Exhibit 10.10
COVENANT NOT TO COMPETE
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Comes Now ▇▇▇▇ ▇▇▇▇▇▇▇▇ and enters into this Covenant Not To Compete in
favor of Cascade Mountain Mining Company, Inc. ("the Company"):
WHEREAS:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") owns all of the capital stock of BH Holding
Company, Inc., ("BH") and ABS Holding Company, Inc. ("ABS"); and
BH and ABS are in the business of valet parking, parking management and
vehicle immobilization in Atlanta, Georgia; and
On or about November 4th, 2004 ▇▇▇▇▇▇▇▇ entered into a Stock Exchange
Agreement with the Company whereby ▇▇▇▇▇▇▇▇ received 32,600,000 shares of the
Company in exchange for all of the shares of BH and ABS ("the transaction"); and
As a material inducement for the Company to enter into the transaction,
▇▇▇▇▇▇▇▇ agreed to enter into this Covenant Not To Compete in favor of the
Company, and its successors and assigns.
Now Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, ▇▇▇▇▇▇▇▇ agrees to the following:
1. ▇▇▇▇▇▇▇▇ hereby covenants with the Company that for a period of three
(3) years from the date of the termination of his employment with the Company,
▇▇▇▇▇▇▇▇ will not, directly or indirectly, engage in, be employed in, or have
any interest in any occupation or business similar to or the same as that of BH
and ABS, that is valet parking, parking management and vehicle immobilization
(booting) within the southeastern United States, including without limitation
the states of Georgia, Alabama, Louisiana, Tennessee, Florida, South Carolina,
North Carolina and any other location where BH and ABS are conducting valet
parking, parking management and vehicle immobilization (booting) during said
three (3) year period. ▇▇▇▇▇▇▇▇ will not solicit for business any of BH and ABS
customers.
2. ▇▇▇▇▇▇▇▇ further covenants with the Company that for a period of three
(3) years from the date of the termination of his employment with the Company,
▇▇▇▇▇▇▇▇ will not solicit any of BH and ABS employees and independent
contractors to leave or terminate their employment with BH and ABS.
3. ▇▇▇▇▇▇▇▇ acknowledges that this Covenant Not To Compete is entered as a
part of and in connection with the transaction.
4. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their legal representatives, heirs, executors,
administrators, successors, assigns, affiliates, employees and agents.
5. This agreement constitutes the entire agreement between the parties
relating to the subject matter, and supercedes all prior agreements,
understandings or representations of the parties (oral or written) relating to
the same subject matter. It is declared by the parties hereto that there are no
oral agreements or undertakings between them affecting this Agreement.
6. Copies of all notices under this agreement shall be sent as follows:
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7. This agreement may not be modified or amended except by written
agreement signed by all the parties. No oral statement heretofore or hereafter
made shall affect or change this agreement in any respect.
8. The parties hereto agree that they have thoroughly discussed all aspects
of this agreement with their respective counsel, that they are fully aware of
their right to discuss any and all aspects of this matter with an attorney
chosen by them, that they have carefully read and fully understand all the
provisions of this agreement, and that they are freely and voluntarily entering
into this agreement.
9. Any dispute hereunder shall be heard only in the Superior or State Court
in ▇▇▇▇▇▇ County, Georgia, and the parties submit themselves to the jurisdiction
of said courts.
10. This agreement is made in Georgia, and it shall be construed,
interpreted and enforced in accordance with Georgia law.
11. The waiver by either party hereto of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by the parties.
12. Should any provision of this Agreement be declared invalid, the
remainder of this Agreement shall remain in full force and effect.
13. Separate counterparts or duplicate copies of this Agreement may be
signed by the parties hereto with the same effect as if all the parties had
subscribed and signed the original agreement.
14. ▇▇▇▇▇▇▇▇ acknowledges that if he were to violate the terms and
conditions of this Covenant Not To Compete that the Company would be irreparably
harmed, and would not have an adequate remedy at law. Therefore, ▇▇▇▇▇▇▇▇ agrees
that the Company is entitled to seek and receive injunctive relief if he should
violate the terms and conditions of this agreement.
15. This Covenant Not To Compete shall be null and void and of no effect if
▇▇▇▇▇▇▇▇ fulfils his obligations under the personal guaranty contained in the
Senior Secured Convertible Debenture that he executed as a part of this
transaction in favor of Hyde Investments, Ltd.
This 4th day of November 2004
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
CASCADE MOUNTAIN MINING COMPANY, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer