum extent, in any state of the United States of America in which any of the FIRSTPLUS Companies conducttime, or are actively investigating the possibility of conductinggeography and scope, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such statecourt shall find enforceable. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (ai) During Each of Sellers covenants and agrees that, during the Employment Term andperiod commencing at the Closing and continuing until the fourth (4th) anniversary of the Closing Date (the “Restricted Period”), such Seller shall not (and shall cause its Affiliates not to) do any of the following, or serve as a partner, joint venturer, director, manager, trustee, officer, employee, independent contractor, agent or equityholder (excluding de minimis holdings in publicly traded companies) of any Person that does any of the following, in each case whether directly or indirectly: (A) participate or engage in, or provide any financial or other assistance to any Person participating or engaging in, any business or enterprise that is similar to or competitive with the Business (as conducted historically and/or as of the Closing) anywhere in the United States, the United Kingdom, the European Union, Norway and Sweden (the “Restricted Territory”), provided that this clause (A) shall not apply (i) in the event that Sellers reacquire the Employee's employment is terminated for Initial Purchased Shares from Buyer as a result of an Event of Default (as defined in the Promissory Notes) or (ii) to any reason (including Seller maintaining ownership in the non-renewal of this Agreement Company or serving in accordance with Section 2(b) above)any capacity on behalf of, during or taking any action at the 18-month period following such terminationdirection of, the Employee will not directly Buyer or indirectly any of its Affiliates, pursuant to the Employment Agreements; (B) induce or entice (or attempt to induce or entice) any customer, distributor, supplier, vendor, or any other Person having a business relationship with the Company or any Affiliate of the Company that then participates or engages in the Business (as conducted as of the Closing) to terminate or adversely modify its relationship with the Company or such Affiliate; (C) solicit, contact, hire, engage, or enter into any other business relationship with (or attempt to do any of the foregoing) any Person who is then, or was within the twelve (12) months prior thereto, a director, manager, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition withagent of the Company, or own any interest in, perform any services for, participate in induce or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. entice (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce or entice) any person who is and/or was an employee such Person to terminate or adversely modify its relationship with the Company, provided that nothing in this clause (D) shall prohibit the publishing of general advertisements not specifically targeted to any directors, managers, officers, employees, independent contractors, or agents of the Company; or (D) make or endorse any disparaging, derogatory, or otherwise negative written or oral communication regarding the Business, the Buyer, the Company, or any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, their respective Affiliates or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofRepresentatives. (cii) During the Employment Term and, in the event that the Employee's employment is terminated for The Restricted Period with respect to any reason Seller shall be tolled during (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor automatically extended by) any period during which such Seller is in violation of or engaging any provision set forth in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: clause (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateabove. (eiii) In Each Seller agrees that the Business is unique and irreparable damage would occur, and money damages would be inadequate, if any provision of clause (i) above were not performed in accordance with its terms and that the Buyer shall be entitled to injunctive relief and specific performance of the terms of clause (i) above, in addition to any other remedy to which it is entitled at law or in equity. Each Seller irrevocably waives any requirement for the securing or posting of any bond in connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihoodremedy. The Employee Each Seller further agrees that the limitations only permitted objection that it may raise in response to any Action for equitable relief is that it contests the existence of a breach or threatened breach of clause (i) above. (iv) Each Seller agrees that all restrictions set forth in this Section 8 clause (includingi) above, without limitationincluding those relating to the duration of the Restricted Period and the scope of the Restricted Territory, time limitations) are necessary and fundamental to the protection of the Company and its operation of the Business, are reasonable and properly required valid, and constitute a material inducement for the adequate protection Buyer to enter into this Agreement and each Ancillary Agreement and to consummate the Transaction. To the extent that any court of the current and future businesses of the FIRSTPLUS Companies. It is understood competent jurisdiction holds that the covenants made duration, scope, or area restrictions set forth in clause (i) above are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area and that such court shall be permitted, and this Agreement shall automatically be revised, to modify the restrictions set forth in clause (i) above to cover the maximum period, scope and area permitted by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration law or termination of this Agreementequity.

Restrictive Covenants. During the Executive’s employment with the Company and for a period of twenty four (24) months following the termination of such employment, in the case of Sections 7(b), 7(c) and 7(d), and for a period of one (1) year in the case of Section 7(a), in each case, regardless of the reason of termination, which periods shall be automatically extended for a period of time equal to the period(s) during which the Executive is in breach or in violation of any of the following restrictive covenants (collectively, the “Restricted Period”), the Executive agrees that unless otherwise approved in writing by the Company, he will not, and will not permit his Affiliates to, directly or indirectly: (a) During the Employment Term andoperate, join, control or participate in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly (as a directorjoint venturer, officeragent, executive representative, employee, managermember, consultantstockholder, independent contractor, advisor director, consultant or otherwiselender) engage in competition withany natural person, or own any interest incorporation, perform any services forlimited liability company, participate in or be connected with any business partnership, firm, joint venture, joint-stock company, trust, association, unincorporated entity or organization of any kind, governmental authority or other entity of any kind (collectively, a “Person”) engaging or participating in the Business; provided, that, owning a passive equity interest of less than 1% of a publicly-held corporation that engages or participates in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) such activity shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company.permitted; (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retainrequest, compensate or otherwise induce counsel, advise, influence or attempt to induce influence any person who is and/or was an employee customer, vendor or supplier of the Company or any of its Affiliates to discontinue, reduce, suspend, or otherwise change its relationship with the FIRSTPLUS Companies Company in any manner adverse or potentially adverse to the Company or such Affiliate or otherwise seek to influence, alter or interfere with any customer, vendor or supplier of the Company or any of its Affiliates in any manner adverse or potentially adverse to the business of the Company or such Affiliate; (c) solicit, induce, influence or persuade (or attempt to solicit, induce, influence or persuade) any employee, broker, independent contractor or representative of the Company or its Affiliates, either directly or indirectly, to terminate or alter their position or engagement with the Company or such Affiliate, or otherwise hire or attempt to hire any employee, broker, independent contractor or representative of the Company or any of its Affiliates that was employed by the Company at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies.Restricted Period; or (d) For all purposes in this Section 8disparage, a person demean, defame, or entity (including without limitationotherwise make negative or derogatory statements about, the Employee) shall be deemed to be a competitor of Company or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company’s employees, unless within three months after such terminationbrokers, the FIRSTPLUS Companies, independent contracts or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such staterepresentatives. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. Wood acknowledges and agrees that (a) During through his continuing services to the Employment Term andCompany, he will learn valuable trade secrets and other proprietary information relating to the Company's business; (b) Wood's services to the Company are unique in nature; (c) the event that Company's business is national in scope; and (d) the Employee's employment is terminated Company would be irreparably damaged if Wood was to provide services to any person or entity in violation of the restrictions contained in this Agreement. Accordingly, as an inducement to the Company to enter into this Agreement, if the Company terminates Wood for any reason other than for cause or Wood terminates this Agreement for any reason, Wood agrees that during the Term and for one year thereafter (such period being referred to herein as the "Restricted Period"), Wood shall not, directly or indirectly, either for himself or for any other person or entity, without the prior written consent of the Company: (a) anywhere in the United States, engage or participate in, or assist, advise or be connected with (including as an employee, owner, partner, shareholder, officer, director, advisor, consultant, agent or (without limitation by the non-renewal specific enumeration of this Agreement in accordance with Section 2(bthe foregoing) aboveotherwise), or permit his name to be used by or render services for, any person or entity engaged in, or making plans to engage in, a business capacity that directly competes with the business conducted by, or proposed to be conducted by, the Company (a "Competing Business"); (b) take any action which might divert from the Company or any of its Affiliates (as defined herein) any opportunity (each, an "Opportunity") which would be within the scope of the Company's or such Affiliate's then business and shall offer each Opportunity to the Company, which the Company may, in its sole discretion, decide to pursue or not; (c) solicit, attempt to solicit, aid in the solicitation of or accept any orders from any person or entity who is or has been a customer of the Company or its Affiliates, at any time during the 18-month period following such terminationbeginning one year prior to the date hereof through the Restrictive Period, to purchase products or services from any person or entity which products or services could have been supplied or performed, as the Employee will not directly case may be, by the Company or indirectly its Affiliates (as other than from the Company or its Affiliates); (d) solicit, attempt to solicit or aid in the solicitation of any person or entity who is or has been a customer, supplier, licensor, licensee or person or entity having any other business relationship with the Company or any of its Affiliates, at any time during the period beginning one year prior to the date hereof through the Restrictive Period, to cease doing business with or alter its business relationship with the Company or its Affiliates; or (e) solicit or hire any person or entity who is a director, officer, executive employee, manager, consultant, independent contractor, advisor contractor or otherwise) engage in competition with, agent of the Company or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed its Affiliates to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated perform services for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of other than the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person Company or entity (including without limitation, the Employee) shall be deemed its Affiliates or to be a competitor of terminate his or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's her employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateits Affiliates. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) 5.1 During the Employment Term andExecutive’s employment with the Company and for a period of twelve (12) months thereafter: (A) the Executive shall not, directly for the Executive or any third party, become engaged in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages activity which is directly in competition with any services or products sold by, or any business or activity engaged in by, the Company or any of the FIRSTPLUS Companies within the meaning of Section 8(d), its affiliates; provided, however, that the provisions of this Section 8(a) provision shall not be deemed to prohibit restrict the Employee's ownership of Executive from owning or investing in publicly traded securities, so long as the Executive’s aggregate holdings in any company do not more than 2exceed 5% of the total shares outstanding equity of all classes of stock outstanding of any publicly held company.such company and such investment is passive; (bB) In the event that Executive shall not solicit any person who was a customer of the Employee's employment is terminated for Company or any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), its affiliates during the 18-month period following such terminationof the Executive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the Employee will not course of employment with the Company, or otherwise divert or attempt to divert any existing business of the Company or any of its affiliates; and (C) the Executive shall not, directly for the Executive or indirectly hireany third party, solicit, retaininduce, compensate recruit or otherwise induce cause another person in the employment of the Company or attempt to induce any person who is and/or was an employee of any of its affiliates to terminate such employee’s employment for the FIRSTPLUS Companies purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or products sold, or any business or activity engaged in, by the Company or any of its affiliates. 5.2 The Executive agrees that he will not, while employed with the Company or at any time during the six months prior to the Employee's terminationthereafter for any reason, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term andfashion, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)form or manner, during the 18-month period following such termination, the Employee will not either directly or indirectly hireindirectly, engagedivulge, send disclose or communicate to any work toperson, place orders withfirm, corporation or other business entity, in any manner be associated with whatsoever, any supplierconfidential information or trade secrets concerning the business of the Company, contractorincluding, subcontractor without limiting the generality of the foregoing, any customer lists or other business relation of any customer identifying information, the techniques, methods or systems of the FIRSTPLUS Companies if such action by Company’s operation or management, any information regarding its financial matters, or any other material information concerning the Employee would have a material adverse effect on the business, assets or financial condition of any business of the FIRSTPLUS CompaniesCompany, its manner of operation, its plans or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such terminationother material data. The provisions of this Section 8 5.2 shall cease not apply to be (i) information that is public knowledge other than as a result of disclosure by the Executive in breach of this Section 5.2; (ii) information disseminated by the Company to third parties in the ordinary course of business; (iii) information lawfully received by the Executive from a third party who, based upon inquiry by the Executive, is not bound by a confidential relationship to the Company, or (iv) information disclosed under a requirement of law or as directed by applicable legal authority having jurisdiction over the Executive. 5.3 The Executive agrees that he will not, while employed with the Company or at any time thereafter for any reason, in any fashion, form or manner, either directly or indirectly, disparage or criticize the Company, or otherwise speak of the Company, in any negative or unflattering way to anyone with regard to any state matters relating to the Executive’s employment by the Company or the business or employment practices of the Company. The Company agrees that it will not, in which any fashion, form or manner, either directly or indirectly, disparage or criticize the FIRSTPLUS Companies are actively investigating Executive or otherwise speak of the possibility of conducting their businesses at Executive in any negative or unflattering way to anyone with regard to any matters relating to the time of termination of Employee's Executive’s employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: . This Section shall not operate as a bar to (i) the opening of an office statements reasonably necessary to be made in such state; any judicial, administrative or arbitral proceeding, or (ii) internal communications between and among the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of Company with a job-related need to know about this Agreement or matters related to the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination administration of this Agreement. 5.4 The Executive understands that in the event of a violation of any provision of Section 5, the Company shall have the right to (i) seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond and (ii) stop making any future payments or providing benefits under this Agreement. The remedies provided in this Section 5.4 shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Executive and the Company or any of its affiliates, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of Section 5 shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court. 5.5 The Executive acknowledges that the provisions of Section 5 shall extend to any business that becomes an affiliate of or successor to the Company or any of its affiliates on account of such Change in Control.

Restrictive Covenants. The Seller agrees that neither it nor its affiliates will, until at least two years after the Closing of the Transaction, (a) During the Employment Term and, engage in the event staffing services business, as that business has been conducted by the Company (the “Company Business”), but the Seller and its subsidiaries may and will continue to sell computer hardware, software, bandwidth, professional services, and related goods and services, including network engineering, maintenance, help desk, software development and business process engineering (“Seller’s Business”) and to the extent that the Employee's employment sale or service of power supplies is terminated for an incidental aspect of Seller’s Business, neither Seller nor any reason (including the non-renewal of this Agreement its subsidiaries shall in accordance with Section 2(b) above)any way be restricted from engaging in such business, during the 18-month period following such termination, the Employee will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) and Seller may engage in competition Seller’s Business with, and sell goods and services to, any current, prior, or own any interest in, perform any services for, participate in future customer or be connected with any business or organization that engages in competition with any prospect of the FIRSTPLUS Companies within the meaning of Section 8(d)Company, provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hireindirectly, solicitencourage, retaininduce, compensate or otherwise induce attempt to induce, solicit or attempt to induce solicit (on such person’s or entity’s own behalf or on behalf of any other person who is and/or was or entity) any individual or entity to terminate his, her or its service (whether as an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (cindependent contractor) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such terminationor (c) induce, the FIRSTPLUS Companiesattempt to induce, solicit, or otherwise cause, directly or indirectly, any of them, have commenced soliciting prospective customers in such state, and have effectuated either of “Company Customer” (which shall include for this purpose any person or entity who was a Company customer within the following: previous 18 months or who has currently received a proposal to provide goods or services from the Company) to (i) cease being a client or customer of or to not become a client or customer of the opening of an office in such state; Company, or (ii) to reduce the hiring amount of one business of such Company Customer from the Company, or more employees otherwise to be employed discontinue or alter, in a manner adverse to the Company, such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents relationship. Buyer agrees that his experience, capabilities and circumstances are such that such provisions it will not prevent him from earning a livelihood. The Employee further agrees engage in Seller’s Business, except to the extent that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection an incidental aspect of the current Company Business may overlap with Seller’s Business, and future businesses neither Buyer, nor the Company, shall in any way be restricted from engaging in the Company Business because of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreementsuch incidental services.

Restrictive Covenants. (a) 5.1 During the Employment Term andExecutive’s employment with the Company and for a period of twelve (12) months thereafter: (A) the Executive shall not, directly for the Executive or any third party, become engaged in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages activity which is directly in competition with any services or products sold by, or any business or activity engaged in by, the Company or any of the FIRSTPLUS Companies within the meaning of Section 8(d), its affiliates; provided, however, that the provisions of this Section 8(a) provision shall not be deemed to prohibit restrict the Employee's ownership of Executive from owning or investing in publicly traded securities, so long as the Executive’s aggregate holdings in any company do not more than 2exceed 5% of the total shares outstanding equity of all classes of stock outstanding of any publicly held company.such company and such investment is passive; (bB) In the event that Executive shall not solicit any person who was a customer of the Employee's employment is terminated for Company or any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), its affiliates during the 18-month period following such terminationof the Executive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the Employee will not course of employment with the Company, or otherwise divert or attempt to divert any existing business of the Company or any of its affiliates; and (C) the Executive shall not, directly for the Executive or indirectly hireany third party, solicit, retaininduce, compensate recruit or otherwise induce cause another person in the employment of the Company or attempt to induce any person who is and/or was an employee of any of its affiliates to terminate such employee’s employment for the FIRSTPLUS Companies purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or products sold, or any business or activity engaged in, by the Company or any of its affiliates. 5.2 The Executive agrees that he will not, while employed with the Company or at any time during the six months prior to the Employee's terminationthereafter for any reason, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term andfashion, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)form or manner, during the 18-month period following such termination, the Employee will not either directly or indirectly hireindirectly, engagedivulge, send disclose or communicate to any work toperson, place orders withfirm, corporation or other business entity, in any manner be associated with whatsoever, any supplierconfidential information or trade secrets concerning the business of the Company, contractorincluding, subcontractor without limiting the generality of the foregoing, any customer lists or other business relation of any customer identifying information, the techniques, methods or systems of the FIRSTPLUS Companies if such action by Company’s operation or management, any information regarding its financial matters, or any other material information concerning the Employee would have a material adverse effect on the business, assets or financial condition of any business of the FIRSTPLUS CompaniesCompany, its manner of operation, its plans or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such terminationother material data. The provisions of this Section 8 5.2 shall cease not apply to be (i) information that is public knowledge other than as a result of disclosure by the Executive in breach of this Section 5.2; (ii) information disseminated by the Company to third parties in the ordinary course of business; (iii) information lawfully received by the Executive from a third party who, based upon inquiry by the Executive, is not bound by a confidential relationship to the Company, or (iv) information disclosed under a requirement of law or as directed by applicable legal authority having jurisdiction over the Executive. 5.3 The Executive agrees that he will not, while employed with the Company or at any time thereafter for any reason, in any fashion, form or manner, either directly or indirectly, disparage or criticize the Company, or otherwise speak of the Company, in any negative or unflattering way to anyone with regard to any state matters relating to the Executive’s employment by the Company or the business or employment practices of the Company. The Company agrees that it will not, in which any fashion, form or manner, either directly or indirectly, disparage or criticize the FIRSTPLUS Companies are actively investigating Executive or otherwise speak of the possibility of conducting their businesses at Executive in any negative or unflattering way to anyone with regard to any matters relating to the time of termination of Employee's Executive’s employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: . This Section 5.3 shall not operate as a bar to (i) the opening of an office statements reasonably necessary to be made in such state; any judicial, administrative or arbitral proceeding, or (ii) internal communications between and among the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of Company with a job-related need to know about this Agreement or matters related to the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination administration of this Agreement. 5.4 The Executive understands that in the event of a violation of any provision of Section 5, the Company shall have the right to (i) seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond and (ii) stop making any future payments or providing benefits under this Agreement. The remedies provided in this Section 5.4 shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Executive and the Company or any of its affiliates, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of Section 5 shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court. 5.5 The Executive acknowledges that the provisions of Section 5 shall extend to any business that becomes an affiliate of or successor to the Company or any of its affiliates on account of such Change in Control.

Restrictive Covenants. 9.1 Executive acknowledges that (ai) During he has a major responsibility for the Employment Term operation, administration development and growth of the Company's business; (ii) the Company's business is or may become national or international in scope; (iii) his work for the Company will bring him into close contact with confidential information of the Company and its clients; and (iv) the agreements and covenants contained in this Section 9 are essential to protect the business interests of the Company and that the Company would not enter this Agreement but for such agreements and covenants. Accordingly, Executive covenants and agrees as follows: 9.1.1 Except as otherwise provided for in this Agreement, during the term of this Agreement and, in the event that the Employee's employment if this Agreement is terminated for any reason other than pursuant to Section 3.7 hereof, for two years following such date of termination (including the non-renewal of this Agreement in accordance with Section 2(b) above"Termination Period"), during Executive shall not, directly or indirectly, within any county in any state, province or other political subdivision of the 18-month period following such United States, or any other country in which the Company is conducting business as of the effective date hereof, or as of the date of termination, compete with respect to any services or products of the Employee will not directly Company which are either offered or indirectly are being developed by the Company as of either such date (the "Company's Business"); or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive director, employee, managerprincipal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition with), any individual, corporation, Company, association, partnership, joint venture or own any interest inother business entity, perform any services for, participate in or be connected which competes with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d)Company's Business, provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 21% of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation traded on any national securities exchange in the United States. 9.1.2 During the term of this Agreement and, if applicable, during the Termination Period, Executive shall not, directly or indirectly, (bi) solicit for employment or provide services, or employ or engage the services of, any employee of the Company who was employed by the Company at the time of termination or any neutrals associated with the Company as of such time; (ii) aid or agree to aid any competitor, client, or supplier of the Company in any attempt to hire any person who shall have been employed by the Company within the period preceding such requested aid; or (iii) induce or attempt to influence any person or business entity who was a client or supplier of the Company during any portion of said period to transact business with a competitor of the Company. 9.2 Executive hereby expressly acknowledges, understands and agrees that all documents, records, computer discs and programs, marketing and business plans and studies, and business and financial information (collectively referred to in this paragraph as "confidential information") relating to the Company's business including, without limitation, the names and addresses of the Company's clients and referral sources, all client records, files, and other client information, all methods of marketing services, setting cases, training programs, fee policies, and management and operating methods, whether they are prepared in whole or in part by Executive or by any other person, are and shall remain the exclusive property of the Company, and that all such trade secrets are confidential, material and important to the business and financial success of the Company, and that their disclosure or unauthorized use would seriously and adversely affect the Company's business. 9.3 Executive hereby expressly covenants and agrees that he will not either directly or indirectly, do any of the following either during the term of his employment by the Company, or at any time thereafter (or such shorter period following termination a may be described below), except as is necessary to perform his obligations in the course of his employment by the Company: 9.3.1 divulge, disclose or communicate to any person, Company, or entity any of the Company's confidential information; or 9.3.2 for two years following termination of Executive's employment, directly solicit or cooperate with others to directly solicit, any of the clients, customers or referral sources of the Company, or neutrals associated with the Company, for the purpose of, or in connection with, any business which is the same or substantially similar to the Company's business; or 9.3.3 use himself, duplicate or copy any of such confidential information; or 9.3.4 otherwise engage in unfair competition with the Company. 9.4 If Executive breaches, or threatens to commit a breach of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity: 9.4.1 Executive shall account for and pay over to the Company all compensation, profits, and other benefits, after taxes, which inure to Executive's benefit which are derived or received by Executive or any person or business entity controlled by Executive resulting from any action or transactions constituting a breach of any of the Restrictive Covenants. 9.4.2 Notwithstanding the provisions of subsection 9.4.1 above, Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Section 9, the Company, shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 9.5 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 9.6 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companies at any time during breadth of such scope or otherwise, it is the six months prior to the Employee's termination, to leave the employ intention of the FIRSTPLUS Companiesparties hereto that such determination not bar, or in any way interfere with affect the relationship between any of Company's right to the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, relief provided above in the event that courts of any other jurisdictions within the Employee's employment is terminated for any reason (including the non-renewal geographical scope of this Agreement such Restrictive Covenants, as to breaches of such covenants in accordance with Section 2(b) above), during the 18-month period following such terminationother respective jurisdictions, the Employee will not directly or indirectly hireabove covenants as they relate to each jurisdiction being, engagefor this purpose, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity severable into diverse and any of the FIRSTPLUS Companiesindependent covenants. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. In order to assure that United will realize the benefits of the Merger, each of the Shareholders and Principals agrees with United that he or it will not: (a) During for a period of five years following the Employment Term andEffective Time, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly (indirectly, alone or as a directorpartner, joint venturer, officer, executive director, employee, managerconsultant, consultantagent, independent contractor, advisor lender or otherwise) security holder of any company or business, engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages activity in competition with the business of automobile transport by truck (the "Business") in any of state in the FIRSTPLUS Companies within the meaning of Section 8(d), United States; provided, however, that that, the provisions beneficial ownership of this Section 8(a) less than five percent of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed deemed, in and of itself, to prohibit violate the Employee's ownership prohibitions of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company.this Section; (b) In for a period of five years following the event that Effective Time, directly or indirectly, (i) induce any Person which is a customer of United, its subsidiaries, successors or assigns (the Employee's employment is terminated for "United Affiliates") to patronize any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not business directly or indirectly hirein competition with the Business conducted by the United Affiliates; (ii) canvass, solicit, retain, compensate solicit or otherwise induce or attempt to induce accept any person such competitive business from any Person who is and/or was an employee of any a customer of the FIRSTPLUS Companies at United Affiliates; or (iii) request or advise any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere Person who has a business relationship with the relationship between United Affiliates to withdraw, curtail or cancel any of the FIRSTPLUS Companies and any employee thereof.such Person's business with such entity; (c) During for a period of five years following the Employment Term andEffective Time, in the event that the Employee's employment is terminated for directly or indirectly, employ, or knowingly permit any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not company or business directly or indirectly hirecontrolled by him, engageto employ, send any work to, place orders withperson who was employed by any of the United Affiliates at or within the prior six months, or in any manner be associated with seek to induce any suppliersuch person to leave his or her employment; (d) at any time following the Effective Time, contractordirectly or indirectly, subcontractor in any way utilize, disclose, copy, reproduce or other business relation retain in his possession the Company's proprietary rights or records, including, but not limited to, any of its customer lists; and (e) except as otherwise required by law, and then only upon 10 days prior written notice to United, from and after the date of this Agreement in any way or to any Person, denigrate or derogate any of the United Affiliates, or any person who was at any time an officer or director of any of the FIRSTPLUS Companies if such action United Affiliates, or services or procedures of or rendered by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS CompaniesUnited Affiliates, regardless of whether such denigrating or materially interfere with derogatory statements are true and regardless of whether the relationship between any acts or omissions or purported acts or omissions on which such person statements are based occurred before or entity after the date hereof. The Shareholders and any of the FIRSTPLUS Companies. (d) For all purposes Principals acknowledge that the restrictions contained in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed are reasonable in scope and duration and are necessary to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of protect the United States of America in which any of Affiliates after the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such terminationEffective Time. The provisions parties acknowledge that the breach of this Section 8 shall cease will cause irreparable damage to be applicable to the United Affiliates and upon breach of any state in which the FIRSTPLUS Companies are actively investigating the possibility provision of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such terminationthis Section, the FIRSTPLUS CompaniesUnited Affiliates, or any and each of them, have commenced soliciting prospective customers shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that, this shall in such stateno way limit any other remedies which the United Affiliates may have, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection right to seek monetary damages. United may assign the foregoing restrictive covenants to any successor or assignee of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this AgreementUnited.

Restrictive Covenants. 6.1 Executive acknowledges that (ai) During he has a major responsibility for the Employment Term andadministration, development and growth of the Company's business, (ii) his work for the Company will bring him into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Section 6 are essential to protect the event business interests of the Company and that the Employee's employment is terminated for any reason (including the non-renewal of Company will not enter into this Agreement but for such agreements and covenants. Accordingly, Executive covenants and agrees as follows: 6.1.a Except as otherwise provided for in accordance with Section 2(b) above)this Agreement, during the 18-month period following such terminationTerm Executive shall not, the Employee will not directly or indirectly indirectly, within any state, province or other political subdivision of the United States or any other country in which the Company is conducting business, compete with respect to any services or products of the Company which are either offered or are being developed by the Company (the "Company's Business"), or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive director, employee, managerprincipal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), any individual, corporation, firm, association, partnership, joint venture or other business entity, which competes with the Company's Business; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one (1%) percent of the total shares any class of all classes of stock outstanding securities of any publicly held companyowned corporation. (b) In the event that the Employee's employment is terminated 6.1.b During, and for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationone year after, the Employee will not Term, Executive shall not, directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, Company to leave the employ its employ, (ii) aid or agree to aid any competitor, customer or suppliers of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state attempt to hire any person who shall have been employed by the Company within the one year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was a customer or supplier of the United States Company during any portion of America in which any said period to transact business with a competitor of the FIRSTPLUS Companies conductCompany. 6.1.c During the Term and thereafter, or are actively investigating Executive shall not disclose to anyone any information about the possibility affairs of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for his own benefit. 6.2 Executive acknowledges and properly required for agrees that in the adequate protection event of a violation or threatened violation of any of the current provisions of Section 6.1 (the "Restrictive Covenants") the Company shall have no adequate remedy at law and future businesses shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages or posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 6.3 If any of the FIRSTPLUS CompaniesRestrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. It Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is understood held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.court making

Restrictive Covenants. (a) During The Executive acknowledges that his services and responsibilities are unique in character and are of particular significance to the Employment Term andCompany, in the event that the EmployeeCompany is a competitive business and that the Executive's employment is terminated for any reason (including continued and exclusive service to the non-renewal of Company under this Agreement in accordance with Section 2(b) above)is of a high degree of importance to the Company. Therefore, during the 18-month period following such terminationEmployment Period and for the applicable periods specified below (each, the Employee will not "Noncompete Period"), the Executive shall not, directly or indirectly (indirectly, as a directorowner, partner, joint venturer, Employee, broker, agent, corporate officer, executive employeeprincipal, managerlicensor, consultantshareholder (unless as owner of no more than five percent (5%) of the issued and outstanding capital stock of such entity if such stock is traded on a major securities exchange, independent contractoror in any other capacity whatsoever, advisor or otherwise) engage in competition with, or own have any interest in, perform any services for, participate in or be connected connection with any business or organization that engages which is competitive with the Company, and which operates anywhere in competition with any the [United States] on the effective date of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions termination of this Section 8(a) shall not Agreement: Reason for Termination Noncompete Period ---------------------- ----------------- Termination without cause Severance Payout Period Termination for cause 1 year For purposes of this Agreement, a business will be deemed to prohibit be competitive with the Employee's ownership Company if it is an importer/re-seller of not more than 2% of Karaoke hardware and/or software specializing in the total shares of all classes of stock outstanding of any publicly held companyUnited States mass merchant marketplace. (b) In addition to the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement restrictions set forth in accordance with Section 2(b) above12(a), during the 18-month period following such terminationNoncompete Period, the Employee will not Executive shall not: (i) directly or indirectly hireindirectly, solicitby initiating contact or otherwise, retaininduce influence, compensate combine or otherwise induce conspire with, or attempt to induce any person who is and/or was an employee of induce, influence, combine or conspire with, any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's terminationofficers, to leave the employ Employees or agents of the FIRSTPLUS CompaniesCompany to terminate his, her or in its employment or relationship with or to compete against the Company; or (ii) directly or indirectly, by initiating contact or otherwise, divert or attempt to divert any way interfere or all of any customers' or suppliers' business with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany. (c) During the Employment Term andIf, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)judicial proceedings, during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of a court shall refuse to enforce any of the FIRSTPLUS Companies covenants included in this Section 12 due to extent, geographic scope or duration thereof, or otherwise, then such unenforceable covenant shall be amended to relate to such lesser extent, geographic scope or duration and this Section 12 shall be enforceable, as amended. In the event the Company should bring any legal action or other proceeding against Executive for enforcement of this Agreement, the calculation of the Noncompete Period shall not include the period of time commencing with the filing of legal action or other proceeding to enforce this Agreement through the date of final judgment or final resolution, including all appeals, if any, of such legal action or other proceeding unless the Company is receiving the practical benefits of this Section 12 during such time. The existence of any claim or cause of action by the Employee would have against the Company predicated on this Agreement or otherwise shall not constitute a material adverse effect on defense to the business, assets or financial condition enforcement by the Company of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companiesthese covenants. (d) For all purposes in The Executive has carefully considered the nature and extent of the restrictions upon the Executive and the rights and remedies conferred upon the Company under this Section 812, and the Executive hereby acknowledges that the restrictions on his activity as contained herein are reasonably required for the Company's protection, would not operate as a person or entity (including without limitationbar to the Executive's sole means of support, are fully required to protect the Employee) shall be deemed to be a competitor of or engaging in competition with one or more legitimate interests of the FIRSTPLUS CompaniesCompany, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with do not confer a benefit on the Company disproportionate to the detriment to the Executive and are material inducements to the Company to enter into this Agreement. The Executive hereby agrees that in any state the event of the United States a violation by him of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such terminationAgreement, the FIRSTPLUS Companies, Company will be entitled to institute and prosecute proceedings at law or any of them, have commenced soliciting prospective customers in equity to obtain damages with respect to such state, and have effectuated either of violation or to enforce the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions specific performance of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made Agreement by the Employee Executive or to enjoin the Executive from engaging in this Section 8 (and any activity in Section 6 violation hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) During The Employee acknowledges that his services and responsibilities are unique in character and are of particular significance to the Employment Term andCompany, in that the event Company is a competitive business and that the Employee's employment continued and exclusive service to the Company under this Agreement is terminated of a high degree of importance to the Company. Therefore, during the Employment Period and for the applicable periods specified below (each, the "Noncompete Period"), the Employee shall, not, directly or indirectly, as owner, partner, joint venture, Employee, broker, agent, corporate officer, principal, licensor, shareholder (unless as owner of no more than five percent (5%) of the issued and outstanding capital stock of such entity if such stock is traded on a major securities exchange, or in any reason other capacity whatsoever, engage in or have any connection with any business which is competitive with the Company, and which operates anywhere in the (including World) on the non-renewal effective date of termination of this Agreement Agreement: Reason for Termination Noncompete Period Termination without cause 1 year Termination with cause 2 years For purposes of this Agreement, a business will be deemed to be competitive with the Company if it is an importer/re-seller of Karaoke hardware and/or software specializing in accordance with the United States mass merchant marketplace. b) In addition to the restrictions set fort in Section 2(b) above12(a), during the 18-month period following such terminationNoncompete period, the Employee will not shall not: i. directly or indirectly (as a directorindirectly, officerby initiating contact or otherwise induce, executive employeeinfluence, manager, consultant, independent contractor, advisor combine or otherwise) engage in competition conspire with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within officers, Employees or agents of the meaning Company to terminate his, her or its employment or relationship with or to compete against the company; or ii. directly or indirectly, by initiating contact or otherwise, divert or attempt to divert any or all of any customers' or suppliers' business with the Company. a) If, in any judicial proceedings, a court shall refuse to enforce any of the covenants included in this Section 8(d)12 due to extent, providedgeographic scope or duration thereof, howeveror otherwise, then such unenforceable covenant shall be amended to relate to such lesser extent, geographic scope or duration and this Section 12 shall be enforceable, as amended. In the event the Company should bring any legal action or other proceeding against Employee for enforcement of this Agreement, ------------------------------------------------------------------------------ THE SINGING MACHINE COMPANY, INC. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Building A-7 Coconut Creek, FL 33073g A-7 Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ the calculation of the Noncompete Period shall not include the period of time commencing with the filing of legal action or other proceeding to enforce this Agreement through the date of final judgment or final resolution, including all appeals, of any of such legal action or other proceeding unless the Company is receiving the practical benefits of this Section 12 during such time. The existence of any claim or cause of action by the Employee against the Company predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of these covenants. b) The Employee has carefully considered the nature and extent of the restrictions upon the Employee and the rights and remedies conferred upon the Company under this Section 12, and the Employee hereby acknowledges that the restrictions on his activity as contained herein are reasonably required for the Company's protection, would not operate as a bar to the Employee's sole means of support, are fully required to protect the legitimate interests of the Company, do not confer a benefit on the Company disproportionate to the detriment of the Employee and are material inducements to the Company to enter into this Agreement. The Employee hereby agrees that in the event of a violation by him of any of the provisions of this Section 8(a) shall not Agreement, the Company will be deemed entitled to prohibit institute and prosecute proceedings at law or in equity to obtain damages with respect to such violation or to enforce the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal specific performance of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on or to enjoin the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or Employee from engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages any activity in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateviolation hereof. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. Each of the Seller and the Purchaser (aas applicable) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)agrees that, during the 18-month period following Noncompetition Period, such terminationparty shall not, the Employee will not and such party shall use commercially reasonable efforts to prevent its Affiliates from: engaging directly in Competition in any Restricted Territory; or directly or indirectly (as being or becoming a directorstockholder, officerowner, executive employeeco-owner, Affiliate, joint venturer, partner, agent, representative, designer, consultant, advisor, manager, consultantof, independent contractorfor or to, advisor or acquiring or holding (of record, beneficially or otherwise) engage in competition with, any direct or own any indirect interest in, perform any services for, participate in or be connected with any business or organization Person that engages directly or through it Affiliates in competition with Competition in any of the FIRSTPLUS Companies within the meaning of Section 8(d), Restricted Territory; provided, however, that each party may, without violating this Section 5.3, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Seller or the Purchaser, respectively, and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Seller's Affiliates (or, as applicable, Purchaser's Affiliates) collectively represent less than one percent of the total number of shares of such corporation's capital stock outstanding, and (iii) neither the Seller (or the Purchaser, as applicable) nor any Affiliate of the Seller (or Purchaser, as applicable) is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation. Notwithstanding anything to the contrary herein, the Seller and Purchaser acknowledge and agree that the Purchaser has entered into consulting agreements with Messrs. S▇▇▇▇▇▇ and S▇▇▇ (as set forth in Section 1.5(b)(vi) hereof) that include noncompetition provisions applicable to them; provided, further that the parties hereto agree that any breach of such noncompetition provisions by Messrs. S▇▇▇▇▇▇ and Shen, respectively, shall not constitute a breach by Seller of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% 5.3(a). Each of the total shares of all classes of stock outstanding Seller and Purchaser (as applicable) agrees that, during the Noncompetition Period, such party shall not, and shall use commercially reasonable efforts to prevent its Affiliates from directly or indirectly, personally or through others, encouraging, inducing, attempting to induce, soliciting or attempting to solicit (on such party's own behalf or on behalf of any publicly held company. other Person) any Specified Employee or any other employee to leave his or her employment with the Purchaser or any of the Purchaser's Affiliates. (bFor purposes of this Section 5.3, with respect to Seller, "Specified Employee" shall mean any individual who (i) In is or was employed directly in connection with the event that Dialog Server Product Business on the Employee's employment is terminated for any reason (including the non-renewal date of this Agreement in accordance with Section 2(b) above), or during the 18180-month day period following such termination, ending on the Employee will not directly date of this Agreement and (ii) remains or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was becomes an employee of the Purchaser or any of the FIRSTPLUS Companies Purchaser's subsidiaries on the date of this Agreement or at any time during the six months Noncompetition Period. For purposes of this Section 5.3, with respect to Purchaser, "Specified Employee" shall mean any individual who (i) is or was employed directly in connection with the Paper Product Business of the Seller on the date of this Agreement or during the 180-day period ending on the date of this Agreement and (ii) remains or becomes an employee of the Seller or any of the Seller's subsidiaries (or such of Seller's successors and assigns, but only to the extent directly in connection with the Paper Products Business of Seller as conducted immediately prior to the Employee's terminationdate of this Agreement or at any time during the Noncompetition Period.) The Seller agrees that it shall hold all Confidential Information in strict confidence and shall not at any time (whether during or after the Noncompetition Period): (i) reveal, report, publish, disclose or transfer any Confidential Information to leave any Person (other than the employ Purchaser); (ii) use any Confidential Information for any purpose; or (iii) use any Confidential Information for the benefit of any Person (other than the Purchaser). Each party, for itself and on behalf of its Affiliates, acknowledges that the business of the FIRSTPLUS Companies, or in any way interfere with other party is conducted throughout the relationship between any Restricted Territory; that customers of the FIRSTPLUS Companies business of the other party are located throughout the Restricted Territory; and that accordingly, any employee geographical limitation on the scope of the restrictive covenant set forth in Section 5.3(a) would be meaningless and that by reason thereof. , each party, for itself and on behalf of its Affiliates, acknowledges that the scope of the foregoing restrictive covenant is reasonable and necessary in order to protect the interests of the party sought to be protected hereby. The parties hereto acknowledge and agree that the covenants set forth in Sections 5.3(a) - (c) During are being entered into by the Employment Term and, each party in order to induce the event that the Employee's employment is terminated for any reason (including the non-renewal of other party to enter into this Agreement and to consummate the transactions contemplated hereby, and in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any consideration of the FIRSTPLUS Companies if such action by amounts to be paid to the Employee would have a material adverse effect on the business, assets or financial condition of any Seller hereunder. The parties further acknowledge and agree that no portion of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed Purchase Price to be a competitor of or engaging in competition with one or more of paid to Seller hereunder has been allocated to the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations covenant set forth in this Section 8 (including, without limitation, time limitations5.3(a) are reasonable and properly required for the adequate protection that no separate consideration or value of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made such covenant has otherwise been agreed upon by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreementparties.

