Common use of Confidential Information and Non-Competition Clause in Contracts

Confidential Information and Non-Competition. 13.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her employment pursuant to this Agreement, she will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her his employment pursuant to this Agreement, she he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she he is engaged by the Corporation pursuant to this Agreement, she he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she he shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she it will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her its personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 13.3 and 13.313.4, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her his employment. Accordingly, the Executive agrees that in the event her his employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her his employment with the Corporation, neither she he nor any employee or agent of the Executive shall, for a period of three four (34) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her his ability to secure comparable alternative employment following the termination of her his employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive Employee acknowledges and agrees that in performing the duties and responsibilities of her employment pursuant to this Agreement, she will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the TermEmployee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategy, and following the termination trade secrets, all of which constitute valuable assets of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 Employer. The Executive Employee further acknowledges and agrees that pursuant the disclosure of such information to competitors of the Employer would be detrimental to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property vital interests of the CorporationEmployer and would cause irreparable harm to the Employer's interests. Upon The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of the termination of the ExecutiveEmployee's employment and this Agreement for any reasonwith the Employer, the Executive shall return Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into Employee's duties as an employee of the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the CorporationEmployer, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulationgovernmental body, government body or authority or by court order. 13.5 , the Employee shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Executive Employee acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any all Confidential Information or other knowledge and experience acquired by is the Executive in relation to the business property of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following Employer and upon the termination of her employment. Accordingly, the Executive agrees that in the event her Employee's employment with the Corporation is terminated Employer ( for Cause by whatever reason, with or without just cause), the CorporationEmployee shall not be permitted to use or distribute or disclose such Confidential Information, for the Employee's own benefit, shall not remove or in copy any Confidential Information, for the event that Employee's own benefit, and shall return to the Executive voluntarily resigns her Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the CorporationEmployer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, neither with or without just cause), the Employee agrees that he or she nor shall not persuade or attempt to persuade any employee or agent the Employer to leave the employ of the Executive shallEmployer or any of it's affiliates, or to become employed by any person other than a third party person. STOCK: When the underwriting is successfully completed, Xx. Xxxxx Xxxxxxx will receive 150,000 shares of stock in SMS solutions which he agrees to place in escrow with the other employee stock for a period of three (3) months one year. It is understood that the stock will be free-trading stock that will only be sold on the agreement of the Chairman of the board of directors. Should Xx. Xxxxxxx be terminated before this agreement is completed the shares will be returned to the company on a pro-rata basis as follows: This agreement provides that Xx. Xxxxxxx must return to Xxxxxxxxxxxxxx.xxx Inc. for no consideration-- 100,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason one year from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business initial date of the Corporation or agreement and 50,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any Related Corporation, as such business was conducted as reason between one and two years from the initial date of the Termination Dateagreement. - ----------------------------- ---------------------- Accepted by: Xxxxxx Xxxxxxx, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the BusinessThe Employment Dated - ----------------------------- ---------------------- Accepted by: Xxxxxxx Xxxxxxx Dated Stock Market Solutions, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicitInc. 0000 X.X. Xxxxx Xxxxxxx Xxxxx 000-x Xxxx Xxxxxxxxxx, entice or attempt to solicit or enticeXX 00000 April 18, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.2002

Confidential Information and Non-Competition. 13.1 The Executive acknowledges 6.1 Employee covenants and agrees that in performing he will not, during the duties and responsibilities term of her his employment pursuant to this Agreementor at any time thereafter, she will occupy a position of high fiduciary trust and confidence except with the Corporationexpress prior written consent of the Board, pursuant directly or indirectly disclose, communicate or divulge to which she will develop and acquire wide experience and any Person, or use for the benefit of any Person, any knowledge or information with respect to all aspects the conduct or details of the Business carried on by the Corporation and its Related CorporationsCompany's business which he, acting reasonably, believes or should believe to be of a confidential nature and the manner disclosure of which to not be in which such Business is conducted. It is the Company's interest. 6.2 Employee covenants and agrees that he will not, during the term of his employment hereunder and for so long as Employee receives benefits hereunder, except with the express intent and agreement prior written consent of the Executive and Board, directly or indirectly, whether as employee, owner, partner, consultant, agent, director, officer, shareholder or in any other capacity, engage in or assist any Person to engage in any act or action which he, acting reasonably, believes or should believe would be harmful or inimical to the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation Company. (A) Employee covenants and its Related Corporationsagrees that he will not, and not except with the express prior written consent of the Board, in any manner detrimental to them. The Executive therefore agrees thatcapacity (including, so long as she is engaged by but not limited to, owner, partner, shareholder, consultant, agent, employee, officer, director or otherwise), directly or indirectly, for his own account or for the Corporation pursuant to this Agreementbenefit of any Person, she shall not establish, engage or participate in or otherwise be connected with any practice or business that which competes with the Business businesses conducted by the Company or any of its subsidiaries, in any geographic area in which the Corporation or Company and its Related Corporations. It subsidiaries is then conducting such business, except that the foregoing shall not be considered prohibit Employee from owning as a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more less than 5% of the outstanding securities voting stock of a business or corporation an issuer whose shares trade on a recognized stock exchangeis publicly traded. 13.2 (B) The Executive agrees that during provisions of Section 6.3(A) shall be applicable commencing on the Term, date of this Agreement and ending two (2) years following the effective date of termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property . 6.4 The parties agree that any breach by Employee of any of the Corporationcovenants or agreements contained in this Section 6 will result in irreparable injury to the Company for which money damages could not adequately compensate the Company and therefore, in the event of any such breach, the Company shall be entitled (in addition to any other rights and remedies which it may have at law or in equity) to have an injunction issued by any competent court enjoining and restraining Employee and/or any other Person involved therein from continuing such breach. Upon termination The existence of any claim or cause of action which Employee may have against the ExecutiveCompany or any other Person (other than a claim for the Company's employment and breach of this Agreement for any reason, the Executive failure to make payments hereunder) shall return not constitute a defense or bar to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course enforcement of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in such covenants. In the event that of any Confidential Information or other knowledge and experience acquired alleged breach by the Executive in relation to the business Employee of any of the Corporation were disclosed to a competitor of the Corporation covenants or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out agreements contained in this Section 13.5 6, the Company shall apply only within North America or to continue any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any all of the obligations payments due Employee under this Article 13, Agreement until such time as a Court shall enter a final and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for unappealable order finding such a breach. Accordingly; provided, that the Executive agrees foregoing shall not preclude a Court from ordering Employee to repay such payments made to him for the period after the breach is determined to have occurred or from ordering that payments hereunder be permanently terminated in the event of a breach or a threatened breach by the Executive of material and willful breach. 6.5 If any portion of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies covenants or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions agreements contained in this Article 13 are reasonable Section 6, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and necessary shall be given full force and effect without regard to protect the legitimate proprietary interests of invalid or unenforceable portions to the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reasonfullest extent possible. If any covenant or provision agreement in this Section 6 is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, then the court making such determination shall have the power to reduce the area and/or duration and/or limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. 6.6 For purposes of this Article 13 is determined to be void or unenforceable in whole or in partSection 6, for the term the "Company" shall include the Company, any reasonsuccessor of the Company under Section 7 hereof, it shall be deemed not to affect or impair and all present and future direct and indirect subsidiaries and affiliates of the validity of any other covenant or provision of this Agreement, which shall remain in full force and effectCompany. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her employment pursuant to this Agreement, she will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's ’s employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's ’s employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's ’s possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 13.3 and 13.313.4, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three four (34) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her his employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive When and if required, PARTY A will furnish PARTY B the necessary information so that PARTY B can fulfill its obligations hereunder regarding the registration of the Product to be distributed in the Territory. This information shall constitute part of the Confidential Information defined in Section 1.1(d). 13.2 From time to time, PARTY A may periodically provide PARTY B with new or up-graded data that has become available, documentation, tests, reports or other pertinent information relating to the Product or otherwise, which information will also form part of the Confidential Information and which will assist in keeping PARTY B knowledgeable in regard to the Product and maintaining a competitive edge in the marketing and sales of the Product. 13.3 PARTY B acknowledges and agrees that in performing its relationship with PARTY A and/or by virtue of the duties and responsibilities performance of her employment pursuant to this Agreement, she it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will occupy be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of any of which to competitors of PARTY A or to the general public would be highly detrimental to the best interests of PARTY A. PARTY B further acknowledges that the right to maintain confidential such Confidential Information constitutes a position proprietary right of high fiduciary trust and confidence with the CorporationPARTY A, pursuant which PARTY A is entitled to which she will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporationsprotect. Accordingly, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging notwithstanding anything to the Corporation or its Related Corporationscontrary herein expressed, PARTY B covenants and agrees with PARTY A: (a) that it shall not use or disclose copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its appointment as a PARTY B hereunder and only in the best interests of PARTY A; (b) that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of PARTY A) either individually, or in partnership or jointly, or in conjunction with any other Person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of PARTY A; (c) that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any unauthorized personsPerson, including by any of its Representatives, except with to the prior express written consent extent necessary to discharge its duties and obligations hereunder and only in the best interests of PARTY A; (d) in furtherance of the Corporationabove, or otherwise as required PARTY B will advise its Representatives, and any other Persons who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by law. 13.3 The Executive further acknowledges and agrees that pursuant this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement, she will acquire Company Property which is Agreement and shall remain maintain the sole and exclusive property confidentiality of the CorporationConfidential Information. Upon termination Notwithstanding any such agreement, by any of such Representatives, PARTY B acknowledges that it shall be fully responsible and liable to PARTY A for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of PARTY B’s Representatives, and/or any other Persons given access to the Confidential Information, of the Executive's employment restrictive covenants contained herein. 13.4 PARTY B shall not, directly or indirectly, develop, manufacture or distribute any products similar to or competitive with the Product in the Territory or elsewhere. PARTY B hereby further covenants and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession agrees that during the course Term of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time # (#) year following the termination of her employment. Accordinglythis Agreement PARTY B shall not, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporationwhatever reason, either individually or in the event that the Executive voluntarily resigns her employment partnership or jointly or in conjunction with the Corporationany Person as principal, neither she nor any employee or agent of the Executive shallagent, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, directoremployee, shareholder, owner, partnerinvestor, member, joint venturer, employee, independent contractor, consultant, advisor partner or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporationother manner whatsoever, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit its name or any customer part thereof to be used or prospective customer employed by any Person engaged in or concerned with or interested in, the business of manufacturing, developing, producing, marketing, distributing, supplying or selling, for wholesale or retail, nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for, any products similar to or competitive with the Product within the Territory. 13.5 PARTY B acknowledges that the restrictions contained in Sections 13.3 and 13.4 are reasonable and valid and necessary for the protection of the Corporation or business and operations of PARTY A and that any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee breach of the Corporation or any Related Corporation as at the Termination Date, provisions will cause PARTY A substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. PARTY A. Accordingly, the Executive agrees it is expressly agreed by PARTY B that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seeksuch breach, in addition to any other rights, remedies or damages which may be available to it, PARTY A shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin PARTY B from any further breach of the Corporation at law or in equity, an interim terms hereof and permanent injunction, in order PARTY B hereby waives all defences to prevent or restrain any such breach or threatened breach the strict enforcement by PARTY A of the Executiverestrictions herein. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the 13.6 Upon termination of this Agreement for any reason, PARTY B shall immediately return to PARTY A any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any Person for any purpose whatsoever.

Confidential Information and Non-Competition. 13.1 The 9.1 Executive acknowledges covenants and agrees that in performing he will not, during the duties and responsibilities Term of his/her employment pursuant to this Agreementor at any subsequent time, she will occupy a position of high fiduciary trust and confidence except with the Corporationexpress prior written consent of the Board, pursuant directly or indirectly disclose, communicate or divulge to which she will develop and acquire wide experience and any Person, or use for the benefit of any Person, any knowledge or information with respect to all aspects the conduct or details of Metro's business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which to not be in Metro's interest. 9.2 Executive covenants and agrees that he will not, during the Term of his/her employment, except with the express prior written consent of the Business carried on by the Corporation and its Related CorporationsBoard, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporationsdirectly or indirectly, and not whether as employee, owner, partner, consultant, agent, director, officer, shareholder or in any manner detrimental other capacity, engage in or assist any Person to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice act or business action which he, acting reasonably, believes or should believe would be harmful or inimical to the interests of Metro. (A) Executive covenants and agrees that competes he will not, except with the Business express prior written consent of the Corporation Board, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, officer, director or otherwise), directly or indirectly, for his/her own account or for the benefit of any Person, establish, engage or participate in or otherwise be connected with any commercial banking business which conducts business in any geographic area in which Metro and its Related Corporations. It subsidiaries is then conducting such business except that the foregoing shall not be considered prohibit Executive from owning as a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more less than 5% of the outstanding securities voting stock of a business or corporation an issuer whose shares trade on a recognized stock exchangeis publicly traded. 13.2 (B) The Executive agrees that during provisions of Section 9.3(A) shall be applicable commencing on the Term, date of this Agreement and following the termination ending on one of the Executive's employment for any reasonfollowing periods, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except as applicable: (i) If this Agreement is terminated by Metro in accordance with the prior express written consent provisions of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms Section 1.2 of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property effective date of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (bii) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer If Executive voluntarily terminates his/her employment one year following the effective date of the Corporation or any Related Corporation as at the Termination Date, to become a customer termination of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Datethis Agreement; or (ciii) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected If this Agreement is terminated in accordance with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of either Section 7.1 or 7.2 of this Article 13Agreement, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment six (6) months following the effective date of termination of her employment for this Agreement; provided however, that if Metro is prohibited by any reason. If any covenant governmental agency regulating the affairs of Metro or provision of this Article 13 is determined to be void or unenforceable Bank from paying Executive, in whole or in part, for any reasonthe severance pay described in Paragraphs 7.1(ii) or 7.2( ii), it then the provisions of Section 9.3(A) shall be deemed not to affect or impair end on the validity effective date of any other covenant or provision termination of this Agreement, which shall remain in full force and effect. 13.8 9.4 The provisions parties agree that any breach by Executive of any of the covenants or agreements contained in this Section 9 will result in irreparable injury to Metro for which money damages could not adequately compensate Metro and therefore, in the event of any such breach, Metro shall be entitled (in addition to any other rights and remedies which it may have at law or in equity) to have an injunction issued by any competent court enjoining and restraining Executive and/or any other Person involved from continuing such breach. The existence of any claim or cause of action which Executive may have against Metro or any other Person (other than a claim for Metro's breach of this Article 13 Agreement for failure to make payments hereunder) shall remain not constitute a defense or bar to the enforcement of such covenants. In the event of any alleged breach by Executive of any of the covenants or agreements contained in this Section 9, Metro shall continue any and all of the payments due Executive under this Agreement until such time as a Court shall enter a final and unappealable order finding such a breach; provided, that the foregoing shall not preclude a Court from ordering Executive repay such payments made to him/her for the period after the breach is determined to have occurred or from ordering that payments hereunder be permanently terminated in the event of a material and willful breach. 9.5 If any portion of the covenants or agreements contained in this Section 9, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and shall be given full force and effect notwithstanding without regard to the termination invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 9 is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, then the court making such determination shall have the power to reduce the area and/or duration and/or limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. 9.6 For purposes of this Agreement for Section 9, the term "Metro" shall include Metro, any reasonsuccessor of Metro under Section 10 hereof, and all present and future direct and indirect subsidiaries and affiliates of Metro including, but not limited to, Bank.