Restrictive Covenants. (a) During NONCOMPETE: At all times during the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)Agreement, during without the 18-month period following such terminationCompany's prior written consent, the Employee will not Consultant shall not, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwisethrough any affiliated entity) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), minimally invasive endovascular procedures provided, however, that the provisions of this Section 8(a) 8 shall not be deemed apply to prohibit (i) any passive investment made by the Employee's ownership of not Consultant in which he becomes a stockholder or investor owning no more than 2a 5% of the total shares of all classes of stock outstanding interest (e.g., equity or equity-like securities) in such entity, (ii) his service as either a board member or advisor of any publicly held companycorporation or entity listed on Exhibit A to this Agreement upon which the Consultant was serving as a member of its board of directors or providing advisory services to at the effective time of this Agreement; (iii) any passive investment in any venture fund listed on Exhibit A to this Agreement in which the Consultant had invested prior to the effective time of this Agreement; and (iv) any passive investment in any successor or affiliated venture funds created or organized by the entities and venture funds listed on Exhibit A to this Agreement following the date of this Agreement. Further, the Company agrees to allow the Consultant during the Term of this Agreement to continue to serve on the board of directors of, and to continue his investment in, the companies listed on Exhibit A, and to perform services for, serve on the board of directors of, and invest in other companies so long as such activities are consistent with the provisions of this Section 8 and do not reasonably interfere with his obligations under this Agreement. (b) In NONSOLICITATION: At all times during the event that Term of this Agreement, the Employee's employment is terminated Consultant shall not, directly or indirectly, for himself or for any reason other person, firm, corporation, partnership, association or other entity: (including the non-renewal of this Agreement in accordance with Section 2(bi) above)employ, during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce employ, or enter into any person who is and/or was an contractual arrangement with (1) any current employee of the Company, or (2) any former employee of Company whose termination of employment with the FIRSTPLUS Companies at any time during the Company has occurred less than six (6) months prior to the Employee's termination, to leave the employ date of the FIRSTPLUS Companies, such arrangement; (ii) call on or in any way interfere with the relationship between solicit any of the FIRSTPLUS Companies actual or targeted prospective clients of the Company on behalf of any person or entity in connection with any business competitive with the business of the Company, and/or (iii) make known the names and addresses of such clients or any employee thereofinformation relating in any manner to the Company's trade or business relationships with such customers, other than in connection with the performance of Consultant's duties under this Agreement. For purposes of this Section 8(b), the term "Company" shall include any affiliated companies of the Company. (c) During CONFIDENTIALITY: "Confidential Information" means secret or confidential information, knowledge or data relating to the Employment Term andCompany and its respective businesses, but does not include information that: (a) is already lawfully in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any possession of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist Consultant through independent means at the time of termination disclosure thereof; (b) is or later becomes part of the Employee's employment with public domain through no fault of the Consultant; (c) is lawfully received by the Consultant from a third party having no obligations of confidentiality to the Company; or (d) is required to be disclosed by order of a governmental agency or by a court of competent jurisdiction. Except as specifically authorized by an authorized officer of the Company in any state of or by written Company policies, the United States of America in which any of Consultant will not, either during or after the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions term of this Section 8 shall cease to be applicable Agreement, use or disclose Confidential Information to any state in which the FIRSTPLUS Companies are actively investigating the possibility person who is not an employee of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, except as necessary to perform his or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of her duties under this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihoodAgreement. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or Upon termination of this Agreement, the Consultant will promptly deliver to the Company all Confidential Information in his possession. For purposes of this Section 8(c), the term "Company" shall include any affiliated companies of the Company.

Restrictive Covenants. Employee acknowledges and agrees that (ai) During as an employee of the Employment Term andCompany he shall possess and learn valuable trade secrets and other proprietary information relating to the Company’s business, (ii) Employee’s services to the Company are unique in nature, (iii) the event that Company’s business is national in scope, and (iv) the Employee's employment is terminated Company may be irreparably damaged if the Employee were to provide services to any person or entity in violation of the restrictions contained in this Agreement. Accordingly, as an inducement for any reason (including the non-renewal of Company to enter into this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationAgreement, the Employee will not agrees that during the period that he is employed by the Company and for a period of one (1) year thereafter or for the period during which the Company continues to pay the Base Salary pursuant to Section 3.3, whichever is longer (such period being referred to herein as the “Restricted Period”), Employee shall not, directly or indirectly (indirectly, whether as a directorprincipal, agent, officer, executive director, employee, manager, consultant, independent contractor, advisor contractor or otherwise) engage , alone, in competition withassociation with or on behalf of any other person, firm, corporation, or own any interest other business organization: (a) anywhere in the Northeast United States of America (i.e., the District of Columbia, the States of Virginia, West Virginia, Maryland, Delaware, Pennsylvania, New Jersey, New York, Connecticut, Massachusetts, New Hampshire, Rhode Island, Vermont and Maine), engage or participate in, perform any services foror assist, participate in advise or be connected with any business (including as an employee, owner, partner, shareholder, member, officer, director, advisor, consultant, agent or organization that engages in competition with any (without limitation by the specific enumeration of the FIRSTPLUS Companies within the meaning of Section 8(dforegoing) otherwise), providedor permit his name to be used by or render services for, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company.person or entity engaged in a Competing Business (as herein defined); (b) In take any action in connection with a Competing Business which might divert from the event that Company or any of its affiliates any opportunity which would be (at the Employee's employment is terminated for time of such action) within the scope of the Company’s or any reason such affiliate’s business; (including the non-renewal of this Agreement in accordance with Section 2(bc) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce solicit or attempt to induce any person or entity (including referral sources, agents and brokers) who is and/or was an employee of any or has been a customer or business relation of the FIRSTPLUS Companies Company at any time during (i) the six months prior to Employment Period or (ii) the Employee's terminationRestricted Period, to leave purchase Competing Products or services (as herein defined) from any person or entity (other than the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof.Company); (cd) During the Employment Term and, in the event that the Employee's employment solicit or attempt to induce any person or entity who is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor has been a client or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in at any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: during (i) the opening of an office in such state; Employment Period or (ii) during the hiring of one or more employees Restricted Period, to be employed in such state or cease doing business with the assignment of one or more incumbent employees to solicit business in such state.Company; (e) In connection take any actions which are calculated to persuade any person or entity who is a director, manager, officer, employee, representative or agent of the Company or any of its affiliates to terminate their association with the Company or such affiliates; or (f) solicit or hire any person or entity who is or was a director, manager, officer, employee, representative or agent of the Company or any of its affiliates to perform services for any entity other than the Company and its affiliates. As used throughout this Agreement, a “Competing Business” shall mean a business which engages, in whole or in part, in the business of, or the rendering of services which are directly competitive with products and services marketed and provided by, the Company during the Restricted Period. As used herein, the services, subject to the foregoing provisions of this Section 85.1, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreementcollectively referred to herein as “Competing Services”.

Restrictive Covenants. (a) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement and for one (1) year thereafter, Riedman agrees to keep confidential, not to use or to disclose to ot▇▇▇▇, ▇xcept as expressly consented to in accordance writing by the Company, or as required by law to be disclosed, any trade secrets or confidential technology, proprietary information, customer lists, or knowledge belonging to or relating to the affairs of the Company, which term as used in this Section shall include any and all subsidiaries of the Company, or any matter or thing ascertained by Riedman through Riedman's association with Section 2(b) above), during the 18-month period following such terminationCompany, the Employee use or d▇▇▇▇▇▇▇re of whi▇▇ ▇▇▇▇▇▇ or thing might reasonably be construed to be contrary to the best interest of the Company. Riedman further agrees that should he leave the active service of th▇ ▇▇▇▇▇ny, Riedman will not directly or indirectly (as a directorneither take nor retain, officerwithout prior written authoriz▇▇▇▇▇ ▇rom the Company, executive employeeany papers, managerdata, consultantclient lists, independent contractorbooks, advisor or otherwise) engage in competition withrecords, files, or own other documents (or copies thereof) or other confidential information of any interest inkind belonging to the Company pertaining to the business, perform any sales, financial condition, products or services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held companyCompany. (b) In While employed by the event Company and for a period of one (1) year thereafter, Riedman agrees that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)he shall not, during the 18-month period following such termination, the Employee will not directly or indirectly hireindirectly, solicitfor himsel▇ ▇▇ ▇▇r any other person, retainfirm, compensate corporation, partnership, association or otherwise induce or other entity, attempt to induce employ or enter into any person who is and/or was an contractual arrangement with any employee or former employee of the Company or any of the FIRSTPLUS Companies at any time during the its direct or indirect subsidiaries, unless such employee or former employee has not been employed by such entity for a period in excess of six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofmonths. (c) During Except with the Employment Term andprior written consent of the Company, Riedman will not during the term undertake or engage in any other em▇▇▇▇▇▇▇t, occupation or business enterprise other than one in which he is an inactive investor as described below (except that he may conclude obligations remaining subsequent to the event that sale of Riedman Corporation). Riedman will also not acquire, assume or parti▇▇▇▇▇▇ in, directly or ▇▇▇▇▇▇ctly, any position, investment or interest adverse or antagonistic to the Employee's employment is terminated for Company, its business or prospects, financial or otherwise, or take any reason (including action towards any of the non-renewal of this Agreement in accordance with Section 2(b) above)foregoing. Further, during the 18-month period following such terminationterm, except on behalf of the Employee Company or its subsidiaries, Riedman will not not, directly or indirectly hireindirectly, engagewhether as an officer, send dir▇▇▇▇▇, employee, stockholder, partner, proprietor or associate, representative or otherwise, become or be interested in any work toother person, place orders withcorporation, firm, partnership or other entity whatsoever which directly competes with the Company or any of its direct or indirect subsidiaries, in any part of the world, in any line of business engaged in by any such entities (or in which any manner such entities have made plans to be associated with any supplierengaged in); provided however, contractorthat anything above to the contrary notwithstanding, subcontractor or other business relation Riedman may own, as an inactive investor, securities of any competit▇▇ ▇▇▇▇oration, so long as his holdings in any one such corporation shall not in the aggregate constitute more than 1% of the FIRSTPLUS Companies if voting stock of such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companiescorporation. (d) For all purposes in this Section 8, a person or entity one (including without limitation, the Employee1) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months year after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement, Riedman agrees that he shall not in any way, directly or indirectly, ▇▇▇▇▇▇t or sell to any persons or entities which were customers of the Company during any portion of the 12 months preceding termination products which are similar to products which the Company has sold at any time during the term of this Agreement.