Confidential Information and Non-Competition. 13.1 12.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her his employment pursuant to this Agreement, she he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business business carried on by the Corporation and its Related Corporations, and the manner in which such Business business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she he is engaged employed by the Corporation pursuant to this Agreement, she he shall not engage in any practice business activity that competes, whether directly or business that competes indirectly, with the Business business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 12.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that do not compete directly or indirectly with the Businessbusiness of the Corporation, provided that or where such investment does constitutes not constitute more than five percent (5% %) of the outstanding securities of a business or corporation whose shares trade are traded on a recognized stock national securities exchange. 13.2 12.2 The Executive further acknowledges and agrees that in performing the duties and responsibilities of his employment pursuant to this Agreement, he will become knowledgeable with respect to a wide variety of Confidential Information which is the sole and exclusive property of the Corporation or its Related Corporations, the disclosure or misuse of which would cause irreparable harm to the Corporation or its Related Corporations. The Executive therefore agrees that during the TermTerm of this Agreement, and following the termination of the Executive's ’s employment for any reason, she he shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to for any unauthorized personspurpose other than the bona fide performance of his duties under this Agreement, except with the prior express written consent of the board of directors of the Corporation, or otherwise as required by law. 13.3 12.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she he will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's ’s employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's ’s possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her his personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 12.4 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her his employment. Accordingly, the Executive agrees that in the event her his employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her his employment with the Corporation, neither she he nor any employee or agent of the Executive shall, for a period of three four (34) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that do not compete directly or indirectly with the Businessbusiness of the Corporation, provided that or where such investment does constitutes not constitute more than five percent (5% %) of the outstanding securities of a business or corporation whose shares trade are traded on a recognized stock national securities exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 12.4 shall apply only within North America the Territory or to any business that directly relates to North Americathe Territory. 13.6 12.5 In the event that the Executive’s employment is terminated by the Executive as the result of a Change of Control or a Triggering Event in accordance with Section 10.2, or by the Corporation for any reason other than Cause, the restrictions set out in Section 12.4 shall apply for the shorter of the duration of the Notice Period or, in the event the Agreement is terminated during the three (3) month period immediately following the Effective Date, the duration of that three (3) month period. 12.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 1312, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 1312, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 12.7 The Executive hereby agrees that all restrictions contained in this Article 13 12 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her his ability to secure comparable alternative employment following the termination of her his employment for any reason. If any covenant or provision of this Article 13 12 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her his employment pursuant to this Agreement, she he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she he is engaged by the Corporation pursuant to this Agreement, she he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she he shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she he will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her his personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her his employment. Accordingly, the Executive agrees that in the event her his employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her his employment with the Corporation, neither she he nor any employee or agent of the Executive shall, for a period of three four (34) months from the Termination Date, without the prior consent of the Corporation: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her his ability to secure comparable alternative employment following the termination of her his employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The (a) Executive acknowledges that as a result of his employment by the Company, Executive will obtain secret and agrees confidential information as to the Company and its affiliated entities, that in performing the duties Company and responsibilities of her employment pursuant its affiliated entities will suffer substantial damage, which would be difficult to this Agreementascertain, she will occupy a position of high fiduciary trust and confidence if Executive shall enter into Competition (as defined below) with the Corporation, pursuant to which she will develop Company or any of its affiliated entities and acquire wide experience and knowledge with respect to all aspects that because of the Business carried on nature of the information that will be known to Executive it is necessary for the Company and its affiliated entities to be protected by the Corporation prohibition against Competition set forth herein, as well as the confidentiality restrictions set forth herein. Executive acknowledges that the provisions of this Agreement are reasonable and necessary for the protection of the business of the Company and its Related Corporations, affiliated entities and the manner in which such Business is conducted. It is the express intent and agreement that part of the compensation paid to Executive and is in consideration for the Corporation agreements in this Section 3. (b) Competition shall mean: (i) participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, Executive, director, joint venturer, investor, lender, consultant or in any capacity whatsoever in the State of New York in a business in competition with the electronics components distribution business conducted by the Company or its affiliated entities during the period that Executive is employed by the Company (the "Employment Term"); provided, however, that such knowledge and experience prohibited participation shall be used solely and exclusively in furtherance not include: (A) the mere ownership of not more than one percent (1%) of the Business interests total outstanding stock of a publicly held company; (B) the Corporation and its Related Corporationsperformance of services for any enterprise to the extent such services are not performed, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Businessindirectly, provided that such investment does not constitute more than 5% of the outstanding securities of for a business in the aforesaid Competition; or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for (C) any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except activity engaged in with the prior express written approval of the Board of Directors of the Company. (ii) recruiting, soliciting or inducing any nonclerical employee or employee of the Company or its affiliated entities to terminate their employment with, or otherwise cease their relationship with, the Company or its affiliated entities or hiring or assisting another person or entity to hire any nonclerical employee of the Company or its affiliated entities. Notwithstanding the foregoing, if requested by an entity with which Executive is not affiliated, Executive may serve as a reference for any person who at the time of the request is not an employee of the Company or any of its affiliated entities. If any restriction set forth in above items (i) and/or (ii) is found by any court of competent jurisdiction, or an arbitrator, to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) During and after the Employment Term, Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliated entities all secret or confidential information, knowledge or data relating to the Company and its affiliated entities, and their respective businesses, including any confidential information as to customers or vendors of the Company or its affiliated entities, (i) obtained by Executive during his employment by the Company or its affiliated entities; and (ii) not otherwise public knowledge or known within the Company's or its affiliated entities' industries. Executive shall not, without prior written consent of the CorporationCompany, unless compelled pursuant to the order of a court or otherwise as required other governmental or legal body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company in protecting such information to the extent possible under applicable law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. (d) Upon termination of the Executive's employment and this Agreement for with the Company, or at any reasonother time as the Company may request, the Executive shall return will promptly deliver to the Corporation Company all Company Propertydocuments which Executive may possess or have under his direction or control (whether prepared by the Company, together with any copies an affiliated entity, Executive or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging a third party) relating to the Corporation, Company or its Related Corporationsaffiliated entities or any of their respective businesses or properties. 13.4 Notwithstanding (e) During the provision of 13.2 Employment Term and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three one (31) months from year following termination thereof, Executive shall not enter into Competition with the Termination Date:Company or any of its affiliated entities. (af) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in In the event of a breach or a threatened potential breach by of this Section 3, Executive acknowledges that the Executive of any of Company and its affiliated entities will be caused irreparable injury and that money damages may not be an adequate remedy and agree that the affiliated entities shall be entitled to injunctive relief (in addition to its other remedies at law) to have the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the ExecutiveSection 3 enforced. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her his employment pursuant to this Agreement, she he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she he is engaged by the Corporation pursuant to this Agreement, she he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she he shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she he will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her his personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her his employment. Accordingly, the Executive agrees that in the event her his employment with the Corporation is terminated for Cause any reason by the Corporation, or in the event that the Executive voluntarily resigns her his employment with the Corporation, neither she he nor any employee or agent of the Executive shall, for a period of three one (31) months year from the Termination Date: (a) without the prior consent of the Corporation where such consent shall not be unreasonably withheld, be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her his ability to secure comparable alternative employment following the termination of her his employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her his employment pursuant to this Agreement, she he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she he is engaged by the Corporation pursuant to this Agreement, she he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she he shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she he will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her his personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her his employment. Accordingly, the Executive agrees that in the event her his employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her his employment with the Corporation, neither she he nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her his ability to secure comparable alternative employment following the termination of her his employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive acknowledges 6.1 Employee covenants and agrees that in performing he will not, during the duties and responsibilities term of her his employment pursuant to this Agreementor at any time thereafter, she will occupy a position of high fiduciary trust and confidence except with the Corporationexpress prior written consent of the Board, pursuant directly or indirectly disclose, communicate or divulge to which she will develop and acquire wide experience and any Person, or use for the benefit of any Person, any knowledge or information with respect to all aspects the conduct or details of the Business carried on by the Corporation and its Related CorporationsCompany's business which he, acting reasonably, believes or should believe to be of a confidential nature and the manner disclosure of which to not be in which such Business is conducted. It is the Company's interest. 6.2 Employee covenants and agrees that he will not, during the term of his employment hereunder and for so long as Employee receives benefits hereunder, except with the express intent and agreement prior written consent of the Executive and Board, directly or indirectly, whether as employee, owner, partner, consultant, agent, director, officer, shareholder or in any other capacity, engage in or assist any Person to engage in any act or action which he, acting reasonably, believes or should believe would be harmful or inimical to the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation Company. (A) Employee covenants and its Related Corporationsagrees that he will not, and not except with the express prior written consent of the Board, in any manner detrimental to them. The Executive therefore agrees thatcapacity (including, so long as she is engaged by but not limited to, owner, ypartner, shareholder, consultant, agent, employee, officer, director or otherwise), directly or indirectly, for his own account or for the Corporation pursuant to this Agreementbenefit of any Person, she shall not establish, engage or participate in or otherwise be connected with any practice or business that which competes with the Business businesses conducted by the Company or any of its subsidiaries, in any geographic area in which the Corporation or Company and its Related Corporations. It subsidiaries is then conducting such business, except that the foregoing shall not be considered prohibit Employee from owning as a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more less than 5% of the outstanding securities voting stock of a business or corporation an issuer whose shares trade on a recognized stock exchangeis publicly traded. 13.2 (B) The Executive agrees that during provisions of Section 6.3(A) shall be applicable commencing on the Term, date of this Agreement and ending two (2) years following the effective date of termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property . 6.4 The parties agree that any breach by Employee of any of the Corporationcovenants or agreements contained in this Section 6 will result in irreparable injury to the Company for which money damages could not adequately compensate the Company and therefore, in the event of any such breach, the Company shall be entitled (in addition to any other rights and remedies which it may have at law or in equity) to have an injunction issued by any competent court enjoining and restraining Employee and/or any other Person involved therein from continuing such breach. Upon termination The existence of any claim or cause of action which Employee may have against the ExecutiveCompany or any other Person (other than a claim for the Company's employment and breach of this Agreement for any reason, the Executive failure to make payments hereunder) shall return not constitute a defense or bar to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course enforcement of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in such covenants. In the event that of any Confidential Information or other knowledge and experience acquired alleged breach by the Executive in relation to the business Employee of any of the Corporation were disclosed to a competitor of the Corporation covenants or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out agreements contained in this Section 13.5 6, the Company shall apply only within North America or to continue any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any all of the obligations payments due Employee under this Article 13, Agreement until such time as a Court shall enter a final and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for unappealable order finding such a breach. Accordingly; provided, that the Executive agrees foregoing shall not preclude a Court from ordering Employee to repay such payments made to him for the period after the breach is determined to have occurred or from ordering that payments hereunder be permanently terminated in the event of a breach or a threatened breach by the Executive of material and willful breach. 6.5 If any portion of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies covenants or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions agreements contained in this Article 13 are reasonable Section 6, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and necessary shall be given full force and effect without regard to protect the legitimate proprietary interests of invalid or unenforceable portions to the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reasonfullest extent possible. If any covenant or provision agreement in this Section 6 is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, then the court making such determination shall have the power to reduce the area and/or duration and/or limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. 6.6 For purposes of this Article 13 is determined to be void or unenforceable in whole or in partSection 6, for the term the "Company" shall include the Company, any reasonsuccessor of the Company under Section 7 hereof, it shall be deemed not to affect or impair and all present and future direct and indirect subsidiaries and affiliates of the validity of any other covenant or provision of this Agreement, which shall remain in full force and effectCompany. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive When and if required, OWNER will furnish DISTRIBUTOR the necessary information so that DISTRIBUTOR can fulfill its obligations hereunder regarding the registration of the Product to be distributed in the Territory. This information shall constitute part of the Confidential Information defined in Section 1.1(d). From time to time, OWNER may periodically provide DISTRIBUTOR with new or up-graded data that has become available, documentation, tests, reports or other pertinent information relating to the Product or otherwise, which information will also form part of the Confidential Information and which will assist in keeping DISTRIBUTOR knowledgeable in regard to the Product and maintaining a competitive edge in the marketing and sales of the Product. DISTRIBUTOR acknowledges and agrees that in performing its relationship with OWNER and/or by virtue of the duties and responsibilities performance of her employment pursuant to this Agreement, she it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will occupy be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of any of which to competitors of OWNER or to the general public would be highly detrimental to the best interests of OWNER. DISTRIBUTOR further acknowledges that the right to maintain confidential such Confidential Information constitutes a position proprietary right of high fiduciary trust and confidence with the CorporationOWNER, pursuant which OWNER is entitled to which she will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporationsprotect. Accordingly, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging notwithstanding anything to the Corporation or its Related Corporationscontrary herein expressed, DISTRIBUTOR covenants and agrees with OWNER: that it shall not use or disclose copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its appointment as a DISTRIBUTOR hereunder and only in the best interests of OWNER; that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of OWNER) either individually, or in partnership or jointly, or in conjunction with any other Person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of OWNER; that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any unauthorized personsPerson, including by any of its Representatives, except with to the prior express written consent extent necessary to discharge its duties and obligations hereunder and only in the best interests of OWNER; in furtherance of the Corporationabove, or otherwise as required DISTRIBUTOR will advise its Representatives, and any other Persons who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by law. 13.3 The Executive further acknowledges and agrees that pursuant this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement, she will acquire Company Property which is Agreement and shall remain maintain the sole and exclusive property confidentiality of the CorporationConfidential Information. Upon termination Notwithstanding any such agreement, by any of such Representatives, DISTRIBUTOR acknowledges that it shall be fully responsible and liable to OWNER for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of DISTRIBUTOR’s Representatives, and/or any other Persons given access to the Confidential Information, of the Executive's employment restrictive covenants contained herein. DISTRIBUTOR shall not, directly or indirectly, develop, manufacture or distribute any products similar to or competitive with the Product in the Territory or elsewhere. DISTRIBUTOR hereby further covenants and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession agrees that during the course Term of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time one (1) year following the termination of her employment. Accordinglythis Agreement DISTRIBUTOR shall not, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporationwhatever reason, either individually or in the event that the Executive voluntarily resigns her employment partnership or jointly or in conjunction with the Corporationany Person as principal, neither she nor any employee or agent of the Executive shallagent, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, directoremployee, shareholder, owner, partnerinvestor, member, joint venturer, employee, independent contractor, consultant, advisor partner or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporationother manner whatsoever, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit its name or any customer part thereof to be used or prospective customer employed by any Person engaged in or concerned with or interested in, the business of manufacturing, developing, producing, marketing, distributing, supplying or selling, for wholesale or retail, nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for, any products similar to or competitive with the Product within the Territory. DISTRIBUTOR acknowledges that the restrictions contained in Sections 13.3 and 13.4 are reasonable and valid and necessary for the protection of the Corporation or business and operations of OWNER and that any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee breach of the Corporation or any Related Corporation as at the Termination Date, provisions will cause OWNER substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breachOWNER. Accordingly, the Executive agrees it is expressly agreed by DISTRIBUTOR that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seeksuch breach, in addition to any other rights, remedies or damages which may be available to the Corporation at law it, OWNER shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or in equity, an interim and permanent injunction, in order appropriate to prevent restrain or restrain enjoin DISTRIBUTOR from any such further breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, terms hereof and will not unduly restrict her ability DISTRIBUTOR hereby waives all defences to secure comparable alternative employment following the termination strict enforcement by OWNER of her employment for any reasonthe restrictions herein. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the Upon termination of this Agreement for any reason, DISTRIBUTOR shall immediately return to OWNER any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any Person for any purpose whatsoever.

Confidential Information and Non-Competition. 13.1 The Executive When and if required, WOLF GUARD will furnish DISTRIBUTOR the necessary information so that DISTRIBUTOR can fulfill its obligations hereunder regarding the registration of the Product to be distributed in the Territory. This information shall constitute part of the Confidential Information defined in Section 1.1(d). From time to time, WOLF GUARD may periodically provide DISTRIBUTOR with new or up-graded data that has become available, documentation, tests, reports or other pertinent information relating to the Product or otherwise, which information will also form part of the Confidential Information and which will assist in keeping DISTRIBUTOR knowledgeable in regard to the Product and maintaining a competitive edge in the marketing and sales of the Product. DISTRIBUTOR acknowledges and agrees that in performing its relationship with WOLF GUARD and/or by virtue of the duties and responsibilities performance of her employment pursuant to this Agreement, she it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will occupy be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of any of which to competitors of WOLF GUARD or to the general public would be highly detrimental to the best interests of WOLF GUARD. DISTRIBUTOR further acknowledges that the right to maintain confidential such Confidential Information constitutes a position proprietary right of high fiduciary trust and confidence with the CorporationWOLF GUARD, pursuant which WOLF GUARD is entitled to which she will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporationsprotect. Accordingly, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging notwithstanding anything to the Corporation or its Related Corporationscontrary herein expressed, DISTRIBUTOR covenants and agrees with WOLF GUARD: that it shall not use or disclose copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its appointment as a DISTRIBUTOR hereunder and only in the best interests of WOLF GUARD; that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of WOLF GUARD) either individually, or in partnership or jointly, or in conjunction with any other Person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of WOLF GUARD; that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any unauthorized personsPerson, including by any of its Representatives, except with to the prior express written consent extent necessary to discharge its duties and obligations hereunder and only in the best interests of WOLF GUARD; in furtherance of the Corporationabove, or otherwise as required DISTRIBUTOR will advise its Representatives, and any other Persons who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by law. 13.3 The Executive further acknowledges and agrees that pursuant this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement, she will acquire Company Property which is Agreement and shall remain maintain the sole and exclusive property confidentiality of the CorporationConfidential Information. Upon termination Notwithstanding any such agreement, by any of such Representatives, DISTRIBUTOR acknowledges that it shall be fully responsible and liable to WOLF GUARD for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of DISTRIBUTOR’s Representatives, and/or any other Persons given access to the Confidential Information, of the Executive's employment restrictive covenants contained herein. DISTRIBUTOR shall not, directly or indirectly, develop, manufacture or distribute any products similar to or competitive with the Product in the Territory or elsewhere. DISTRIBUTOR hereby further covenants and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession agrees that during the course Term of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time one (1) year following the termination of her employment. Accordinglythis Agreement DISTRIBUTOR shall not, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporationwhatever reason, either individually or in the event that the Executive voluntarily resigns her employment partnership or jointly or in conjunction with the Corporationany Person as principal, neither she nor any employee or agent of the Executive shallagent, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, directoremployee, shareholder, owner, partnerinvestor, member, joint venturer, employee, independent contractor, consultant, advisor partner or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporationother manner whatsoever, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit its name or any customer part thereof to be used or prospective customer employed by any Person engaged in or concerned with or interested in, the business of manufacturing, developing, producing, marketing, distributing, supplying or selling, for wholesale or retail, nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for, any products similar to or competitive with the Product within the Territory. DISTRIBUTOR acknowledges that the restrictions contained in Sections 13.3 and 13.4 are reasonable and valid and necessary for the protection of the Corporation or business and operations of WOLF GUARD and that any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee breach of the Corporation or any Related Corporation as at the Termination Date, provisions will cause WOLF GUARD substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breachWOLF GUARD. Accordingly, the Executive agrees it is expressly agreed by DISTRIBUTOR that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seeksuch breach, in addition to any other rights, remedies or damages which may be available to the Corporation at law it, WOLF GUARD shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or in equity, an interim and permanent injunction, in order appropriate to prevent restrain or restrain enjoin DISTRIBUTOR from any such further breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, terms hereof and will not unduly restrict her ability DISTRIBUTOR hereby waives all defences to secure comparable alternative employment following the termination strict enforcement by WOLF GUARD of her employment for any reasonthe restrictions herein. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the Upon termination of this Agreement for any reason, DISTRIBUTOR shall immediately return to WOLF GUARD any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any Person for any purpose whatsoever.