Restrictive Covenants. Employee acknowledges and agrees that (ai) During through his position as Senior Vice President of the Company, he will learn and have access to valuable trade secrets and other proprietary information relating to the Business, (ii) Employee's services to the Company are unique in nature, (iii) the Company's Business is international in scope, and (iv) the Company would be irreparably damaged if Employee were to provide services in violation of this Agreement. Accordingly, as an inducement to the Company to enter into this Agreement, Employee agrees that during the Employment Term and, except in the event that case of a termination of employment by the Employee's employment is terminated Company without cause pursuant to Section 11(b) hereof, for an additional eighteen (18) months thereafter (such period being referred to herein as the "Restricted Period"), neither Employee nor any Affiliate of Employee (as defined below) shall, directly or indirectly, either for himself or for any reason other person, firm, corporation, trust or other entity: (a) engage or participate in, or assist, advise or be connected with (including as an employee, owner, partner, shareholder, officer, director, advisor, consultant, agent or otherwise), or permit his name to be used by or render services for, any person or entity engaged in a Competing Business (as hereinafter defined), anywhere in the non-renewal United States of America or Canada or any other location in which the Company is then doing business; provided, however, that nothing in this Agreement shall prevent Employee from acquiring or owning, as a passive investment, up to two percent (2%) of the outstanding voting securities of an entity engaged in accordance a Competing Business which are publicly traded on any recognized national securities market; (b) take any action in connection with Section 2(ba Competing Business which might divert from the Company or an Affiliate of the Company any opportunity which would be within the scope of the Company's or such Affiliate's then business; (c) abovesolicit or attempt to solicit any person or entity who is or has been (i) a customer of the Company at any time (A) up to the date hereof or (B) during the Restricted Period to purchase Competing Products or Services (as herein defined) from any person or entity (other than the Company), or (ii) a customer, supplier, licensor, licensee or other business relation of the Company at any time (A) up to the date hereof or (B) during the 18-month period following such terminationRestricted Period to cease doing business with the Company, the Employee will not directly or (d) solicit or indirectly (as hire any person or entity who is a director, officer, executive employee, manager, consultant, independent contractor, advisor employee or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any agent of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% Company or any Affiliate of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated Company to perform services for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or entity other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with than the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateits Affiliates. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 1. Executive acknowledges that (ai) During he has a major responsibility for portfolio management and strategies, empirical modeling, control of accounting systems and procedures, and preparation of financial statements for the Employment Term andCompany's business, (ii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Section E.1 are essential to protect the event business interest of the Company and that the Employee's employment is terminated Company will not enter into this Agreement but for any reason (including such agreements and covenants. Accordingly, the non-renewal Executive covenants and agrees as follows: a. Except as otherwise provided for in this Agreement, during the Term of this Agreement in accordance with and, if this Agreement is terminated under Section 2(bF.3 or F.5 during the Term, for two (2) aboveyears following such date of termination (the "Termination Period"), during the 18-month period following such terminationExecutive shall not, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of the date of termination; or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withany individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning Company as of Section 8(d), the date of termination; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than two percent (2% %) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America. b. During the term of this Agreement and, if applicable, during the Termination Period, the Executive shall not, directly or indirectly, (bi) induce or attempt to influence any executive of the Company to leave its employ, or (ii) induce or attempt to influence any person or business entity who was a customer or supplier of the Company during any portion of said period to transact business with a competitor of the Company in Company's business. c. During the Term of this Agreement, the Termination Period, if applicable, and thereafter, the Executive shall not disclose to anyone any information about the affairs of the Company, including, without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall the Executive make use of any such information for his own benefit. 2. If the Executive breaches, or threatens to commit a breach of Section E.1 (the Restrictive Covenants), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. a. The Executive shall account for and pay over to the Company all compensation, profits, and other benefits, after taxes, which inure to Executive's benefit which are derived or received by the Executive or any person or business entity controlled by the Executive resulting from any action or transactions constituting a breach of any of the Restrictive Covenants, b. Notwithstanding the provisions of subsection a. above, the Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Section E.1, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 3. If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such termination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 4. The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companies at any time during breadth of such scope or otherwise, it is the six months prior to the Employee's termination, to leave the employ intention of the FIRSTPLUS Companies, parties hereto that such determination not bar or in any way interfere with affect the relationship between any of Company's right to the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, relief provided above in the event that courts of any other jurisdictions within the Employee's employment is terminated for any reason (including the non-renewal geographical scope of this Agreement such Restrictive Covenants, as to breaches of such covenants in accordance with Section 2(b) above), during the 18-month period following such terminationother respective jurisdictions, the Employee will not directly or indirectly hireabove covenants as they relate to each jurisdiction being, engagefor this purpose, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity severable into diverse and any of the FIRSTPLUS Companiesindependent covenants. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. The Company and the Members each agree that after the Closing Relationserve shall be entitled to the goodwill and going concern value of the Business and to protect and preserve the same to the maximum extent permitted by law. The Company and the Members each also acknowledge that its management contributions to the Business have been uniquely valuable and involve proprietary information that would be competitively unfair to use or to make available to any competitor of the Business. For these and other reasons and, as an inducement to Relationserve to enter into this Agreement, and in order to assure that Relationserve will realize the benefits of the transactions contemplated hereby, the Company and each of the Members agree that they will not: (a) During for a period of five (5) years following the Employment Term and, in Closing Date (the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above"Noncompete Period"), during the 18-month period following such termination, the Employee will not directly or indirectly (indirectly, alone or as a directorpartner, joint venturer, officer, executive employeedirector, member, manager, employee, consultant, agent, independent contractor, advisor lender or otherwise) security holder, of any company or business, through an Affiliate, for its own benefit or as an agent for another, engage in competition withany activities, carry on or participate in the ownership, management or control of, or own any interest in, perform any services for, participate allow its name or reputation to be used in or be connected by, any other present or future business enterprise that competes with any business Relationserve in the activities of or organization that engages in competition with any of is substantially similar to the FIRSTPLUS Companies within the meaning of Section 8(d), Business; provided, however, that the provisions beneficial ownership of less than one percent (1%) of outstanding shares or interests of any entity actively traded on a national securities exchange or recognized over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company.7.6; (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationNoncompete Period, the Employee will not directly or indirectly hireindirectly, soliciteither for itself or any other Person, retain, compensate or otherwise (i) induce or attempt to induce any person who is and/or was an employee of Relationserve or any of its Affiliates (collectively, the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, "Relationserve Companies") to leave the employ of the FIRSTPLUS Relationserve Companies, or (ii) in any way interfere with the relationship between any of the FIRSTPLUS Relationserve Companies and any employee of the Relationserve Companies, (iii) employ or otherwise engage, or offer to employ or otherwise engage, any Person who is then (or was at any time within six months before the time of such employment, engagement or offer thereof.) an employee, sales representative or agent of the Company (or of the Relationserve Companies as successor to the Business), or (iv) induce or attempt to induce any customer, supplier, licensee, or business relation of the Relationserve Companies to cease its relationship with the Relationserve Companies; (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationNoncompete Period, the Employee will not directly or indirectly hireindirectly, engageemploy or enter into any arrangement to pay salary, send bonus or other compensation to any work to, place orders withperson who was employed by the Relationserve Companies during the previous six (6) months, or in any manner be associated with seek to induce any supplier, contractor, subcontractor or other business relation of any employee of the FIRSTPLUS Relationserve Companies if such action by the Employee would have a material adverse effect on the business, assets to leave his or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies.her employment; and (d) For all purposes at any time following the Closing Date, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain in their possession any of the Relationserve Companies' proprietary or confidential rights, records or information acquired hereunder, including, but not limited to, any customer lists. The Company and the Members agree and acknowledge that the restrictions contained in this Section 87.6 are reasonable in scope and duration, and are necessary to protect the Relationserve Companies. The Company and the Members agree and acknowledge that any breach of this Section 7.6 will cause irreparable injury to the Relationserve Companies and upon any breach or threatened breach of any provision of this Section 7.6, the Relationserve Companies shall be entitled to injunctive relief, specific performance or other equitable relief, without the necessity of posting bond; provided, however, that this shall in no way limit any other remedies which the Relationserve Companies may have as a person or entity (result of such breach, including the right to seek monetary damages. The parties hereto agree that Relationserve may assign, without limitation, the Employee) shall be deemed foregoing restrictive covenants to be a competitor of or engaging in competition with one or more of any successor to the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such terminationBusiness. The provisions of this Section 8 7.6 shall cease to be applicable to construed as an agreement on the part of the Company and the Members independent of any state in which other part of this Agreement or any other agreement, and the FIRSTPLUS Companies are actively investigating existence of any claim or cause of action of the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, Company or any of themthe Members against Relationserve or the Relationserve Companies, have commenced soliciting prospective customers in such statewhether predicated on this Agreement or otherwise, and have effectuated either shall not constitute a defense to the enforcement by Relationserve of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 87.6. In addition, all Persons with an interest in a Member and those Persons listed on Schedule 7.6 shall execute a non-compete agreement containing the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in of this Section 8 7.6 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement."Noncompete Agreements")

Restrictive Covenants. (a) During As an inducement to Olin to provide the Employment Term andpayments and benefits to Executive hereunder, Executive acknowledges and agrees that, except as otherwise provided in Section 7(g), in the event of Executive’s termination of employment for any reason, Executive agrees to comply with the restrictions set forth in Section 7(b) for a one-year period from the date of Termination (or, if earlier, until Executive would have attained the Mandatory Retirement Age) (the “Non-Compete Term”), provided that the Employee's if Executive’s employment is not terminated by reason of a Termination (and Executive therefore is not entitled to receive the payments and benefits set forth in Sections 4 and 5 hereof), then Executive need not comply with the restrictions set forth in Section 7(b). (b) Executive acknowledges and agrees that, except as otherwise provided in Section 7(g), so long as ▇▇▇▇ complies with its obligations to provide the payments required under Sections 4 and 5, Executive shall not during the Non-Compete Term, directly or indirectly: (i) render services for any reason corporation, partnership, sole proprietorship or any other person or entity or engage in any business which, in the judgment of Olin, is or becomes competitive with Olin or any affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of Olin or any affiliate (including such judgment to be based on Executive’s positions and responsibilities while employed by Olin or an affiliate, Executive’s post-employment responsibilities and position with such corporation, partnership, sole proprietorship, person, entity or business, the nonextent of past, current and potential competition or conflict between Olin or an affiliate and such other corporation, partnership, sole proprietorship, person, entity or business, the effect on customers, suppliers and competitors of Executive’s assuming such post-renewal employment position, the guidelines established in the then-current edition of this Agreement in accordance with Section 2(b) aboveOlin’s Standards of Ethical Business Practices, and such other considerations as are deemed relevant given the applicable facts and circumstances), during the 18-month period following such termination, the Employee will not directly or indirectly (provided that Executive shall be free to purchase as a director, officer, executive employee, manager, consultant, independent contractor, advisor an investment or otherwise, stock or other securities of such corporation, partnership, sole proprietorship, person, entity or business so long as they are listed upon a recognized securities exchange or traded over the counter and such investment does not represent a substantial investment to Executive or a greater than 1% equity interest in such corporation, partnership, sole proprietorship, person, entity or business or (ii) engage for Executive or for any other person, corporation, partnership, sole proprietorship, entity or business: (A) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of Olin, unless such employee or former employee has not been employed by Olin for a period in competition withexcess of six months; (B) call on or solicit any of the actual or targeted prospective clients of Olin on behalf of any corporation, partnership, sole proprietorship, person, entity or own any interest in, perform any services for, participate business in or be connected connection with any business competitive with the business of Olin; or organization that engages (C) make known the names and addresses of such clients or any information relating in competition any manner to Olin’s trade or business relationships with such customers. (c) Executive acknowledges and agrees (whether or not Executive is subject to the restrictions set forth in Section 7(b)) not to disclose, either while in Olin’s employ or at any time thereafter, to any person not employed by Olin, or not engaged to render services to Olin, any confidential information obtained by Executive while in the employ of Olin, including, without limitation, trade secrets, know-how, improvements, discoveries, designs, customer and supplier lists, business plans and strategies, forecasts, budgets, cost information, formulae, processes, manufacturing equipment, compositions, computer programs, data bases and tapes and films relating to the FIRSTPLUS Companies within the meaning business of Section 8(dOlin and its subsidiaries and affiliates (including majority-owned companies of such subsidiaries and affiliates), ; provided, however, that this provision shall not preclude Executive from disclosing information (i) known generally to the public (other than pursuant to Executive’s act or omission) or (ii) to the extent required by law or court order. Executive also agrees that upon leaving Olin’s employ Executive will not take with Executive, without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, specification or other document of Olin, its subsidiaries or affiliates, which is of a confidential nature relating to Olin, its subsidiaries or affiliates, including, without limitation, relating to its or their methods of distribution, or any description of any formulae or secret processes. Notwithstanding the foregoing, nothing in this Agreement shall prevent Executive from exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended). Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state or local governmental official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (y) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal. (d) Executive acknowledges and agrees that (i) the restrictive covenants contained in this Section 7 are reasonably necessary to protect the legitimate business interests of Olin, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind, (ii) Executive’s full, uninhibited and faithful observance of each of the covenants contained in this Section 7 will not cause Executive any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair Executive’s ability to obtain employment commensurate with Executive’s abilities and on terms fully acceptable to Executive or otherwise to obtain income required for the comfortable support of Executive and Executive’s family and the satisfaction of the needs of Executive’s creditors and (iii) the restrictions contained in this Section 7 are intended to be, and shall be, for the benefit of and shall be enforceable by, Olin’s successors and permitted assigns. (e) Executive acknowledges and agrees that any violation of the provisions of this Section 8(a) 7 would cause Olin irreparable damage and that if Executive breaches or threatens to breach such provisions, Olin shall not be deemed entitled, in addition to prohibit the Employee's ownership any other rights and remedies Olin may have at law or in equity, to obtain specific performance of not more than 2% such covenants through injunction or other equitable relief from a court of the total shares competent jurisdiction, without proof of all classes of stock outstanding of any publicly held companyactual damages and without being required to post bond. (bf) In the event that the Employee's employment is terminated for any reason (including the non-renewal arbitrator or court of competent jurisdiction shall finally hold that any provision of this Agreement (whether in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, whole or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (cpart) During the Employment Term andis void or constitutes an unreasonable restriction against Executive, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will provision shall not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) rendered void but shall be deemed to be a competitor of or engaging in competition with one or more of modified to the FIRSTPLUS Companies, if minimum extent necessary to make such person or entity engages in any business competing with, or substantially similar to, provision enforceable for the businesses of one or more of longest duration and the FIRSTPLUS Companies, greatest scope as such businesses exist at arbitrator or court may determine constitutes a reasonable restriction under the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such statecircumstances. (eg) In connection with Notwithstanding anything to the foregoing contrary in this Agreement, the provisions of this Section 8, the Employee represents that his experience, capabilities Sections 7(a) and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof7(b) shall survive not apply to Executive, if Executive becomes entitled to receive severance payments and benefits pursuant to the expiration or termination of this CIC Agreement.