Confidential Information and Non-Competition. 13.1 13.1. The information of any nature on the business, projections, strategies, operations and condition of the Company which come to be shared with (a) the Stockholders or their representatives and/or (b) the members of the Board of Directors and Executive acknowledges Officers of the Company, should be handled by them in absolute secrecy and agrees that reserve, and its use and/or spreading outside the Company shall not be allowed, except for performing legal or regulatory obligations the Stockholders are subject to. 13.2. During the term hereof, the Company should be the only vehicle of the Stockholders and their Affiliated Companies with regard to the activities in performing the duties self-service wholesale line of business in the food sector of the State of São Paulo. The activities already developed by the Stockholders and responsibilities their Affiliated Companies before October 2007 of her employment pursuant hypermarket, supermarket and shopping center may be maintained and shall not configure breach of duty undertook within this Article 13.2. 13.3. If GPA wishes to this Agreementdevelop or receives, she will occupy from a position third party, a proposal for developing or acquiring a business involving self-service wholesale activities in the food sector in other states of high fiduciary trust and confidence with the CorporationFederative Republic of Brazil other than the State of São Paulo (“Business Opportunity”), pursuant to which she will develop and acquire wide experience and knowledge with respect to all aspects GPA should notify the Company previously, informing the detailed conditions of the Business carried Opportunity, within up to thirty (30) days following receipt of referred proposal. The Company shall have thirty (30) days to inform its intention to exercise the right of first offer for acquisition or participation in any such Business Opportunity (''Right of First Offer"), 13.3.1. GPA commits to refrain from voting at the respective general meeting and have its representatives at the Board of Directors refrain from voting at a meeting the agenda of which is to deliberate on the exercise or non-exercise of the Right of First Offer. Should the Company choose not to exercise the Right of First Offer or should fail to exercise it in due time, GPA may freely contract with third parties, without detriment to provision in this Article 13. 13.3.2. The Right of First Offer having been exercised in due time by the Corporation and its Related CorporationsCompany, and GPA commits to inform the manner in which such Business is conducted. It is the express intent and agreement third party of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance exercise of the Business interests right of First Offer, the Company committing to freely transact with the referred third party. 13.4. The Stockholders commit not to perform or allow its Affiliated Companies to perform, whether directly or indirectly, any of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized personsacts, except with the prior express written consent if allowed within provisions of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of articles 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Dateabove: (a) be engagedparticipate, either directly or indirectly indirectly, in any manner includingpartnership, without limitationassociation, as an officer, director, shareholder, owner, partner, memberconsortium, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation venture or any Related Corporationother type of business the purpose of which is the self-service wholesale activity in the food sector; provided, as such business was conducted as of the Termination Datehowever, with the exception that the Executive may activities performed by the centralized trade area responsible for purchasing the goods and selling them to pre-filed and associated retail customers ("Business Center"), such as developed by GPA on this date shall not be involved considered as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% breach of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchangethis Article 13.4; (b) solicitexecute or render, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer kind of the Corporation services to partnerships, associations, consortia, joint ventures or any Related Corporation other type of business the purpose of which is the self-service wholesale activity in the food sector; except, however, that the Business Center activities, such as at the Termination Date, to become a customer developed by GPA on this date shall not be considered as breach of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; orthis Article 13.4; (c) solicit induce or enticetry to influence, or attempt to solicit or entice, either directly or indirectly, any employee or service provider of the Corporation Company or of its Affiliated Companies to terminate the employment contract, services contract or any Related Corporation other contract whatsoever executed with the Company or with its Affiliated Companies, as at the Termination Datecase may be; or (d) induce or try to influence any natural person, corporation, company, partnership, consortium, association, cooperative, trust, entity without legal personality or any other entity or organization, employee, agent, distributor, consultant, supplier or self-employed worker hired by the Company or by its Affiliated Companies, or keeping businesses with these, to become employed by terminate, reduce or connected with any business or enterprise which competes deviate the businesses maintained with the Corporation Company or any Related Corporation for any business with its Affiliated Companies, as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North Americaapplicable. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches 13.5. Provisions of items 13.2 to 13.4 hereof apply to any of the obligations under this Article 13Stockholders and their authorized successors while they hold, directly or indirectly, an interest in the Company capital. 13.5.1. During the term hereof and that monetary damages would be difficult to quantify and may be inadequate to compensate for a period of five (5) years following the Corporation for such a breach. Accordinglysale of the totality of the respective direct or indirect interests in the Company capital, the Executive agrees that Original Partners may not participate in self-service wholesale and retail activities in the event food sector. 13.5.2. The failure to meet the obligation not to compete shall subject the defaulter party to a non-compensation fine for the value of a breach or a threatened breach by the Executive of any of the provisions of this Article 13ten million Reais (R$10.000.000,00), the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available without detriment to the Corporation at law or in equity, an interim payment of losses and permanent injunction, in order to prevent or restrain any such breach or threatened breach damages caused by the Executiveit. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The (a) Executive acknowledges that as a result of his employment by the Company, Executive will obtain secret and agrees confidential information as to the Company and its affiliated entities, that in performing the duties Company and responsibilities of her employment pursuant its affiliated entities will suffer substantial damage, which would be difficult to this Agreementascertain, she will occupy a position of high fiduciary trust and confidence if Executive shall enter into Competition (as defined below) with the Corporation, pursuant to which she will develop Company or any of its affiliated entities and acquire wide experience and knowledge with respect to all aspects that because of the Business carried on nature of the information that will be known to Executive it is necessary for the Company and its affiliated entities to be protected by the Corporation prohibition against Competition set forth herein, as well as the confidentiality restrictions set forth herein. Executive acknowledges that the provisions of this Agreement are reasonable and necessary for the protection of the business of the Company and its Related Corporations, affiliated entities and the manner in which such Business is conducted. It is the express intent and agreement that part of the Executive and compensation paid under this Agreement is in consideration for the Corporation agreements in this Section 9. (b) Competition shall mean: (i) participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever (A) in the State of Florida or New York in a business in competition with the quick-service restaurant business or (B) in the United States, in a business in competition with the business of selling food products to the foodservice industry, in each case as conducted by the Company, its affiliated entities or its licensees during the Employment Term; provided, however, that such knowledge and experience prohibited participation shall be used solely and exclusively in furtherance not include: (x) the mere ownership of not more than one percent (1%) of the Business interests total outstanding stock of a publicly held company; (y) the Corporation and its Related Corporationsperformance of services for any enterprise to the extent such services are not performed, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Businessindirectly, provided that such investment does not constitute more than 5% of the outstanding securities of for a business in the aforesaid Competition; or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for (z) any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except activity engaged in with the prior express written approval of the Board. (ii) recruiting, soliciting or inducing any nonclerical employee or employees of the Company or its affiliated entities to terminate their employment with, or otherwise cease their relationship with, the Company or its affiliated entities or hiring or assisting another person or entity to hire any nonclerical employee of the Company or its affiliated entities. Notwithstanding the foregoing, if requested by an entity with which Executive is not affiliated, Executive may serve as a reference for any person who at the time of the request is not an employee of the Company or any of its affiliated entities. If any restriction set forth in above items (i) and/or (ii) is found by any court of competent jurisdiction, or an arbitrator, to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) During and after the Employment Term, Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliated entities all secret or confidential information, knowledge or data relating to the Company and its affiliated entities, and their respective businesses, including any confidential information as to customers or vendors of the Company or its affiliated entities, (i) obtained by Executive during his employment by the Company or its affiliated entities; and (ii) not otherwise public knowledge or known within the Company's or its affiliated entities’ industries. Executive shall not, without prior written consent of the CorporationCompany, unless compelled pursuant to the order of a court or otherwise as required other governmental or legal body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company in protecting such information to the extent possible under applicable law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. (d) Upon termination of the Executive's employment and this Agreement for with the Company, or at any reasonother time as the Company may request, the Executive shall return will promptly deliver to the Corporation Company all Company Propertydocuments which Executive may possess or have under his direction or control (whether prepared by the Company, together with any copies an affiliated entity, Executive or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging a third party) relating to the Corporation, Company or its Related Corporationsaffiliated entities or any of their respective businesses or properties. 13.4 Notwithstanding (e) During the provision of 13.2 Employment Term and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three one (31) months from year following termination thereof (except for termination pursuant to Section 8(a)(iv) or (vi)), Executive shall not enter into Competition with the Termination Date:Company or any of its affiliated entities. (af) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in In the event of a breach or a threatened potential breach by of this Section 9, Executive acknowledges that the Executive of any of Company and its affiliated entities will be caused irreparable injury and that money damages may not be an adequate remedy and agree that the affiliated entities shall be entitled to injunctive relief (in addition to its other remedies at law) to have the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the ExecutiveSection 9 enforced. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 12.1 The Executive Consultant acknowledges and agrees that in performing the duties and responsibilities of her employment its engagement pursuant to this Agreement, she it will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive Consultant and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive Consultant therefore agrees that, so long as she it is engaged by the Corporation pursuant to this Agreement, she it shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It Corporations within the AMI. 12.2 In the event that this Agreement is terminated in accordance with Sections 8.1 or 9.2, the Consultant acknowledges and agrees that during the Term and for a period following the Term equal to one (1) year, it shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete any reason, either directly or indirectly through any Person, agent, employee, affiliate or representative, engage in any business that competes with the Business, provided that such investment does not constitute more than 5% Business of the outstanding securities Corporation or any Related Corporation in the AMI. As used herein, the phrase "engaged in business" shall mean to act as an employee, agent, officer, director or consultant of a business or corporation whose shares trade on to be a recognized stock exchangesole proprietor, partner, joint venturer, shareholder, or owner of any other form of interest, of or in a business, but shall not include owning equity of a public company which competes with the Corporation’s Business in the AMI. 13.2 12.3 The Executive Consultant agrees that during the Term, and following the termination of the ExecutiveConsultant's employment engagement for any reason, she it shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 12.4 The Executive Consultant further acknowledges and agrees that pursuant to the terms of this Agreement, she it will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the ExecutiveConsultant's employment engagement and this Agreement for any reason, the Executive Consultant shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the ExecutiveConsultant's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her its personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 12.5 Notwithstanding the provision of 13.2 12.3 and 13.312.4, the Executive Consultant shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 12.6 The Executive Consultant acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive Consultant of any of the provisions of this Article 1312, the Corporation shall be entitled to seek, in addition to any other obtain all rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 12.7 The Executive Consultant hereby agrees that all restrictions contained in this Article 13 12 are reasonable and necessary valid and hereby waives any and all defenses to protect the legitimate proprietary interests of strict enforcement thereof by the CorporationCorporation by any lawful means, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reasonincluding injunctive relief. If any covenant or provision of this Article 13 12 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 12.8 The provisions of this Article 13 12 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 12.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her his employment pursuant to this Agreement, she he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business business carried on by the Corporation and its Related Corporations, and the manner in which such Business business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she he is engaged employed by the Corporation pursuant to this Agreement, she he shall not engage in any practice business activity that competes, whether directly or business that competes indirectly, with the Business business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 12.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that do not compete directly or indirectly with the Businessbusiness of the Corporation, provided that or where such investment does constitutes not constitute more than five percent (5% %) of the outstanding securities of a business or corporation whose shares trade are traded on a recognized stock national securities exchange. 13.2 12.2 The Executive further acknowledges and agrees that in performing the duties and responsibilities of his employment pursuant to this Agreement, he will become knowledgeable with respect to a wide variety of Confidential Information which is the sole and exclusive property of the Corporation or its Related Corporations, the disclosure or misuse of which would cause irreparable harm to the Corporation or its Related Corporations. The Executive therefore agrees that during the TermTerm of this Agreement, and following the termination of the Executive's employment for any reason, she he shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to for any unauthorized personspurpose other than the bona fide performance of his duties under this Agreement, except with the prior express written consent of the board of directors of the Corporation, or otherwise as required by law. 13.3 12.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she he will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her his personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 12.4 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her his employment. Accordingly, the Executive agrees that in the event her his employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her his employment with the Corporation, neither she he nor any employee or agent of the Executive shall, for a period of three twelve (312) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that do not compete directly or indirectly with the Businessbusiness of the Corporation, provided that or where such investment does constitutes not constitute more than five percent (5% %) of the outstanding securities of a business or corporation whose shares trade are traded on a recognized stock national securities exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 12.4 shall apply only within North America the Territory or to any business that directly relates to North Americathe Territory. 13.6 12.5 In the event that the Executive's employment is terminated by the Executive as the result of a Change of Control or a Triggering Event in accordance with Section 10.2, or by the Corporation for any reason other than Cause, the restrictions set out in Section 12.4 shall apply for the shorter of the duration of the Notice Period or, in the event the Agreement is terminated during the three (3) month period immediately following the Effective Date, the duration of that three (3) month period. 12.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 1312, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 1312, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 12.7 The Executive hereby agrees that all restrictions contained in this Article 13 12 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her his ability to secure comparable alternative employment following the termination of her his employment for any reason. If any covenant or provision of this Article 13 12 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The 5.1 Confidential Information ------------------------ (A) Executive acknowledges recognizes that the services to be performed hereunder are special, unique, and agrees that in performing the duties extraordinary and responsibilities that, by reason of her employment pursuant to this Agreement, she will occupy a position of high fiduciary trust and confidence with the CorporationCompany, pursuant to which she will develop and Executive may acquire wide experience and knowledge with respect to all aspects Confidential Information concerning the operation of the Business carried on by Company, the Corporation use or disclosure of which would cause the Company substantial loss and its Related Corporations, and the manner in damages which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall could not be considered a violation of this Section 13.1 readily calculated and for the Executive to which no remedy at law would be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Businessadequate. Accordingly, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that he will not, directly or indirectly, at any time, whether during the Termor after employment hereunder, and following the termination of the Executive's employment (i) knowingly use for his personal benefit any reason, she shall treat confidentially all Confidential Information belonging to that he has learned by reason of employment with the Corporation Company or its Related Corporations, and shall not use or (ii) disclose the any such Confidential Information to any unauthorized personsPerson except in the performance of the obligations to the Company hereunder, except as required by applicable law, in connection with the enforcement of rights under this Agreement, in connection with any disagreement, dispute or litigation (pending or threatened) between Executive and the Company or with the prior express written consent of the CorporationBoard. As used herein "Confidential Information" includes information that the Company treats as confidential, with respect to the Company's products, facilities and methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or otherwise opportunities; provided, however, that such term shall not include any information that (x) is or becomes generally known or available to the public other than as required a result of a disclosure by lawExecutive or (y) is or becomes known or available to Executive on a nonconfidential basis from a source (other than the Company) which, to Executive's knowledge, is not prohibited from disclosing such information to Executive by a legal, contractual, fiduciary or other obligation to the Company. 