Restrictive Covenants. (a) During Executive acknowledges and agrees that the Employment Term and, restrictive covenants and other post-termination obligations set forth in the event RCA, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of Confidential Information (as defined in the RCA), non-solicitation, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, except that the Employee's employment is terminated parties expressly agree to modify the RCA by removing Section 6, and each subpart thereto, of the RCA, which shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and warrants that Executive has complied with all provisions of the RCA at all times through the Effective Date. 2 To be determined by the Company at the time of separation. (b) In consideration for any reason (including the non-renewal severance payments and benefits set forth in Section 1 of this Agreement in accordance with Section 2(bAgreement, Executive agrees for a period of 12 months after the Effective Date (the “Noncompetition Restricted Period”) above), during the 18-month period following such termination, the Employee will to not directly or indirectly indirectly, on Executive’s own behalf or for the benefit of any other individual or entity: (i) operate, conduct, engage in, or own (except as a directorholder of not more than three percent (3%) of the stock of a publicly held company), officeror prepare to operate, executive conduct, engage in, or own any business that develops, markets, distributes, plans, sells or otherwise provides, or is preparing to develop, market, distribute, plan, sell or otherwise provide, any product or service that is in competition with any of the products or services being developed, marketed, distributed, planned, sold or otherwise provided by the Company or its affiliates at the time of, or during the 12 months preceding, Executive’s termination from the Company (a “Competing Business”) or (ii) participate in, render services to, or assist any individual or entity that engages in a Competing Business in any capacity (whether as an employee, manager, consultant, independent director, officer, contractor, advisor or otherwise) engage in competition with, (A) which involve the same or own any interest in, perform any similar types of services for, participate in or be connected with any business or organization that engages in competition with any of Executive performed for the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies Company at any time during the six months prior last two years of Executive’s employment with the Company or (B) in which Executive could reasonably be expected to use or disclose Confidential Information, in each case (i) and (ii) limited to each city, county, state, territory and country in which (x) Executive provided services or had a material presence or influence at any time during Executive’s last two years of employment with the Company or (y) the Company is engaged in or has plans to engage in the Competing Business as of the Effective Date. Without limiting the Company’s ability to seek other remedies available in law or equity, if Executive violates this Section 4(b), the Noncompetition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the Employee's termination, to leave the employ length of the FIRSTPLUS CompaniesNoncompetition Restricted Period, or in any way interfere with so as to give the relationship between any Company the full benefit of the FIRSTPLUS Companies and any employee thereofbargained-for length of forbearance. (c) During Executive’s continued compliance with the Employment Term andterms of the RCA (as modified in Section 4(a) above) and the noncompetition obligations set forth in Section 4(b) above (collectively, the “Restrictive Covenants”) is a material condition to receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the event that RCA and this Agreement and any other remedies available to the Employee's employment is terminated for any reason Company (including the non-renewal of this Agreement in accordance with Section 2(b) aboveequitable and injunctive remedies), during Executive shall forfeit any additional consideration owing and shall be obligated to promptly return to the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other Company (within two (2) business relation days of any breach) the full gross amount of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity all severance payments and any of the FIRSTPLUS Companiesbenefits provided. (d) For all purposes in this Section 8, a person or entity (including without limitation, If any provision of the Employee) Restrictive Covenants shall be deemed determined to be unenforceable by any court of competent jurisdiction or arbitrator by reason of its extending for too great a competitor period of time or engaging in competition with one over too large a geographic area or more over too great a range of activities, it shall be interpreted to extend only over the FIRSTPLUS Companiesmaximum period of time, if such person geographic area or entity engages in any business competing with, or substantially similar to, the businesses range of one or more of the FIRSTPLUS Companies, activities as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in to which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to it may be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateenforceable. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) During Each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and REIT Manager (collectively, solely for the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal purpose of this Agreement in accordance with Section 2(b4.03, the "Restricted Parties") abovecovenants that, commencing on the Closing Date and ending on the three year anniversary of the Closing Date (the "Non-Competition Period"), during the 18-month period following such terminationhe or it shall not, the Employee will and shall not cause his or its respective Affiliates to, engage directly or indirectly (as a directorin, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition withany capacity, or own have any direct or indirect ownership interest in, perform or permit such Restricted Party's or any services forsuch Affiliate's name to be used in connection with, participate in or be connected with any business in the United States which is primarily engaged in the business of acquiring, investing in, owning, operating, or organization that engages in competition with any of leasing parking lots, parking garages or other parking facilities (the FIRSTPLUS Companies within the meaning of Section 8(d"Restricted Business"), ; provided, however, that nothing in this Agreement shall prevent or restrict the provisions Restricted Parties, or any of this Section 8(atheir respective Affiliates from any of the following: (i) shall not be deemed to prohibit the Employee's ownership of owning equity interests, indebtedness or other securities representing not more than 2% five percent (5%) of the total shares equity capital of all classes a company that is engaged in the Restricted Business, so long as the Restricted Party is not otherwise associated with the management of stock outstanding such company, including by serving on the board of directors or holding any other similar governing position; (ii) engaging in the business and activities as currently conducted by REIT Manager including the management of REIT Manager; (iii) engaging in any activities pursuant to or consistent with the Employment Agreement for Shustek; or (iv) owning, operating or leasing parking lots, parking garages or other parking facilities, directly or indirectly, as a result of loss mitigation, foreclosure or similar activities in connection with or incidental to investments in mortgage loans, mortgage servicing rights, mortgage-backed securities or other mortgage-related assets. It is recognized that the Restricted Business is expected to be conducted in the United States and that more narrow geographical limitations of any publicly held companynature on this non-competition covenant (and the non-solicitation covenants set forth in Section 4.03(b)) are therefore not appropriate. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)Each Restricted Party covenants that, during the 18Non-month period following Competition Period, such terminationRestricted Party shall not, the Employee will and it shall cause its Affiliates not to, directly or indirectly hireindirectly, solicitsolicit or entice, retain, compensate or otherwise induce or attempt to induce solicit or entice, any person who is and/or was an employee clients or customers of the REIT or any of its Subsidiaries for purposes of diverting their business or services from the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, REIT or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofits Subsidiaries. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)Each Restricted Party covenants that, during the 18Non-Competition Period, such Restricted Party shall not, and it shall cause its Affiliates not to, solicit the employment or engagement of services of any person who is, or was during the three-month period following immediately prior to such terminationsolicitation, employed as an employee, contractor or consultant by the Employee will not directly REIT or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of its Subsidiaries (including REIT Manager) during such period on a full- or part-time basis. The foregoing shall not prohibit any general solicitation of employees, contractors or consultants or public advertising of employment opportunities (including through the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition use of any of the FIRSTPLUS Companies, or materially interfere with the relationship between employment agencies) not specifically directed at any such person employees, contractors or entity and any of the FIRSTPLUS Companiesconsultants. (d) For all purposes Each Restricted Party acknowledges that the restrictions contained in this Section 8, a person or entity (including without limitation, 4.03 are reasonable and necessary to protect the Employee) shall be deemed to be a competitor of or engaging in competition with one or more legitimate interests of the FIRSTPLUS Companies, if such person or entity engages in REIT and constitute a material inducement to the REIT to enter into this Agreement and consummate the Transactions. Each Restricted Party acknowledges that any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions violation of this Section 8 4.03 may result in irreparable injury to the REIT and agrees that the REIT shall cease be entitled to seek preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 4.03, which rights shall be applicable cumulative and in addition to any state in other rights or remedies to which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to REIT may be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateentitled. (e) In By executing this Agreement, Shustek hereby represents, warrants and covenants, to the Company, that: (i) This Agreement has been duly executed and delivered by Shustek and constitutes the legal, valid and binding agreement of Shustek enforceable against him in accordance with the terms of this Section 4.03, subject to the Enforceability Exceptions. Shustek has full power and authority to execute this Agreement. (ii) Shustek acknowledges that, as a beneficial owner of a portion of the Equity Interests in REIT Manager, Shustek will be entitled to receive consideration and other benefits in connection with the foregoing Transactions, and that his agreement to be bound by the provisions of Section 4.03 is a material inducement for the Company to enter into and to carry out the terms of this Section 8, Agreement and consummate the Employee represents Transactions. (f) In the event that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth any covenant contained in this Section 8 (including4.03 should ever be adjudicated to exceed the time, without limitationgeographic, time limitations) are reasonable product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and properly required for such covenant shall be deemed reformed in such jurisdiction to the adequate protection of the current and future businesses of the FIRSTPLUS Companiesmaximum time, geographic, product or service, or other limitations permitted by applicable Law. It is understood that the The covenants made by the Employee contained in this Section 8 (4.03 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in Section 6 hereof) any jurisdiction shall survive the expiration not invalidate or termination of this Agreementrender unenforceable such covenant or provision in any other jurisdiction.

Restrictive Covenants. Employee acknowledges and agrees that (a) During through his continuing services to the Employment Term andCompany, in he will learn valuable trade secrets and other proprietary information relating to the event that the Company's business; (b) Employee's employment services to the Company are unique in nature; (c) the Company's business is terminated for international in scope; and (d) the Company would be irreparably damaged if Employee was to provide services to any reason (including person or entity in violation of the non-renewal restrictions contained in this Agreement. Accordingly, as an inducement to the Company to enter into this Agreement, Employee agrees that while he is either employed by the Company or receiving any payments from the Company pursuant to the terms of this Agreement in accordance with Section 2(b) above(such period being referred to herein as the "Restricted Period"), Employee shall not, directly or indirectly, either for himself or for any other person or entity, without the prior written consent of the Company: (a) anywhere in the world, engage or participate in, or assist, advise or be connected with (including as an employee, owner, partner, shareholder, member, manager, officer, director, advisor, consultant, agent or (without limitation by the specific enumeration of the foregoing) otherwise), or permit his name to be used by or render services for, any person or entity engaged in, or making plans to engage in, a business which competes in any manner with the business conducted or proposed to be conducted by the Company and any of its Affiliates (a "Competing Business"); (b) take any action which might divert from the Company or any of its Affiliates (as defined herein) any opportunity (each, an "Opportunity") which would be within the scope of the Company's or such Affiliate's then business and shall offer each Opportunity to the Company, which the Company may, in its sole discretion, decide to pursue or not; (c) solicit, attempt to solicit, aid in the solicitation of or accept any orders from any person or entity who is or has been a customer of the Company or its Affiliates, at any time during the 18-month period following such terminationbeginning one year prior to the date hereof through the Restrictive Period, to purchase products or services from any person or entity which products or services could have been supplied or performed, as the Employee will not directly case may be, by the Company or indirectly its Affiliates (as other than from the Company or its Affiliates); (d) solicit, attempt to solicit or aid in the solicitation of any person or entity who is or has been a customer, supplier, licensor, licensee or person or entity having any other business relationship with the Company or any of its Affiliates, at any time during the period beginning one year prior to the date hereof through the Restrictive Period, to cease doing business with or alter its business relationship with the Company or its Affiliates; or (e) solicit or hire any person or entity who is a director, officer, executive employee, manager, consultant, independent contractor, advisor contractor or otherwise) engage in competition with, agent of the Company or own any interest in, of its Affiliates to perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated Company or its Affiliates for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of other than the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person Company or entity (including without limitation, the Employee) shall be deemed its Affiliates or to be a competitor of terminate his or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's her employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateits Affiliates. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 5.17.1 Seller hereby agrees that, from and after the Closing Date for a period of three (a3) During years (the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above“Restricted Period”), during the 18-month period following such terminationSeller shall not, the Employee will and shall cause its affiliates not to, directly or indirectly (indirectly, as a directorpartner, officerjoint venturer, executive employer, employee, consultant, equity holder, principal, manager, consultantagent, independent contractor, advisor or otherwise) engage in competition with, own, manage, operate, finance, join, control, participate in, or own lend money or its reputation to any interest inbusiness, perform whether in corporate, limited liability company, or partnership form or otherwise, which in any services for, participate way engages in or be connected with any business or organization that engages competes with the Business in competition with any the United States of America, relating to the FIRSTPLUS Companies within Business in the meaning of Section 8(d), past five (5) years; provided, however, that (1) Seller and its affiliates may continue to operate their respective businesses of selling equipment and services (A) without providing traditional lease or other financing, and (B) with providing deferred payment arrangements (using interest-free and commission-free arrangements, but excluding, in each case, the provisions Business) in the ordinary course consistent with past practice; and (2) the Restricted Period shall be extended by and for the duration of any period of time during which Seller is judicially determined to be in violation of any provision of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company5.17. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)5.17.2 Seller hereby agrees that, during the 18-month period following such terminationRestricted Period, the Employee will it shall not, and shall cause its affiliates not to, directly or indirectly hireindirectly, solicitas a partner, retainjoint venturer, compensate employer, employee, consultant, equity holder, principal, manager, agent, or otherwise otherwise, (a) induce or attempt to induce induce, hire or attempt to hire, or cause any person who is and/or was an employee member of the senior management or any member of the sales team of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, Group Company (a “Restricted Person”) to leave the employ of the FIRSTPLUS Companies, or in any way interfere engagement with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly Group Company or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation its affiliate of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the businessforegoing, assets or financial condition (b) induce, or attempt to induce, any customer, salesperson, supplier, vendor, representative, agent, licensee, or other Person transacting business with any Group Company or any of its affiliates of any of the FIRSTPLUS Companiesforegoing to materially reduce or cease doing business with such Person; provided, however, that such Restricted Period shall be extended by and for the duration of any period of time during which Seller is judicially determined to be in violation of any provision of this Section 5.17.2. The foregoing restrictions shall include any Person who was a Restricted Person, customer, salesperson, supplier, vendor, representative, agent, licensee, or materially interfere other Person transacting business with any Group Company or its affiliates within six (6) months prior to the relationship between any Closing Date or during such person Restricted Period. Notwithstanding the foregoing, this Section 5.17.2 shall not restrict Seller or entity and any of the FIRSTPLUS Companies. its affiliates from (dx) For all purposes in this Section 8, a person conducting general solicitations for employees or entity public advertisements of employment opportunities (including without limitationany recruitment efforts conducted by any recruitment agency), the Employee) shall be deemed to be provided, that such general solicitations, public advertisements and recruitment efforts are not intentionally directed or otherwise targeted at such Restricted Person and no such Restricted Person that is a competitor of Key Executive is subsequently hired or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing withretained, or substantially similar to(y) soliciting for employment or retention or hiring, the businesses employing or retaining any individual who is no longer employed by any Group Company or its affiliates as of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be solicitation, retention or hiring; provided, that such individual was terminated by such applicable to any state in which Person at least three (3) months prior to, or resigned from his or her position with such entity at least three (3) months prior to, such solicitation, retention or hiring. 5.17.3 Except as required by law, during the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such terminationRestricted Period, the FIRSTPLUS CompaniesParties hereby agree that neither Party shall, and shall not cause its affiliates to, directly or indirectly (on its own behalf or in the service or on behalf of others or jointly with any other Person), disparage, nor shall either Party cause any of its affiliates to disparage the other Party or any of themtheir respective current or former directors, have commenced soliciting prospective customers managers, officers, management-level employees, or affiliates (each, a “Covered Person”), with respect to such Covered Person’s business reputation as it relates to the business activities conducted by such Party or any of its affiliates whether in such statepublic or private, including in any and all interviews, oral statements, written materials, electronically-displayed materials, and have effectuated either of the following: (i) the opening of an office in such state; material or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the information displayed on Internet-related sites. The foregoing provisions of this Section 85.17.3 shall not restrict or impede any Person or any of such Person’s affiliates from exercising protected legal rights to the extent that such rights cannot be waived by agreement or from providing truthful statements in response to any Governmental Entity, rulemaking authority, subpoena power, legal process, required governmental testimony or filings, or judicial, administrative or arbitral proceedings (including depositions in connection with such proceedings). 5.17.4 The Parties specifically acknowledge and agree that the remedy at law for any breach of the foregoing shall be inadequate and that Buyer, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. Seller hereby further acknowledges and agrees that, in view of the nature of the Company’s and the Group Companies’ respective businesses and the business objectives of Buyer in entering into the Transactions and the consideration delivered to Seller therefor, the Employee represents that his experiencescope of business, capabilities territorial, and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the time limitations set forth contained in this Section 8 (including, without limitation, time limitations) 5.17 are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS CompaniesBuyer. It is understood The parties intend that the covenants made by the Employee in of this Section 8 5.17 be (i) enforceable to the maximum extent permitted by law, and (ii) severable, and, if any reviewing court determines that any such covenant is unenforceable, invalid, or of excessive duration or scope, such determination shall not affect the enforceability of any other covenants herein; further, in Section 6 hereofthe event of any such determination, the parties authorize such court to (x) shall survive reform the expiration unenforceable, invalid, or termination excessive provisions, and (y) impose such restrictions as reformed, as it deems reasonable. Buyer may, upon written notice to and without the consent of Seller, reduce the scope of the covenants of this AgreementSection 5.17 that apply to Seller, if Buyer deems such reduction in scope is necessary to enforce such covenants.

Restrictive Covenants. (a) During 12.1.1 In order to assure that LKQ will realize the Employment Term and, value and goodwill inherent in the event Company, each of the Shareholders (other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) and ▇. ▇▇▇▇▇▇▇ (severally but not jointly) agrees with LKQ that the Employee's employment is terminated he shall not, and none of his affiliates that are controlled by him shall, directly or indirectly, either for himself or for any reason other person for a period of five (including 5) years following the non-renewal of this Agreement Closing Date: (i) engage in, represent, furnish consulting services to, be employed by or have any interest in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly (as a owner, principal, director, officer, executive employeepartner, managerlandlord, lender, agent, consultant, independent contractor, advisor shareholder or otherwisemember) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition would be competitive with the Business anywhere within a one-hundred (100) mile radius of the location of any of the FIRSTPLUS Companies operating facilities of the Company existing as of the date hereof; provided, however, that such Shareholders, ▇. ▇▇▇▇▇▇▇ and their affiliates may acquire and hold an aggregate of up to two percent (2%) of the outstanding shares of any corporation engaged in any such business if such shares are publicly traded in an established securities market; (ii) induce any customer of the Company to patronize any such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company; or (iii) solicit for employment or assist any other person in soliciting for employment, any person employed by the Company, provided that advertisements for employment in a publication circulated to the general public in itself shall not be deemed to constitute solicitation by such Shareholders, ▇. ▇▇▇▇▇▇▇ and their affiliates for purposes of this clause (iii); and provided, further, that the foregoing restrictions contained in clauses (i) and (ii) shall not apply to the extent set forth in Schedule 12.1.1. 12.1.2 In order to assure that LKQ will realize the value and goodwill inherent in the Company, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ agrees with LKQ that he shall not, and none of his affiliates that are controlled by him shall, directly or indirectly, for a period of two (2) years following the Closing Date, engage in any business that is competitive with the Business anywhere within a ten (10) mile radius of the meaning any of Section 8(d), the operating facilities of the Company existing as of the date hereof; provided, however, that the provisions foregoing restriction shall not apply to the extent set forth in Schedule 12.1.2. 12.1.3 If any provision of this Section 8(a) 12.1, as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same shall not in no way affect any other provision or any other part of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be deemed to prohibit the Employee's ownership of not more than 2% unenforceable because of the total shares duration of all classes such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of stock outstanding such provision, and/or to delete specific words or phrases, and in its reduced form such provision shall then be enforceable. Upon breach of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions provision of this Section 8 12.1, LKQ shall cease be entitled to seek injunctive relief, since the remedy at law would be applicable inadequate and insufficient. In addition, LKQ shall be entitled to any state in which such Damages against the FIRSTPLUS Companies are actively investigating the possibility breaching party as it can show it has sustained by reason of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such statebreach. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) a. During the Employment Term andperiod beginning on the Effective Date and ending on April 30, in 2018 (the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above“Restricted Period”), during each member of the 18-month period following such terminationOP Group agrees that it will not, the Employee and will cause its Affiliates and Representatives acting on its behalf not to, directly or indirectly indirectly, without the prior written consent of the Company’s Board of Directors or an authorized committee thereof(the “Board”): (as a director1) acquire, officeroffer to acquire, executive employeeor agree to acquire, managerdirectly or indirectly, consultant, independent contractor, advisor by purchase or otherwise, (A) engage in competition with, any voting securities or own direct or indirect rights to acquire any interest in, perform voting securities or (B) any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the followingdebt securities: (i) of the opening of an office in such state; Company or any subsidiary thereof, or (ii) of any person in control of the hiring Company, or (iii) of one any successor to any thereof; provided that this Section 6(a)(1) shall not apply to issuances of securities to all holders of a class of securities of the Company held by such member of the OP Group, whether as a dividend, in exchange for outstanding securities or more otherwise; and provided further that if the Company sells equity securities, excluding issuances of equity securities to directors, officers or employees of the Company under the Company’s existing benefit plans, whether in a registered public offering or otherwise, the restrictions included in this section 6(a)(1) shall terminate according to their terms and shall be employed in such state without further force or the assignment of one or more incumbent employees to solicit business in such state.effect; (e2) In connection except with respect to a transaction permitted under paragraph (1) above, propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to the foregoing provisions acquisition of a material amount of assets or securities of the Company or any of its subsidiaries, (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries, or (z) any form of tender or exchange offer for the common stock of the Company, whether or not such transaction involves a change of control of the Company; (3) engage in, or advise, encourage, or influence any person with respect to, any “solicitation” of “proxies” or “consents” or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents, in each case, with respect to the election or removal of directors the Company or otherwise in a manner adverse to any recommendation or proposal of the Board; provided, that the issuing of any statement, orally or in writing, that only sets forth the position of any such member of the OP Group and the reasons therefor shall not be considered a violation of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement6(a)(3).