13.3 The (B) Executive further acknowledges and agrees confirms that pursuant to all Confidential Information is the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the CorporationCompany. Upon termination of the Executive's employment All business records, papers and this Agreement for any reason, the documents kept or made by Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired while employed by the Executive in relation Company relating to the business of the Corporation were disclosed to a competitor Company shall be and remain the property of the Corporation Company at all times. Upon the request of the Company at any time, Executive shall promptly deliver to the Company (and shall retain no copies, of such), any written materials, records and documents made by Executive or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause coming into his possession while employed by the Corporation, Company concerning the business or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent affairs of the Company other than personal materials, records and documents (including notes and correspondence) of Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any not containing proprietary information relating to such business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North Americaaffairs. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive Employee acknowledges and agrees that in performing the duties and responsibilities of her employment pursuant to this Agreement, she will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the TermEmployee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategy, and following the termination trade secrets, all of which constitute valuable assets of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 Employer. The Executive Employee further acknowledges and agrees that pursuant the disclosure of such information to competitors of the Employer would be detrimental to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property vital interests of the CorporationEmployer and would cause irreparable harm to the Employer's interests. Upon The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of the termination of the ExecutiveEmployee's employment and this Agreement for any reasonwith the Employer, the Executive shall return Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into Employee's duties as an employee of the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the CorporationEmployer, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulationgovernmental body, government body or authority or by court order. 13.5 , the Employee shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Executive Employee acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any all Confidential Information or other knowledge and experience acquired by is the Executive in relation to the business property of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following Employer and upon the termination of her employment. Accordingly, the Executive agrees that in the event her Employee's employment with the Corporation is terminated Employer ( for Cause by whatever reason, with or without just cause), the CorporationEmployee shall not be permitted to use or distribute or disclose such Confidential Information, for the Employee's own benefit, shall not remove or in copy any Confidential Information, for the event that Employee's own benefit, and shall return to the Executive voluntarily resigns her Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the CorporationEmployer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, neither with or without just cause), the Employee agrees that he or she nor shall not persuade or attempt to persuade any employee or agent the Employer to leave the employ of the Executive shallEmployer or any of it's affiliates, or to become employed by any person other than a third party person. STOCK: When the underwriting is successfully completed, Xx. Xxxxx Xxxxxxx will receive 150,000 shares of stock in SMS solutions which he agrees to place in escrow with the other employee stock for a period of three (3) months one year. It is understood that the stock will be free-trading stock that will only be sold on the agreement of the Chairman of the board of directors. Should Xx. Xxxxxxx be terminated before this agreement is completed the shares will be returned to the company on a pro-rata basis as follows: This agreement provides that Xx. Xxxxxxx must return to Xxxxxxxxxxxxxx.xxx Inc. for no consideration-- 100,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason one year from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business initial date of the Corporation or agreement and 50,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any Related Corporation, as such business was conducted as reason between one and two years from the initial date of the Termination Dateagreement. ----------------------------- ---------------------- Accepted by: Xxxxxx Xxxxxxx, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the BusinessThe Employment Dated ----------------------------- ---------------------- Accepted by: Xxxxxxx Xxxxxxx Dated Stock Market Solutions, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicitInc. 0000 X.X. Xxxxx Xxxxxxx Xxxxx 000-x Xxxx Xxxxxxxxxx, entice or attempt to solicit or enticeXX 00000 April 18, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.2002

Confidential Information and Non-Competition. 13.1 (a) The Executive acknowledges Employee and agrees that in performing the duties and responsibilities of her employment pursuant Company recognize that, due to this Agreement, she will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she will develop and acquire wide experience and knowledge with respect to all aspects relationship of the Business carried on by Employee to the Corporation Company, the Employee will have access to and its Related Corporationswill acquire, and may assist in developing, confidential and proprietary information relating to the manner in which such Business is conducted. It is the express intent business and agreement operations of the Executive and the Corporation Company. The Employee acknowledges that such knowledge information has been and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive will continue to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation central importance to the business of the Corporation were disclosed Company p and that disclosure of it to a competitor or its use by others could cause substantial loss to the Company. The Employee and the Company also recognize that an important part of the Corporation or used Employee's duties will be to develop goodwill for the Company as a competitive purpose for spokesperson and through her personal contact with customers, agents and others having business relationships with the Company and that there is a reasonable period danger that this goodwill, a proprietary asset of time following the termination of Company, may follow the Employee if her employmentrelationship with the Company is terminated. Accordingly, the Executive Employee agrees that in to the event her employment following provisions relating to confidential information and non-competition with the Corporation is terminated for Cause by Company as provided in this Section 8. (b) The Employee agrees that, during the Corporationterm of this Agreement, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, and for a period of three two (32) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding years after the termination of this Agreement for any reasonreason whatsoever, she shall not, anywhere in the United States (or the world if during the term of the Employee's employment, the Company shall have engaged in operations or conducted sales or marketing efforts outside of the United States), participate or engage in any business in competition with the business of the Company, whether directly or indirectly, as a partner, director, officer, proprietor, employee, consultant, agent or otherwise. The Employee further agrees that during the term of this Agreement, and for a period of two (2) years following the termination of this Agreement for any reason whatsoever, she shall not anywhere in the United States (or those foreign countries in which the Company shall have engaged in operations or conducted sales or marketing efforts during the term of the this Agreement), solicit (directly or indirectly, for her own account or for the account of others) orders for services or products of a kind or nature like or similar to services performed or products sold by the Company during the term of this Agreement. The Employee further agrees that she shall not, at any time, directly or indirectly, urge any client or customer or potential client or potential customer of the Company to discontinue business, in whole or in part, or not to do business, with the Company. (c) The Employee expressly acknowledges and agrees (i) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area and otherwise, (ii) that the protections afforded to the Company are necessary to protect its legitimate business interests, and (iii) that the agreement to observe such restrictions form a material part of the consideration for this Agreement, the Employee's employment by the Company and the Common Stock interest of Xxxxx, Inc. The restrictions set forth in this Section 8 will not apply subsequent to the termination of this Agreement in the event that (x) the Company is not in compliance with all of the material obligations to the Employee under this Agreement (and fails to take all reasonable action to correct such non-compliance within ninety (90) days of receipt of notice from the Employee of such non-compliance), (y) the Company is no longer diligently pursuing the business of the Company or (z) the Employee was terminated by the Company in violation of this Agreement. (d) The Employee agrees that during the term of this Agreement, and for a period of two years after the termination of this Agreement for any reason whatsoever, she shall not disclose to any person, other than in the discharge of her duties under this Agreement, any trade secret or confidential or proprietary information relating to (i) the business, operations or internal structure of the Company, (ii) the clients or customers or potential clients or potential customers of the Company, (iii) any method or procedure (such as records, programs, systems, correspondence or other documents) relating or pertaining to projects developed by the Company or contemplated to be developed by the Company or (iv) the Company's business. Further, upon leaving the employ of the Company for any reason whatsoever, the Employee shall not take with her, without prior written consent of the Company's Board of Directors, any documents, forms, or other reproductions of any data or any information relating to or pertaining to the Company, any of the clients or customers or potential clients or potential customers of the Company or any other confidential information or trade secrets. For purposes of this Agreement, "trade secrets or confidential or proprietary information" means information unique to the Company which has a significant business purpose and is not known by or generally available from sources outside the Company or typical of industry practice. (e) In the event that the Employee violates the provisions of this Section without knowledge of such violation, upon written notice from the Company informing her of the nature of such violation, the Employee shall immediately terminate any actions which constitute such violation. (f) It is recognized that damages in the event of breach of this Section 8 by the Employee would be difficult, if not impossible, to ascertain, and it is therefore agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief, in any court of competent jurisdiction, enjoining any such breach, it being agreed that the Employee shall submit to any federal or state court located in Baltimore, Maryland, and the Employee hereby waives any and all defenses she may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right shall not preclude any other rights and remedies at law or in equity which the Company may have.

Confidential Information and Non-Competition. 13.1 12.1 The Executive Consultant acknowledges and agrees that in performing the duties and responsibilities of her employment his engagement pursuant to this Agreement, she he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive Consultant and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive Consultant therefore agrees that, so long as she he is engaged by the Corporation pursuant to this Agreement, she he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It Corporations within the AMI. 12.2 In the event that this Agreement is terminated in accordance with Sections 8.1 or 9.2, the Consultant acknowledges and agrees that during the Term and for a period following the Term equal to one (1) year, he shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete any reason, either directly or indirectly through any Person, agent, employee, affiliate or representative, engage in any business that competes with the Business, provided that such investment does not constitute more than 5% Business of the outstanding securities Corporation or any Related Corporation in the AMI. As used herein, the phrase "engaged in business" shall mean to act as an employee, agent, officer, director or consultant of a business or corporation whose shares trade on to be a recognized stock exchangesole proprietor, partner, joint venturer, shareholder, or owner of any other form of interest, of or in a business, but shall not include owning equity of a public company which competes with the Corporation’s Business in the AMI. 13.2 12.3 The Executive Consultant agrees that during the Term, and following the termination of the ExecutiveConsultant's employment engagement for any reason, she he shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 12.4 The Executive Consultant further acknowledges and agrees that pursuant to the terms of this Agreement, she it will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the ExecutiveConsultant's employment engagement and this Agreement for any reason, the Executive Consultant shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the ExecutiveConsultant's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her its personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 12.5 Notwithstanding the provision of 13.2 12.3 and 13.312.4, the Executive Consultant shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 12.6 The Executive Consultant acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive Consultant of any of the provisions of this Article 1312, the Corporation shall be entitled to seek, in addition to any other obtain all rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 12.7 The Executive Consultant hereby agrees that all restrictions contained in this Article 13 12 are reasonable and necessary valid and hereby waives any and all defenses to protect the legitimate proprietary interests of strict enforcement thereof by the CorporationCorporation by any lawful means, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reasonincluding injunctive relief. If any covenant or provision of this Article 13 12 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 12.8 The provisions of this Article 13 12 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive acknowledges 9.1 Employee covenants and agrees that in performing he will not, during the duties and responsibilities Term of her his employment pursuant to this Agreementor at any time thereafter, she will occupy a position of high fiduciary trust and confidence except with the Corporationexpress prior written consent of the Board or as otherwise required by law provided Commerce is given prior written notice of such required disclosure, pursuant directly or indirectly disclose, communicate or divulge to which she will develop and acquire wide experience and any Person other than authorized Commerce or COBA personnel and/or agents, or use for the benefit of any Person other than authorized Commerce or COBA personnel and/or agents, any knowledge or information with respect to all aspects the conduct or details of Commerce's or COBA's business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which to not be in Commerce’s interest. 9.2 Employee covenants and agrees that he will not, during the Term of his employment hereunder, except with the express prior written consent of the Business carried on by the Corporation and its Related CorporationsCommerce Board, and the manner in which such Business is conducteddirectly or indirectly, whether as employee, owner, partner, consultant,. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporationsagent, and not director, officer, shareholder or in any manner detrimental other capacity, engage in or assist any Person to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice act or business action which he, acting reasonably, believes or should believe would be harmful or inimical to the interests of Commerce .or COBA. 9.3 Employee covenants and agrees that competes he will not except with the Business express prior written consent of the Corporation Commerce Board, in any capacity (including, but not limited to/ owner, partner, shareholder, consultant, agent, employee, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any Person, establish, engage or participate in or otherwise be connected with any commercial insurance brokerage business which conducts business in any geographic area in which COBA and its Related Corporations. It subsidiaries is then conducting such business except that the foregoing shall not be considered prohibit Employee from owning as a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more less than 5% of the outstanding securities voting stock of a business or corporation an issuer whose shares trade on a recognized stock exchangeis publicly traded. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her employment. Accordingly, the Executive agrees that in the event her employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, for a period of three (3) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 (a) The Executive acknowledges Employee and agrees that in performing the duties and responsibilities of her employment pursuant Company recognize that, due to this Agreement, she will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she will develop and acquire wide experience and knowledge with respect to all aspects relationship of the Business carried on by Employee to the Corporation Company, the Employee will have access to and its Related Corporationswill acquire, and may assist in developing, confidential and proprietary information relating to the manner in which such Business is conducted. It is the express intent business and agreement operations of the Executive and the Corporation Company. The Employee acknowledges that such knowledge information has been and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she is engaged by the Corporation pursuant to this Agreement, she shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive will continue to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, she shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation central importance to the business of the Corporation were disclosed Company p and that disclosure of it to a competitor or its use by others could cause substantial loss to the Company. The Employee and the Company also recognize that an important part of the Corporation or used Employee's duties will be to develop goodwill for the Company as a competitive purpose for spokesperson and through her personal contact with customers, agents and others having business relationships with the Company and that there is a reasonable period danger that this goodwill, a proprietary asset of time following the termination of Company, may follow the Employee if her employmentrelationship with the Company is terminated. Accordingly, the Executive Employee agrees that in to the event her employment following provisions relating to confidential information and non-competition with the Corporation is terminated for Cause by Company as provided in this Section 8. (b) The Employee agrees that, during the Corporationterm of this Agreement, or in the event that the Executive voluntarily resigns her employment with the Corporation, neither she nor any employee or agent of the Executive shall, and for a period of three two (32) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her ability to secure comparable alternative employment following the termination of her employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding years after the termination of this Agreement for any reasonreason whatsoever, she shall not, anywhere in the United States (or the world if during the term of the Employee's employment, the Company shall have engaged in operations or conducted sales or marketing efforts outside of the United States), participate or engage in any business in competition with the business of the Company, whether directly or indirectly, as a partner, director, officer, proprietor, employee, consultant, agent or otherwise. The Employee further agrees that during the term of this Agreement, and for a period of two (2) years following the termination of this Agreement for any reason whatsoever, she shall not anywhere in the United States (or those foreign countries in which the Company shall have engaged in operations or conducted sales or marketing efforts during the term of the this Agreement), solicit (directly or indirectly, for her own account or for the account of others) orders for services or products of a kind or nature like or similar to services performed or products sold by the Company during the term of this Agreement. The Employee further agrees that she shall not, at any time, directly or indirectly, urge any client or customer or potential client or potential customer of the Company to discontinue business, in whole or in part, or not to do business, with the Company. (c) The Employee expressly acknowledges and agrees (i) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area and otherwise, (ii) that the protections afforded to the Company are necessary to protect its legitimate business interests, and (iii) that the agreement to observe such restrictions form a material part of the consideration for this Agreement, the Employee's employment by the Company and the Common Stock interest of Xxxxx, Inc. The restrictions set forth in this Section 8 will not apply subsequent to the termination of this Agreement in the event that (x) the Company is not in compliance with all of the material obligations to the Employee under this Agreement (and fails to take all reasonable action to correct such non-compliance within ninety (90) days of receipt of notice from the Employee of such non- compliance), (y) the Company is no longer diligently pursuing the business of the Company or (z) the Employee was terminated by the Company in violation of this Agreement. (d) The Employee agrees that during the term of this Agreement, and for a period of two years after the termination of this Agreement for any reason whatsoever, she shall not disclose to any person, other than in the discharge of her duties under this Agreement, any trade secret or confidential or proprietary information relating to (i) the business, operations or internal structure of the Company, (ii) the clients or customers or potential clients or potential customers of the Company, (iii) any method or procedure (such as records, programs, systems, correspondence or other documents) relating or pertaining to projects developed by the Company or contemplated to be developed by the Company or (iv) the Company's business. Further, upon leaving the employ of the Company for any reason whatsoever, the Employee shall not take with her, without prior written consent of the Company's Board of Directors, any documents, forms, or other reproductions of any data or any information relating to or pertaining to the Company, any of the clients or customers or potential clients or potential customers of the Company or any other confidential information or trade secrets. For purposes of this Agreement, "trade secrets or confidential or proprietary information" means information unique to the Company which has a significant business purpose and is not known by or generally available from sources outside the Company or typical of industry practice. (e) In the event that the Employee violates the provisions of this Section without knowledge of such violation, upon written notice from the Company informing her of the nature of such violation, the Employee shall immediately terminate any actions which constitute such violation. (f) It is recognized that damages in the event of breach of this Section 8 by the Employee would be difficult, if not impossible, to ascertain, and it is therefore agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief, in any court of competent jurisdiction, enjoining any such breach, it being agreed that the Employee shall submit to any federal or state court located in Baltimore, Maryland, and the Employee hereby waives any and all defenses she may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right shall not preclude any other rights and remedies at law or in equity which the Company may have.

Confidential Information and Non-Competition. 13.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her his employment pursuant to this Agreement, she he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she he is engaged by the Corporation pursuant to this Agreement, she he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's ’s employment for any reason, she he shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she it will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's ’s employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's ’s possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her its personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 13.3 and 13.313.4, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her his employment. Accordingly, the Executive agrees that in the event her his employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her his employment with the Corporation, neither she he nor any employee or agent of the Executive shall, for a period of three four (34) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her his ability to secure comparable alternative employment following the termination of her his employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

Confidential Information and Non-Competition. 13.1 The Executive acknowledges and agrees that in performing the duties and responsibilities of her his employment pursuant to this Agreement, she he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which she he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted. It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them. The Executive therefore agrees that, so long as she he is engaged by the Corporation pursuant to this Agreement, she he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations. It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange. 13.2 The Executive agrees that during the Term, and following the termination of the Executive's ’s employment for any reason, she he shall treat confidentially all Confidential Information belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law. 13.3 The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, she he will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation. Upon termination of the Executive's ’s employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's ’s possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on her his personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations. 13.4 Notwithstanding the provision of 13.2 13.3 and 13.313.4, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order. 13.5 The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of her his employment. Accordingly, the Executive agrees that in the event her his employment with the Corporation is terminated for Cause by the Corporation, or in the event that the Executive voluntarily resigns her his employment with the Corporation, neither she he nor any employee or agent of the Executive shall, for a period of three four (34) months from the Termination Date: (a) be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange; (b) solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or (c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date. The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America. 13.6 The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive. 13.7 The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict her his ability to secure comparable alternative employment following the termination of her his employment for any reason. If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. 13.8 The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.