Restrictive Covenants. (a) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement and for one (1) year thereafter, White agrees to keep confidential, not to use or to disclose to others, except as expressly consented to in accordance writing by the Company, or as required by law to be disclosed, any trade secrets or confidential technology, proprietary information, customer lists, or knowledge belonging to or relating to the affairs of the Company, which term as used in this Section shall include any and all subsidiaries of the Company, or any matter or thing ascertained by White through White's association with Section 2(b) above), during the 18-month period following such terminationCompany, the Employee use or disclosure of which matter or thing might reasonably be construed to be contrary to the best interest of the Company. White further agrees that should he leave the active service of the Company, White will not directly or indirectly (as a directorneither take nor retain, officerwithout prior written authorization from the Company, executive employeeany papers, managerdata, consultantclient lists, independent contractorbooks, advisor or otherwise) engage in competition withrecords, files, or own other documents (or copies thereof) or other confidential information of any interest inkind belonging to the Company pertaining to the business, perform any sales, financial condition, products or services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held companyCompany. (b) While employed by the Company and for a period of one (1) year thereafter, White agrees that he shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company or any of its direct or indirect subsidiaries, unless such employee or former employee has not been employed by such entity for a period in excess of six months. (c) Except with the prior written consent of the Company, White will not during the term undertake or engage in any other employment, occupation or business enterprise other than one in which he is an inactive investor as described below (except that he may conclude obligations remaining subsequent to the sale of White Corporation). White will also not acquire, assume or participate in, directly or indirectly, any position, investment or interest adverse or antagonistic to the Company, its business or prospects, financial or otherwise, or take any action towards any of the foregoing. Further, during the term, except on behalf of the Company or its subsidiaries or with the Company's express prior written consent, White will not, directly or indirectly, whether as an officer, director, employee, stockholder, partner, proprietor or associate, representative or otherwise, become or be interested in any other person, corporation, firm, partnership or other entity whatsoever which directly competes with the Company at that time or any of its direct or indirect subsidiaries, in any part of the world, in any line of business engaged in by any such entities (or in which any such entities have made plans to be engaged in); provided however, that anything above to the contrary notwithstanding, White may own, as an inactive investor, securities of any competitor corporation, so long as his holdings in any one such corporation shall not in the aggregate constitute more than 1% of the voting stock of such corporation. In the event that the Employee's employment is terminated for any reason Company has given White its prior written approval to his serving on the Board of Directors of an entity which thereafter may reasonably be expected to compete with the Company (including either because of new development at the non-renewal of this Agreement in accordance with Section 2(b) aboveCompany or at the entity), during then White shall promptly advise the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any Company of the FIRSTPLUS Companies at any time during possible competition. In the six months prior event he is bound by a confidential information obligation to the Employee's terminationentity not to disclose its new development, to leave the employ of the FIRSTPLUS Companies, or in any way interfere White shall promptly resign from and discontinue all relationships with the relationship between any of entity. Subject to the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term andforegoing limitation, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect White may serve on the business, assets Board of Directors of a golf apparel or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companiesgolf retail company. (d) For all purposes one (1) year after termination of this Agreement, White agrees that he shall not in this Section 8any way, a person directly or entity (including without limitationindirectly, the Employee) shall be deemed solicit or sell to be a competitor of any persons or engaging in competition with one or more entities which were customers of the FIRSTPLUS Companies, if such person or entity engages in Company during any business competing with, or substantially similar to, the businesses of one or more portion of the FIRSTPLUS Companies, as such businesses exist at the time of 12 months preceding termination of the Employee's employment with products which are similar to products which the Company in has sold at any state of time during the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions term of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateAgreement. (e) In connection with White agrees that he shall not, either during the foregoing provisions term of this Section 8Agreement or thereafter, disparage or denigrate, or otherwise do or say anything which would tend negatively to affect, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection reputation or public perception of the current and future businesses Company or any of its affiliates, directors, officers, employees, agents or fiduciaries, or the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration Company's stock or termination of this Agreementproducts.

Restrictive Covenants. 5.1 Executive acknowledges that (aI) During he has a major responsibility for the Employment Term andoperation, administration, development and growth of the Company s business, (ii) the Company s business has become international in scope, (iii) his work for the event Company has brought him and w i ll continue to bring him into close contact with confidential information of the Company and its customers, and (iv) the agreements and covenants contained in this Subsection 5.1 are essential to protect the business interests of the Company and that the Employee's employment is terminated Company will not enter into this Agreement but for any reason (including such agreements and covenants. Accordingly, Executive covenants and agrees as follows: 5.1.1 Except as otherwise provided for in this Agreement, during the non-renewal Term of this Agreement in accordance with Section 2(b) above)Executive shall not, during the 18-month period following such termination, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of the date of termination; or, without limiting the generality of the foregoing, by or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withany individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning Company as of Section 8(d), the date of termination; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America. 5.1.2 During the Term of this Agreement and, for one year thereafter (b"Termination Period"), Executive shall not, directly or indirectly, (I) induce or attempt to influence any Executive of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who shall have been employed by the Company within the one (1) year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was a customer or supplier of the Company during any portion of said period to transact business with a competitor of the Company in Company s business. 5.1.3 During the Term of this Agreement, the Termination Period and any time thereafter, Executive shall not disclose to anyone any information about the confidential or proprietary affairs of the Company, i n c l u ding, without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing p o licies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for his own benefit. 5.2 If Executive breaches Subsection 5.1 (the "Restrictive Covenants"), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity: 5.2.1 Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Subsection 5.1.1, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity or proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 5.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 5.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companies at any time during breadth of such scope or otherwise, it is the six months prior to the Employee's termination, to leave the employ intention of the FIRSTPLUS Companies, parties hereto that such determination not bar or in any way interfere with affect the relationship between any Company s right of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, relief provided above in the event that courts of any other jurisdictions within the Employee's employment is terminated for any reason (including the non-renewal geographical scope of this Agreement such Restrictive Covenants, as to breaches of such covenants in accordance with Section 2(b) above), during the 18-month period following such terminationother respective jurisdictions, the Employee will not directly or indirectly hireabove covenants as they relate to each jurisdiction being, engagefor this purpose, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity severable into diverse and any of the FIRSTPLUS Companiesindependent covenants. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (a) During 5.1 Employee acknowledges that the Employment Term and, Company is in the event information services business and that the Employee, as an executive officer of the Company, will be familiar in detail with the activities of the Company and will participate in formulating the activities; that he will continue to be familiar in detail with the activities and future plans of the Company as they continue to develop during his employment; and that his position will give him a thorough knowledge of the Company's employment is terminated for customers, suppliers and servicing and marketing operations and will place him in close and continuous contact with the Company's customers and suppliers. Employee further acknowledges that if he were to compete with the Company by organizing, directing, advising, assisting or becoming an employee of any reason (including business entity, as defined below, competing with the non-renewal Company, he could do great harm to the Company and would materially diminish or destroy the value to the Company of this Agreement in accordance with Section 2(b) above)its customer and supplier relationships and servicing and marketing arrangements. Accordingly, during the 18-month Term of his employment by the Company and for a period of one (1) year immediately following such terminationthe termination thereof (the Term of employment and the subsequent one (1) year period being collectively referred to as the "Covenant Period") unless otherwise consented to by the Company in writing, Employee shall not, within any city, town or county in which the Employee will not Company or any of its affiliates conducts or does any business, directly or indirectly (indirectly, either for himself or as a an officer, director, officerstockholder, executive partner, associate, employee, managerconsultant, consultantagent, independent contractor, advisor or otherwise) engage in competition withrepresentative, become or own any interest in, perform any services for, participate be interested in or be connected associated with any other business or organization that engages in competition with any business entity, as defined below (except a parent, subsidiary or affiliate of the FIRSTPLUS Companies within the meaning of Section 8(dCompany), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment which is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not engaged directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any line of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment business which is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated competitive with any supplier, contractor, subcontractor or other line of business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses Company may be engaged at the time of termination of Employee's employment hereunder; provided, that the Employee shall be permitted to own less than a 5% interest as a stockholder (and in no other capacity) in a company which is listed on any stock exchange or recognized over the-counter market system even though it may be in competition with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions . The restrictions of this Section 8, 5 shall not apply in the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning event of a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection Change of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration Control or termination of this Agreement by the Company without cause. As used in this Agreement, the term "business entity" shall include, but not be limited to, any corporation, firm, partnership, association, trust, group, joint venture, or individual proprietorship. 5.2 Employee shall not, during the Covenant Period or thereafter, disclose to any business entity any confidential information regarding the customers, suppliers, marketing arrangements or methods of operation of the Company, or any other confidential information of the Company, except that nothing contained in this sentence shall be construed to prevent Employee from using or disclosing any general technical knowhow and information that (i) is in the public domain or of a nature known generally throughout the industry, (ii) is required by law, (iii) was known to Employee prior to its disclosure by the Company, (iv) is or becomes generally available to the public other than as a result of an authorized disclosure by Employee; (v) becomes available to Employee through a source other than the Company; or (iv) is independently developed by Emplyee. 5.3 Employee shall, during the Term of his employment, promptly reveal to the Company all matters coming to Employee's attention pertaining to the business or interests of the Company. 5.4 Unless otherwise consented to by the Company in writing, Employee shall not, for a period of one (1) year immediately following the termination of Employee's employment, hire or solicit for hiring, on his own behalf or on behalf of any business entity, any person known to Employee to be a key employee of the Company as of the date of termination. 5.5 Employee shall not, during his Term of employment or upon termination thereof, remove from the offices of the Company, any studies, samples, reports, plans, contracts, publications, customer lists or other similar items nor copies or facsimiles thereof, except as the same may relate to the performance of Employee's duties hereunder, or as otherwise authorized by the Company.

Restrictive Covenants. (a) During You agree that you will not at any time during the Employment Term andPeriod (and with respect to (iii) below, at all times thereafter, directly or indirectly: (i) own, manage, operate, join, control or participate in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)ownership, during the 18-month period following such terminationmanagement, the Employee will not directly operation or indirectly (control of, or be connected as a director, officer, executive employee, manageror lender with, consultantor be compensated by, any entity or business (including a sole proprietorship) that (x) is an NASD registered broker-dealer, or (y) except as permitted pursuant to Section 4 (b), that provides financial advisory services, provides investment banking advice or engages in capital raising; provided that up to a 4.9% interest in a publicly traded entity shall be permitted, (ii) employ or otherwise engage, or offer to employ or otherwise engage, or solicit, entice or induce for himself or any other person, entity or corporation, the services or employment of any person who is, or during the three months prior thereto has been, an employee of, or independent contractor, advisor consultant or otherwiseagent, in each case, devoting a majority of its business time to, the Company or any of its affiliates (other than your personal secretary), and (iii) engage in competition withuse or disclose, or own authorize any interest inother person or entity to use or disclose, perform any services forinformation of a confidential nature (i.e., participate strategic plans, specifications for existing or future technology) other than as necessary to further the business objectives of the Company in accordance with the terms of your engagement hereunder; provided that the restrictions contained in this Section 4(a) shall not apply to (x) information that becomes publicly known (other than as a result of your breach of this restriction) and (y) information, the disclosure of which is reasonably necessary to defend yourself, or be connected assert your rights, in connection with any business proceeding to which the Company or organization its affiliates is directly or indirectly a party. You understand that engages in competition with any your services for the Company will be of a special and unique nature, and that the FIRSTPLUS Companies within the meaning breach or threatened breach of Section 8(d), provided, however, that the provisions of this Section 8(a4(a) shall would cause the Company irreparable harm which could not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) adequately compensated for in damages by an action at law. In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly a breach or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action threatened breach by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions you of this Section 8 shall cease 4(a), in addition to be applicable all other remedies available to any state the Company at law or in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such terminationequity, the FIRSTPLUS CompaniesCompany will be entitled to seek a temporary or permanent injunction or injunctions, or temporary restraining orders or orders to prevent breaches hereof, in each case, without the need to post any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; security or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such statebond. (eD. Section 4(e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth is amended in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.its entirety to read as follows:

Restrictive Covenants. Each of Schoodic BV, ▇▇▇▇▇▇ ▇▇▇▇▇, JCK Consult, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇-M, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, GrayMatters BVBA and ▇▇▇▇ ▇▇▇▇▇▇ undertakes that he/she/it, shall not, as long as he, she or it (aindirectly) During holds Shares and for a period of two (2) years thereafter other than pursuant to a disposal of such Shares following a Deemed Liquidation Event, directly or indirectly: (i) solicit any employee of the Employment Term and, Company to cease work for the Company or to work for any other individual or entity (other than general advertisements not specifically targeted at the relevant employee); (ii) solicit or approach a client or customer of the Company with a view to enticing away from the Company such customer or client; or (iii) compete with the Business and/or participate in the event that field of the Employee's employment is terminated Business (other than for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) aboveCompany), during the 18-month period following such termination, the Employee will not (directly or indirectly (indirectly, as a owner, stockholder, director, officer, executive manager, employee, manageragent, consultant, independent contractorrepresentative or otherwise), in any business, firm or corporation that competes with the Business (with the exception of non-managerial and non-controlling shareholdings of less than 1% in listed companies); unless waived in writing by the Company including the approval of the Board. For the purpose of this Clause 16.15, compete means to undertake (or be interested in any business) in competition with the Business of the Company (whether alone or jointly with others or whether as principal, agent, shareholder, director, advisor or otherwiseotherwise and whether for its own benefit or that of others). Furthermore, the board position of ▇▇▇▇ ▇▇▇▇▇▇▇ in Sobi (which company has commercial rights to Pharming’s Ruconest) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of explicitly does not fall under the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall abovementioned non-compete. The Non-Executive Directors cannot be deemed to prohibit appointed or nominated by the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. Investors as board members (bor a similar position) In the event in a company that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior a Competitor to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Company. This Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect has been entered into on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist date stated at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination beginning of this Agreement.

Restrictive Covenants. (a) During Executive acknowledges and agrees that the Employment Term and, restrictive covenants and other post-termination obligations set forth in the event RCA, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of Confidential Information (as defined in the RCA), non-solicitation, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, except that the Employee's employment is terminated parties expressly agree to modify the RCA by removing Section 6, and each subpart thereto, of the RCA, which shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and warrants that Executive has complied with all provisions of the RCA at all times through the Effective Date. (b) In consideration for any reason (including the non-renewal severance payments and benefits set forth in Section 1 of this Agreement in accordance with Section 2(bAgreement, Executive agrees for a period of 12 months after the Effective Date (the “Noncompetition Restricted Period”) above), during the 18-month period following such termination, the Employee will to not directly or indirectly indirectly, on Executive’s own behalf or for the benefit of any other individual or entity: (i) operate, conduct, engage in, or own (except as a directorholder of not more than three percent (3%) of the stock of a publicly held company), officeror prepare to operate, executive conduct, engage in, or own any business that develops, markets, distributes, plans, sells or otherwise provides, or is preparing to develop, market, distribute, plan, sell or otherwise provide, any product or service that is in competition with any of the products or services being developed, marketed, distributed, planned, sold or otherwise provided by the Company or its affiliates at the time of, or during the 12 months preceding, Executive’s termination from the Company (a “Competing Business”) or (ii) participate in, render services to, or assist any individual or entity that engages in a Competing Business in any capacity (whether as an employee, manager, consultant, independent director, officer, contractor, advisor or otherwise) engage in competition with, (A) which involve the same or own any interest in, perform any similar types of services for, participate in or be connected with any business or organization that engages in competition with any of Executive performed for the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies Company at any time during the six months prior last two years of Executive’s employment with the Company or (B) in which Executive could reasonably be expected to use or disclose Confidential Information, in each case (i) and (ii) limited to each city, county, state, territory and country in which (x) Executive provided services or had a material presence or influence at any time during Executive’s last two years of employment with the Company or (y) the Company is engaged in or has plans to engage in the Competing Business as of the Effective Date. Without limiting the Company’s ability to seek other 1 To be determined by the Company at the time of separation. remedies available in law or equity, if Executive violates this Section 4(b), the Noncompetition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the Employee's termination, to leave the employ length of the FIRSTPLUS CompaniesNoncompetition Restricted Period, or in any way interfere with so as to give the relationship between any Company the full benefit of the FIRSTPLUS Companies and any employee thereofbargained-for length of forbearance. (c) During Executive’s continued compliance with the Employment Term andterms of the RCA (as modified in Section 4(a) above) and the noncompetition obligations set forth in Section 4(b) above (collectively, the “Restrictive Covenants”) is a material condition to receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the event that RCA and this Agreement and any other remedies available to the Employee's employment is terminated for any reason Company (including the non-renewal of this Agreement in accordance with Section 2(b) aboveequitable and injunctive remedies), during Executive shall forfeit any additional consideration owing and shall be obligated to promptly return to the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other Company (within two (2) business relation days of any breach) the full gross amount of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity all severance payments and any of the FIRSTPLUS Companiesbenefits provided. (d) For all purposes in this Section 8, a person or entity (including without limitation, If any provision of the Employee) Restrictive Covenants shall be deemed determined to be unenforceable by any court of competent jurisdiction or arbitrator by reason of its extending for too great a competitor period of time or engaging in competition with one over too large a geographic area or more over too great a range of activities, it shall be interpreted to extend only over the FIRSTPLUS Companiesmaximum period of time, if such person geographic area or entity engages in any business competing with, or substantially similar to, the businesses range of one or more of the FIRSTPLUS Companies, activities as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in to which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to it may be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateenforceable. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 5.1 Executive acknowledges that (ai) During she has a major responsibility for the Employment Term andadministration, development and growth of the Company's business, (ii) her work for the Company will bring her into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Section 5 are essential to protect the event business interests of the Company and that the Employee's employment is terminated for any reason (including the non-renewal of Company will not enter into this Agreement but for such agreements and covenants. Accordingly, Executive covenants and agrees as follows: 5.1.a Except as otherwise provided for in accordance with Section 2(b) above)this Agreement, during the 18-month period following such terminationTerm Executive shall not, the Employee will not directly or indirectly indirectly, within any state, province or other political subdivision of the United States or any other country in which the Company is conducting business, compete with respect to any services or products of the Company which are either offered or are being developed by the Company (the "Company's Business"), or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive director, employee, managerprincipal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), any individual, corporation, firm, association, partnership, joint venture or other business entity, which competes with the Company's Business; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one (1%) percent of the total shares any class of all classes of stock outstanding securities of any publicly held companyowned corporation. (b) In the event that the Employee's employment is terminated 5.1.b During, and for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationone year after, the Employee will not Term, Executive shall not, directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, Company to leave the employ its employ, (ii) aid or agree to aid any competitor, customer or suppliers of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state attempt to hire any person who shall have been employed by the Company within the one year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was a customer or supplier of the United States Company during any portion of America in which any said period to transact business with a competitor of the FIRSTPLUS Companies conductCompany. 5.1.c During the Term and thereafter, or are actively investigating Executive shall not disclose to anyone any information about the possibility affairs of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for her own benefit. 5.2 Executive acknowledges and properly required for agrees that in the adequate protection event of a violation or threatened violation of any of the current provisions of Section 5.1 (the "Restrictive Covenants") the Company shall have no adequate remedy at law and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made shall therefore be entitled to enforce each such provision by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration temporary or termination of this Agreement.permanent injunctive or

Restrictive Covenants. (a) Executive acknowledges that (i) he has a major responsibility for the operation, administration, development and growth of the Company's business, (ii) the Company's business is or may become national or international in scope, (iii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iv) the agreements and covenants contained in this Section 7 are essential to protect the business interests of the Company and that the Company will not enter into this Agreement but for such agreements and covenants. (i) During the Employment Term and, in and until three years following the event that the Employeedate of termination of Executive's employment is terminated with the Company for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above"TERMINATION PERIOD"), during the 18-month period following such terminationExecutive shall not, the Employee will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest inindirectly, perform any services forin the United States for any person or entity other than the Company that is in the business, participate directly or indirectly, of providing health care services of the type the Company is providing, or is contemplating providing, at the time of the Executive's termination (the "BUSINESS"); or, without limiting the generality of the foregoing, be or become or agree to be or become, interested in or associated with, in any capacity (whether as a partner, shareholder, owner, officer, director, employee, principal, agent, creditor, trustee, consultant, co-venturer or otherwise) any individual, corporation, firm, association, partnership, joint venture or other business entity that competes in the Business; PROVIDED, HOWEVER, that the Executive may own, solely as an investment, not more than one percent (1%) of any class of securities of any corporation that is publicly traded on any national securities exchange in the United States of America or reported on the National Association of Securities Dealers, Inc.'s Automated Quotation System. (ii) During the Term and during the Termination Period, the Executive shall not, directly or indirectly, (i) induce or attempt to influence any employee of the Company or its Subsidiaries to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company or its Subsidiaries in any attempt to hire any person who shall have been employed by the Company or its Subsidiaries within the one-year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was a customer of the Company or its Subsidiaries during any portion of the Term or the Termination Period to transact business with a competitor of the Company in the Company's business. (iii) During the Term, the Termination Period and thereafter, the Executive shall not disclose to anyone any material information about the affairs of the Company or its Subsidiaries, including trade secrets, trade "know-how," inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of customers, sales, profits or other financial information which is confidential to the Company or is not generally known in the relevant trade. (c) If the Executive breaches, or threatens to commit a breach of Section 7(b) (the "RESTRICTIVE COVENANTS"), the Company shall have the following rights and remedies, each of which shall be connected with in addition to any other rights and remedies available to the Company at law or in equity: (i) The Executive shall account for and pay over to the Company all compensation, profits, and other benefits, after taxes, which inure to the Executive's benefit which are derived or received by the Executive or any person or business entity controlled by the Executive resulting from any actions or organization that engages in competition with transactions constituting a breach of any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that Restrictive Covenants. (ii) Notwithstanding the provisions of this Section 8(a) shall not be deemed to prohibit 7(c)(i), the Employee's ownership Executive acknowledges and agrees that in the event of not more than 2% a violation or threatened violation of any of the total shares provisions of all classes Sections 7(b) , the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of stock outstanding competent jurisdiction without the necessity of proving damages, posting any publicly held companybond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. (bd) If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. (e) The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companies at any time during breadth of such scope or otherwise, it is the six months prior to the Employee's termination, to leave the employ intention of the FIRSTPLUS Companies, parties hereto that such determination not bar or in any way interfere with affect the relationship between any of Company's right to the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, relief provided above in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation courts of any other jurisdictions within the geographical scope of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS CompaniesRestrictive Covenants, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time to breaches of such termination. The provisions of covenants as they relate to each jurisdiction being, for this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Companypurpose, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, severable into diverse and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateindependent covenants. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 5.1 Executive acknowledges that (i) he has a major responsibility for the operation, administration, development and growth of the Company's business, (ii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Section 5 are essential to protect the business interests of the Company and that the Company will not enter into this Agreement, but for such agreements and covenants. Accordingly, Executive covenants and agrees as follows: (a) During the Employment Term and, Except as otherwise provided for in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)Agreement, during the 18-month period following such terminationterm of this Agreement, the Employee will not Executive shall not, directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company; or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerexecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withwith any individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning of Section 8(d), Company; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America. (b) In During the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement in accordance with Section 2(band for a period of two (2) aboveyears after the termination of this Agreement (the "Termination Period"), during the 18-month period following such terminationExecutive shall not, the Employee will not directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any employee of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who is and/or shall have been employed by the Company within the twelve (12) month period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was an employee of any a customer or supplier of the FIRSTPLUS Companies at Company during any time during the six months prior portion of said period to the Employee's termination, to leave the employ transact business with a competitor of the FIRSTPLUS Companies, or Company in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany's business. (c) During the Employment Term andterm of this Agreement, the Termination Period, if applicable, and thereafter, Executive shall not other than in the event that performance of his duties disclose to anyone any information about the Employee's employment affairs of the Company, including, without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is terminated confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for any reason (including his own benefit. Any technique, method, process or technology used by the non-renewal Company shall be considered a "trade secret" for the purposes of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS CompaniesAgreement. (d) For Executive hereby agrees that all purposes know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, client files and materials made by him or by the Company are the property of the Company and shall not be used by him in this any way adverse to the Company's interests. Executive shall not deliver, reproduce or in any way allow such documents or things to be delivered or used by any third party without specific direction or consent of the Board. Executive hereby assigns to the Company any rights that he may have in any such trade secret or proprietary information. 5.2 If Executive breaches, or threatens to commit a breach of Section 85.1 (the "Restrictive Covenants"), a the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. (a) Executive shall account for and pay over to the Company all compensation, profits, and other benefits, after taxes, which inure to Executive's benefit which are derived or received by Executive or any person or business entity controlled by Executive resulting from any action or transactions constituting a breach of any of the Restrictive Covenants. (including without limitationb) Notwithstanding the provisions of Subsection 5.2 (a) above, Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Section 5, the Employee) Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 5.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be deemed given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be a competitor unenforceable because of the duration of such provision or engaging the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in competition with its reduced form, such provision shall then be enforceable. 5.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companiesbreadth of such scope or otherwise, if it is the intention of the parties hereto that such person determination not bar or entity engages in any business competing withway affect the Company's right to the relief provided above in the courts of any other jurisdictions within the geographical scope of such Restrictive Covenants, or substantially similar toas to breaches of such covenants in such other respective jurisdictions, the businesses of one or more of the FIRSTPLUS Companiesabove covenants as they relate to each jurisdiction being, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conductfor this purpose, or are actively investigating the possibility of conducting, their businesses at the time of such terminationseverable into diverse and independent covenants. The provisions of prevailing party under an action or proceeding brought under this Section 8 5 shall cease be entitled to be applicable recover attorneys' fees and costs related to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, action or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateproceeding. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 1. Executive acknowledges that (ai) During he has a major responsibility for the Employment Term andoperation, administration, development and growth of the Company's business, (ii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Section E.1 are essential to protect the event business interest of the Company and that the Employee's employment is terminated Company will not enter into this Agreement but for any reason (including such agreements and covenants. Accordingly, the non-renewal Executive covenants and agrees as follows: a. Except as otherwise provided for in this Agreement, during the Term of this Agreement in accordance with and, if this Agreement is terminated under Section 2(bF.3 or F.5 during the Term, for two (2) aboveyears following such date of termination (the "Termination Period"), during the 18-month period following such terminationExecutive shall not, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of the date of termination; or, without limiting the generality of the foregoing, be or become. or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withany individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning Company as of Section 8(d), the date of termination; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than two percent (2% %) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America. (b) In b. During the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement in accordance with Section 2(b) above)and, if applicable, during the 18-month period following such terminationTermination Period, the Employee will not Executive shall not, directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any person who is and/or was an employee of any executive of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, Company to leave the employ of the FIRSTPLUS Companiesits employ, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) induce or attempt to influence any person or business entity who was a customer or supplier of the hiring Company during any portion of one or more employees said period to be employed transact business with a competitor of the Company in such state or the assignment of one or more incumbent employees to solicit business in such stateCompany's business. (e) In connection with c. During the foregoing provisions Term of this Section 8Agreement, the Employee represents that his experienceTermination Period, capabilities if applicable, and circumstances are such that such provisions will thereafter, the Executive shall not prevent him from earning a livelihood. The Employee further agrees that disclose to anyone any information about the limitations set forth in this Section 8 (affairs of the Company, including, without limitation, time limitations) trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall the Executive make use of any such information for his own benefit. 2. If the Executive breaches, or threatens to commit a breach of Section E.1 (the Restrictive Covenants), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. a. The Executive shall account for and pay over to the Company all compensation, profits, and other benefits, after taxes, which inure to Executive's benefit which are reasonable and properly required for derived or received by the adequate protection Executive or any person or business entity controlled by the Executive resulting from any action or transactions constituting a breach of any of the current Restrictive Covenants. b. Notwithstanding the provisions of subsection a. above, the Executive acknowledges and future businesses agrees that in the event of a violation or threatened violation of any of the FIRSTPLUS Companiesprovisions of Section E.1, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 3. It If any of the Restrictive Covenants, or any part thereof, is understood held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the covenants made by court making such termination shall have the Employee power to reduce the duration and/or area of such provision and, in this Section 8 (its reduced form, such provision shall then be enforceable. 4. The parties hereto intend to and in Section 6 hereof) shall survive hereby confer jurisdiction to enforce the expiration or termination Restrictive Covenants upon the courts of this Agreement.any jurisdiction within the geographical scope of such

Restrictive Covenants. 5.1 Executive acknowledges that (i) he has a major responsibility for the operation, administration, development and growth of the Company's business, (ii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Paragraph 5 are essential to protect the business interest of the Company and that the Company will not enter into this Agreement but for such agreements and covenants. Accordingly, the Executive covenants and agrees as follows: (a) During Except as otherwise provided for in this Agreement, during the Employment Term of this Agreement and, in the event that the Employee's employment if this Agreement is terminated for any reason during the Term, for twenty-four (including 24) months following such date of termination (the non-renewal of this Agreement in accordance with Section 2(b) above"Termination Period"), during the 18-month period following such terminationExecutive shall not, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company; or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withwith any individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning of Section 8(d), Company; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% five percent (5%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America, and may retain his ownership interest in those entities referred to in Subparagraph 4.1. (b) In During the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement in accordance with Section 2(b) above)and, if applicable, during the 18-month period following such terminationTermination Period, the Employee will not Executive shall not, directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any employee of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who is and/or shall have been employed by the Company within the one (1) year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was an employee of any a customer or supplier of the FIRSTPLUS Companies at Company during any time during the six months prior portion of said period to the Employee's termination, to leave the employ transact business with a competitor of the FIRSTPLUS Companies, or Company in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany's business. (c) During the Employment Term andof this Agreement, the Termination Period, if applicable, and thereafter, the Executive shall not other than in the event that performance of his duties disclose to anyone any information about the Employee's employment affairs of the Company, including, without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is terminated confidential to the Company or is not generally known in the relevant trade, nor shall the Executive make use of any such information for any reason (including his own benefit. Any technique, method, process or technology used by the non-renewal Company shall be considered a "trade secret" for the purposes of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS CompaniesAgreement. (d) For Executive hereby agrees that all purposes know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, client files and materials made by him or by the Company are the property of the Company and shall not be used by him in this Section 8any way adverse to the Company's interests. Executive shall not deliver, a person reproduce or entity (including in any way allow such documents or things to be delivered or used by any third party without limitationspecific direction or consent of the Board of Directors of the Company. Executive hereby assigns to the Company any rights which he may have in any such trade secret or proprietary information. 5.2 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the Employee) same shall not affect the remainder of the covenant or covenants, which shall be deemed given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be a competitor unenforceable because of the duration of such provision or engaging the area covered thereby, the parties hereto agree that the court making such termination shall have the power to reduce the duration and/or area of such provision and, in competition with its reduced form, such provision shall then be enforceable. 5.3 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companiesbreadth of such scope or otherwise, if it is the intention of the parties hereto that such person determination not bar or entity engages in any business competing withway affect the Company's right to the relief provided above in the courts of any other jurisdictions within the geographical scope of such Restrictive Covenants, or substantially similar toas to breaches of such covenants in such other respective jurisdictions, the businesses of one or more of the FIRSTPLUS Companiesabove covenants as they relate to each jurisdiction being, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conductfor this purpose, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, severable into diverse and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such stateindependent covenants. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 5.1 Executive acknowledges that (ai) During he has a major responsibility for the Employment Term andoperation, administration, development and growth of the Company s business, (ii) the Company s business has become international in scope, (iii) his work for the event Company has brought him and w i ll continue to bring him into close contact with confidential information of the Company and its customers, and (iv) the agreements and covenants contained in this Subsection 5.1 are essential to protect the business interests of the Company and its affiliates and that the Employee's employment is terminated Company will not enter into this Agreement but for any reason such agreements and covenants. Accordingly, Executive covenants and agrees as follows with respect to the Company (including which includes all affiliates in Mexico): 5.1.1 Except as otherwise provided for in this Agreement, during the non-renewal Term of this Agreement in accordance with Section 2(b) above)Executive shall not, during the 18-month period following such termination, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of the date of termination; or, without limiting the generality of the foregoing, by or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withany individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning Company as of Section 8(d), the date of termination; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America. 5.1.2 During the Term of this Agreement and, for one year thereafter (b"Termination Period"), Executive shall not, directly or indirectly, (i) induce or attempt to influence any Executive of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who shall have been employed by the Company within the one (1) year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was a customer or supplier of the Company during any portion of said period to transact business with a competitor of the Company in Company s business. 5.1.3 During the Term of this Agreement, the Termination Period and any time thereafter, Executive shall not disclose to anyone any information about the confidential or proprietary affairs of the Company, i n c l u ding, without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing p o licies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for his own benefit. 5.2 If Executive breaches Subsection 5.1 (the "Restrictive Covenants"), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity: 5.2.1 Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Subsection 5.1.1, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity or proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 5.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 5.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companies at any time during breadth of such scope or otherwise, it is the six months prior to the Employee's termination, to leave the employ intention of the FIRSTPLUS Companies, parties hereto that such determination not bar or in any way interfere with affect the relationship between any Company s right of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, relief provided above in the event that courts of any other jurisdictions within the Employee's employment is terminated for any reason (including the non-renewal geographical scope of this Agreement such Restrictive Covenants, as to breaches of such covenants in accordance with Section 2(b) above), during the 18-month period following such terminationother respective jurisdictions, the Employee will not directly or indirectly hireabove covenants as they relate to each jurisdiction being, engagefor this purpose, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity severable into diverse and any of the FIRSTPLUS Companiesindependent covenants. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. (aA) During the Employment Term and, in In the event that of the Employee's employment is terminated termination with the Company, whether voluntarily or for any reason (including the non-renewal cause, Employee agrees that he will not, for a period of this Agreement in accordance with Section 2(b) above), during the 18-month period four years following such termination, the Employee will not directly enter into or indirectly become associated with or engage in any other business (whether as a directorpartner, officer, executive director, shareholder, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with), which business is a direct or indirect competitor of the Company, or own any interest incurrent or future subsidiary, perform any services forassociate, participate in affiliate or be connected with any business joint venture partner, which is a direct or organization that engages in competition with any indirect competitor of the FIRSTPLUS Companies within the meaning of Section 8(d)Company, provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of or any publicly held subsidiary or Parent company. (bB) In the event If any court shall hold that the Employee's employment duration of non-competition or any other restriction contained in this paragraph is unenforceable, it is our intention that same shall not thereby be terminated but shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, or in the alternative, such judicially substituted term may be substituted therefor. (C) Employee agrees that during the term of this Restrictive Covenant, he 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' proposed business as described in (A) above or for any reason whatsoever, without the written consent of the Company, signed by two executive officers; (including b) request or advise any customers, clients, joint venture partners, suppliers, manufacturers, employees, consultants, associates or affiliates of the non-renewal of this Agreement in accordance with Section 2(b) above)Company or its or their successors, during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce who may contact or attempt to induce contact the Employee to withdraw, curtail, or cancel such parties' business with the Company or its successors; (c) disclose to any person who is and/or was an employee other persons or corporations the names or addresses of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's terminationcustomers, to leave the employ clients, joint venture partners, suppliers, manufacturers, wireless services providers, employees, consultants, associates, or affiliates of the FIRSTPLUS Companies, Company or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly its or indirectly hire, engage, send any work to, place orders with, their successors; or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person induce or entity (including without limitation, the Employee) shall be deemed encourage any employee to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment terminate his relationship with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.ARTICLE VII

Restrictive Covenants. Employee acknowledges and agrees that (i) --------------------- through his position as an employee of the Company, he will learn valuable trade secrets and other proprietary information relating to the business, (ii) Employee's services to the Company are unique in nature, and (iii) the Company would be irreparably damaged if Employee were to provide services to any person or entity in violation of the restrictions contained in this Agreement. Accordingly, as an inducement to the Company to enter into this Agreement and in consideration of his employment hereunder, Employee agrees that until the Termination Date (as defined herein) and, with respect to all other areas in the United States where the Company has or proposes to commence business activities as of the Termination Date, for an additional twenty-four (24) months thereafter (such periods being collectively referred to herein as the "Restricted Period"), neither Employee nor any Affiliate of Employee (as defined below), shall, directly or indirectly, either for himself or for any other person or entity: (a) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly engage or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition withparticipate in, or own any interest inassist, perform any services for, participate in advise or be connected with any business (including as an employee, owner, partner, shareholder, officer, director, advisor, consultant, agent or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(dotherwise), or permit his name to be used by or render services for, any person or entity engaged in a Competing Business (as hereinafter defined); provided, however, that the provisions of nothing in this Section 8(aAgreement shall prevent Employee from acquiring or owning, as a passive investment, up to one percent (1%) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares outstanding voting securities of all classes of stock outstanding of an entity engaged in a Competing Business which is publicly traded on any publicly held company.recognized national securities market; (b) In take any action which might divert from the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly Company or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any Affiliate of the FIRSTPLUS Companies at Company any time during business which is within the six months prior scope of the Company's or such Affiliate's then business, including but not limited to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, wireless video or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof.data communications business; (c) During solicit or attempt to solicit (i) any then subscriber or other customer of the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance Company with Section 2(b) above), during the 18-month period following such termination, whom the Employee will not directly had contact and/or knowledge as of the Termination Date to purchase Competing Services from any person or indirectly hireentity (other than the Company) or (ii) any then subscriber, engagecustomer, send any work to, place orders with, or in any manner be associated with any supplier, contractorlicensor, subcontractor licensee or other business relation of any the Company with whom the Employee had contact and/or knowledge as of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere Termination Date to cease doing business with the relationship between any such person or entity and any of the FIRSTPLUS Companies.Company; or (d) For all purposes in this Section 8solicit or hire any director, a person officer, employee or agent of the Company or any Affiliate of the Company to perform services for any entity (including without limitationother than the Company and its Affiliates. As used herein, the Employee) following terms shall be deemed to be a competitor of or engaging in competition with one or more of have the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations meanings set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.below:

Restrictive Covenants. 2.1 The Individual acknowledges that: (ai) During he or she has had, and will continue to have during the Employment Term andterm of the Ongoing Agreement, significant involvement in the event that administration, development and growth of the EmployeeDivision's employment is terminated business; (ii) his or her work for any reason the Division has brought him or her, and will continue to bring him or her during the term of the Ongoing Agreement, into close contact with confidential information of the Division and its customers and employees and/or the Company and its customers and employees; and (including iii) the non-renewal agreements and covenants contained in this Section 2 are essential to protect the business interests of the Division and the Company. Accordingly, the Individual covenants and agrees as follows: 2.1.a Except as otherwise provided for in this Agreement in accordance with Section 2(b) above)Agreement, during the 18-month period following such terminationTerm, the Employee will not Individual shall not, directly or indirectly indirectly, within any state, province or other political subdivision of the United States or any other country in which the Division is conducting business, compete with respect to any services or products of the Division which are either offered or are being developed by the Division or the Company (the "Division's Business"), or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive director, employee, managerprincipal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), any individual, corporation, firm, association, partnership, joint venture or other business entity, which competes with the Division's Business; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Individual may own, solely as an investment, not more than 2% one (1%) percent of the total shares any class of all classes of stock outstanding securities of any publicly held companyowned corporation. (b) In 2.1.b During the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationTerm, the Employee will not Individual shall not, directly or indirectly hire, solicit, retain, compensate or otherwise indirectly: (i) induce or attempt to induce influence any employee of the Company who shall have been employed in connection with the Division during the Term to leave its employ; (ii) aid or agree to aid any competitor, customer or suppliers of the Division in any attempt to hire any person who is and/or shall have been employed by the Company in connection with the Division during the Term; or (iii) induce or attempt to influence any person or business entity who was an employee of any a customer or supplier of the FIRSTPLUS Companies at Division during any time during the six months prior portion of said period to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere transact business with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more the Division. 2.1.c During the Term and thereafter, Individual shall not disclose to anyone any information about the affairs of the FIRSTPLUS Companies, if such person Division or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Division or the Company or is not generally known in the relevant trade, nor shall Individual make use of any such information for his or her own benefit. 2.2 Individual acknowledges and properly required for agrees that in the adequate protection event of a violation or threatened violation of any of the current provisions of Section 2.1 (the "Restrictive Covenants"), the Company shall have no adequate remedy at law and future businesses shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages or posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 2.3 If any of the FIRSTPLUS CompaniesRestrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. It Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is understood held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the covenants made by court making such determination shall have the Employee power to reduce the duration and/or scope and/or area of such provision and, in this Section 8 (its reduced form, such provision shall then be enforceable. 2.4 The parties hereto intend to and in Section 6 hereof) shall survive hereby confer jurisdiction to enforce the expiration or termination provisions of this AgreementAgreement upon the state and federal courts of the State of California.

Restrictive Covenants. 5.1 Executive acknowledges that (i) he has a major responsibility for the operation, administration, development and growth of the Company's business, (ii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Section 5 are essential to protect the business interest of the Company and that the Company will not enter into this Agreement but for such agreements and covenants. Accordingly, the Executive covenants and agrees as follows: (a) During Except as otherwise provided for in this Agreement, during the Employment Term of this Agreement and, in the event that the Employee's employment if this Agreement is terminated for any reason during the Term, for six (including 6) months following such date of termination (the non-renewal of this Agreement in accordance with Section 2(b) above"Termination Period"), during the 18-month period following such terminationExecutive shall not, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company; or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withwith any individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning of Section 8(d), Company; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America, and may retain his ownership interest in those entities referred to in Subparagraph 4.1. (b) In During the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement in accordance with Section 2(b) above)and, if applicable, during the 18-month period following such terminationTermination Period, the Employee will not Executive shall not, directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any employee of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who is and/or shall have been employed by the Company within the one (1) year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was an employee of any a customer or supplier of the FIRSTPLUS Companies at Company during any time during the six months prior portion of said period to the Employee's termination, to leave the employ transact business with a competitor of the FIRSTPLUS Companies, or Company in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany's business. (c) During the Employment Term andof this Agreement, the Termination Period, if applicable, and thereafter, the Executive shall not other than in the event that performance of his duties disclose to anyone any information about the Employee's employment is terminated for any reason (including the non-renewal affairs of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the adequate protection Company or is not generally known in the relevant trade, nor shall the Executive 5 such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the current and future businesses breadth of such scope or otherwise, it is the intention of the FIRSTPLUS Companies. It is understood parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other jurisdictions within the geographical scope of such Restrictive Covenants, as to breaches of such covenants made by in such other respective jurisdictions, the Employee in above covenants as they relate to each jurisdiction being, for this Section 8 (purpose, severable into diverse and in Section 6 hereof) shall survive the expiration or termination of this Agreementindependent covenants.

Restrictive Covenants. 5.1 Executive acknowledges that (ai) During he has a major responsibility for the Employment Term andoperation, administration, development and growth of the Company's business, (ii) the Company's business has become national in scope, (iii) his work for the event Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iv) the agreements and covenants contained in this Subsection 5.1 are essential to protect the business interests of the Company and that the Employee's employment is terminated Company will not enter into this Agreement but for any reason (including such agreements and covenants. Accordingly, Executive covenants and agrees as follows: 5.1.1 Except as otherwise provided for in this Agreement, during the non-renewal Term of this Agreement in accordance with Section 2(b) above)Executive shall not, during the 18-month period following such termination, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of the date of termination; or, without limiting the generality of the foregoing, by or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerExecutive, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withany individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business or organization that engages in competition with any products of the FIRSTPLUS Companies within Company which are either offered or are being developed by the meaning Company as of Section 8(d), the date of termination; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Executive may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America. 5.1.2 During the Term of this Agreement and, for one year thereafter (b"Termination Period"), Executive shall not, directly or indirectly, (i) induce or attempt to influence any employee of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who shall have been employed by the Company within the one (1) year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was a customer or supplier of the Company during any portion of said period to transact business with a competitor of the Company in Company's business. 5.1.3 During the Term of this Agreement, the Termination Period and any time thereafter, Executive shall not disclose to anyone any information about the confidential or proprietary affairs of the Company, including without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for his own benefit. 5.2 If Executive breaches Subsection 5.1 (the "Restrictive Covenants"), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. 5.2.1 Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Subsection 5.1.1, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity or proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 5.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the 4 generally of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 5.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the FIRSTPLUS Companies at any time during breadth of such scope or otherwise, it is the six months prior to the Employee's termination, to leave the employ intention of the FIRSTPLUS Companies, parties hereto that such determination not bar or in any way interfere with affect the relationship between any Company's right of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, relief provided above in the event that courts of any other jurisdictions within the Employee's employment is terminated for any reason (including the non-renewal geographical scope of this Agreement such Restrictive Covenants, as to breaches of such covenants in accordance with Section 2(b) above), during the 18-month period following such terminationother respective jurisdictions, the Employee will not directly or indirectly hireabove covenants as they relate to each jurisdiction being, engagefor this purpose, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity severable into diverse and any of the FIRSTPLUS Companiesindependent covenants. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

Restrictive Covenants. 6.1 Consultant acknowledges that (i) THE COMPANY's business is or may become national or international in scope, (ii) his work for THE COMPANY has brought him and will continue to bring him into close contact with confidential information of THE COMPANY and its customers, and (iii) the agreements and covenants contained in this Section 6.1 are essential to protect the business interest of THE COMPANY and that THE COMPANY will not enter into this Agreement but for such agreements and covenants. Accordingly, the Consultant covenants and agrees as follows: (a) During Except as otherwise provided for in this Agreement, during the Employment Term of this Agreement and, in the event that the Employee's employment if this Agreement is terminated for any reason during the Term, for two (including 2) years following such date of termination (the non-renewal of this Agreement in accordance with Section 2(b) above"Termination Period"), during the 18-month period following such terminationConsultant shall not, the Employee will not directly or indirectly indirectly, compete with respect to any services or products of THE COMPANY which are either offered or are being developed by THE COMPANY as of the date of termination; or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a directorpartner, shareholder, owner, officer, executive employeedirector, managerConsultant, principal, agent, creditor, trustee, consultant, independent contractor, advisor co-venturer or otherwise) engage in competition withany individual, corporation, firm, association, partnership, joint venture or own any interest inother business entity, perform which competes with respect to any services for, participate in or be connected with any business products of THE COMPANY which are either offered or organization that engages in competition with any are being developed by THE COMPANY as of the FIRSTPLUS Companies within the meaning date of Section 8(d), termination; provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of Consultant may own, solely as an investment, not more than 2% one percent (1%) of the total shares any class of all classes of stock outstanding securities of any publicly held companycorporation in competition with THE COMPANY whose securities are traded on any national securities exchange in the United States of America, and may retain his ownership interest in those entities referred to in Section 4.1 above. (b) In During the event that the Employee's employment is terminated for any reason (including the non-renewal term of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationand, the Employee will not Consultant shall not, directly or indirectly hireindirectly, solicit, retain, compensate or otherwise (i) induce or attempt to induce influence any executive of THE COMPANY to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of THE COMPANY in any attempt to hire any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companiesshall have been employed by THE COMPANY, or (iii) induce or attempt to influence any person or business entity who was a customer or supplier of THE COMPANY during any portion of said period to transact business with a competitor of THE COMPANY in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereofCompany's business. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such terminationand thereafter, the Employee will Consultant shall not directly or indirectly hiredisclose to anyone any information about the affairs of THE COMPANY, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (e) In connection with the foregoing provisions of this Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitationstrade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to THE COMPANY or is not generally known in the relevant trade, nor shall the Consultant make use of any such information for his own benefit. 6.2 If the Consultant breaches, or threatens to commit a breach of Section 6.1 (the "Restrictive Covenants"), THE COMPANY shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to THE COMPANY at law or in equity. (a) The Consultant shall account for and pay over to THE COMPANY all compensation, profits, and other benefits, after taxes, which inure to Consultant's benefit which are reasonable and properly required for derived or received by the adequate protection Consultant or any person or business entity controlled by the Consultant resulting from any action or transactions constituting a breach of any of the current Restrictive Covenants. 6.2 (b) Notwithstanding the provisions of subsection 6.2(a) above, the Consultant acknowledges and future businesses agrees that in the event of a violation or threatened violation of any of the FIRSTPLUS Companiesprovisions of Section 6.1, THE COMPANY shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 6.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. It Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is understood held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such termination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 6.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect THE COMPANY's right to the relief provided above in the courts of any other jurisdictions within the geographical scope of such Restrictive Covenants, as to breaches of such covenants made by in such other respective jurisdictions, the Employee in above covenants as they relate to each jurisdiction being, for this Section 8 (purpose, severable into diverse and in Section 6 hereof) shall survive the expiration or termination of this Agreementindependent covenants.

Restrictive Covenants. (a) During the Employment Term andRestricted Period, each Class B Member shall not, and shall cause its Principals and Affiliates to not, directly or indirectly, without in each instance the prior written consent of the Managing Member: (i) invest in, own, manage, operate, finance, control, be employed by, or participate in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above)ownership, during the 18-month period following such terminationmanagement, the Employee will not directly operations, financing or indirectly (as control of, lend its name or a directorsimilar name to, officerlend its credit to, executive employee, manager, consultant, independent contractor, advisor render services or otherwise) engage in competition withadvice to, or own otherwise assist, any interest Person (other than to the Company or a Subsidiary of the Company) that engages in, perform owns, invests in, operates, manages or controls, any services forventure, participate business, or enterprise engaged in providing Competitive Investment Services in North America, Europe or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), Asia; provided, however, that a Class B Member may (A) own no more than 3% of any class of securities of any Person traded on any national securities exchange and no more than 5% of any class of securities of any Person whose securities are not traded on any national securities exchange (so long as such securities do not constitute more than 5% of the overall equity or voting power of such Person) and (B) may provide investment advice for managing the assets of himself or members of his Immediate Family; provided, further, that in the event a Class B Member’s employment is terminated by the Company or any of its Subsidiaries thereof other than a termination For Cause (as such term is defined in the Amended and Restated Operating Agreement of ▇▇▇▇ Group, LLC, as such is in effect from time to time), the provisions of this Section 8(a8.8(b)(i) shall automatically terminate with respect to, and no longer be applicable to, such Class B Member; (ii) solicit, hire or employ, or otherwise engage (or assist any other Person in soliciting, hiring, employing or otherwise engaging) as an employee, independent contractor or otherwise, any employee of the Company or any of its Subsidiaries who was employed or engaged by the Company or any of its Subsidiaries, or in any way interferes with any such person’s contractual arrangements or relationship with any of the Company or its Subsidiaries; (iii) solicit (or assist any other Person in soliciting) the business of any current, former or prospective Client of any of the Company or any of its Subsidiaries (excluding any Person that has not been a Client or prospective Client of the Company or any of its Subsidiaries within one year prior to such solicitation); provided, however, that a Class B Member shall not be deemed to prohibit the Employee's ownership be in violation of this Section 8.8(b)(iii) solely by virtue of such Class B Member’s employment by or association with a Person that such Class B Member does not more than 2% control (even if such Person solicits any such current former, or prospective Client of the total shares Company or any of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) aboveits Subsidiaries), during so long as the 18-month period following such terminationClass B Member is not engaged in, the Employee will does not participate in or encourage and is not directly or indirectly hire, solicit, retain, compensate in any way responsible for such solicitation or persuasion efforts; (iv) otherwise induce or attempt to induce (or assist any person who is and/or was an employee of other Person in inducing) any current, former or prospective Client to cease doing business with a the Company or any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companiesits Subsidiaries, or in any way interfere with the relationship between any of the FIRSTPLUS Companies current, former or prospective Client and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of themits Subsidiaries; (v) issue, have commenced soliciting prospective customers in such state, and have effectuated either disseminate or otherwise make public any written or oral statements likely to disparage or harm the business or reputation of the following: (i) the opening Company or any of an office in such state; or (ii) the hiring of one or more employees to be employed in such state its Subsidiaries or the assignment reputation of one any executive or more incumbent employees to solicit business in such state.employee of the Company or its Subsidiaries; or (evi) In connection with the foregoing provisions of this breach its covenants under Section 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the FIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement13.1.